SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 1, 1997
-------------
AMERICAS GAMING INTERNATIONAL, INC.
-----------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 33-15540-B 06-1189563
-------- ---------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6490 SOUTH MCCARRAN BOULEVARD, UNIT 40, RENO, NEVADA 89509
- ---------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 826-3334
--------------
690 SOUTH ROCK BOULEVARD, RENO, NEVADA 89502
--------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 5. OTHER EVENTS.
A. PREFERRED STOCK DIVIDENDS IN DEFAULT
In May 1996, Americas Gaming International, Inc. (the "Company")
completed a private placement of 515,000 shares of its 10% Cumulative
Convertible Preferred Stock (the "Preferred Stock"). Dividends on the shares of
Preferred Stock are payable on the first date of each quarter, commencing July
1, 1996. The Company is in default on the past two payments of dividends to the
holders of its Preferred Stock. The Company failed to pay aggregate dividends of
$128,750 that were payable on January 1, 1997 and $128,750 of dividends that
were payable on April 1, 1997.
In connection with the private placement of the Preferred Stock, the
Company agreed to maintain funds in an escrow account sufficient to pay one full
year of dividends to the holders of the Preferred Stock. After making the first
two quarterly dividend payments, however, the Company depleted the escrowed
funds to meet its payroll obligations, including the payment of officers'
salaries, and to pay overhead and general corporate expenses.
The Company is currently attempting to restructure its outstanding
equity, including modification of the terms of the Preferred Stock. In addition,
the Company is attempting to liquidate certain non-performing assets in order to
generate cash for its continuing operations. If the Company's attempts to
restructure its outstanding equity and to liquidate certain assets are
unsuccessful, the Company will be required to significantly alter its operating
plan, and likely will not be able to satisfy its financial obligations. There
can be no assurance that the Company will be able to successfully implement
these strategies.
B. ANNUAL REPORT TO BE FILED LATE
The Company has failed to timely file its annual report for the fiscal
year ended December 31, 1996. The Company is currently conducting an audit of
its international operations and its consolidated financial statements and it
expects to file its annual report on Form 10-K by early or mid May 1997.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAS GAMING INTERNATIONAL, INC.
Date: April 7, 1997 By: /s/ Bill R. Williams
-----------------------------
Its Chairman
-----------------------------
3
