INNOVATIVE GAMING CORP OF AMERICA
424B3, 1999-06-17
MISCELLANEOUS MANUFACTURING INDUSTRIES
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                                                Filed Pursuant to Rule 424(b)(3)
                                                              File No. 333-53893

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED SEPTEMBER 3, 1998)


                    INNOVATIVE GAMING CORPORATION OF AMERICA

                         694,935 SHARES OF COMMON STOCK



         Our common shares are traded on the NASDAQ National Market under the
symbol "IGCA." The last reported sale price of our common shares on June 16,
1999 was $2.031 per share. Selling shareholders identified in this prospectus
are offering all of the shares to be sold in the offering. We will not receive
any of the proceeds from the offering.

         This prospectus supplement reflects a change to the prospectus dated
September 2, 1998 with respect to a) the selling shareholders; b) the number of
common shares beneficially owned by such selling shareholders. This prospectus
supplement should be read together with the prospectus, and highlights and
replaces some information in the prospectus.

                              SELLING SHAREHOLDERS

         As of June 1, 1999, 625 shares of our Series B Convertible Preferred
Shares ("Preferred Shares") had been converted into 685,606 shares of our common
stock. The Selling Shareholders table and footnote 1 in the prospectus is
amended and replaced with the following information:


<TABLE>
<CAPTION>
                                                                                          Amount of Beneficial
                              Beneficial Ownership          Shares Offered By             Ownership After the
Name                          Prior to the Offering         Selling Shareholder           Offering
- ----                          ---------------------         -------------------           --------------------
<S>                           <C>                           <C>                           <C>
The Shaar Fund,                        923,835                       689,935                          2.9%
Ltd(1)

Gaming Ventures                          5,000                         5,000                            0%
Corporation
</TABLE>

(1)      Includes 689,935 shares of common stock issuable upon conversion of the
         Preferred Shares and as payment of dividends thereon in shares of
         common stock, at an assumed conversion price of $1.848 per share based
         upon the closing bid price of $2.031 per share


<PAGE>   2



         on June 14, 1999. Does not include a maximum of 1,331,500 shares of
         common stock issuable upon conversion of Series C Convertible
         Preferred Stock beneficially owned by such selling shareholder.
         Because the number of shares of common stock issuable upon
         conversion of the Preferred Shares and as payment of dividends
         thereon is dependent in part upon the market price of the common stock
         prior to a conversion, the actual number of shares of common stock that
         will be issued in respect of such conversions or dividend payments, and
         consequently the number of shares of common stock that will be
         beneficially owned by the selling shareholder, will fluctuate daily and
         cannot be determined at this time. However, the terms of the Preferred
         Shares restrict the selling shareholder's ability to convert Preferred
         Shares (and receive shares of common stock in payment to convert
         Preferred Shares (and receive shares of common stock in payment of
         dividends thereon) to the extent that the number of shares of common
         stock held by it and its affiliates after such conversion exceeds 4.9%
         of the then issued and outstanding shares of common stock following
         such conversion.


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              NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
              SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
              SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT OR THE
              ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE.

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             The date of this prospectus supplement is June 17, 1999



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