SODAK GAMING INC
8-K, 1999-07-14
PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES
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                       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)           July 7, 1999
                                                      -----------------------

                               SODAK GAMING, INC.
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

      South Dakota                  000-21754                 46-0407053
- -------------------------------------------------------------------------------
 (State or other jurisdiction      (Commission             (IRS Employer
      of incorporation)            File Number)           Identification No.)

  5301 S. Hwy. 16, Rapid City, South Dakota                    57701
- -------------------------------------------------------------------------------
   (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code         (605) 341-5400
- --------------------------------------------------------------------------------


- -------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

<PAGE>


Item 5.  Other Events.

     On July 7, 1999, at a special meeting of stockholders of Sodak Gaming, Inc.
("Sodak"), the stockholders voted to approve and adopt the previously disclosed
merger agreement and merger with International Game Technology. On July 8, 1999,
Sodak issued a press release, a copy of which is being filed as Exhibit 99 to
this report and is incorporated herein by reference.

     Exhibit:

     99 Press Release issued by Sodak Gaming, Inc. on July 8, 1999.

                                   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.


Date:  July 12, 1999                By:      /s/ Michael G. Diedrich
                                             ------------------------
                                             Name:  Michael G. Diedrich
                                             Title:  Vice President, Corporate
                                                     Secretary





<PAGE>


                                  EXHIBIT INDEX

Exhibit Index                Description
- -------------                -----------
99                Press Release issued by Sodak Gaming, Inc. on July 8, 1999.



Exhibit 99

Sodak/IGT Merger Approved

RAPID CITY, S.D., July 8, 1999 -- In a Special Stockholders Meeting on July 7,
1999, Sodak Gaming, Inc. (Nasdaq: SODK), a company marketing gaming equipment
and wide area progressive systems, shareholders voted to approve a merger
agreement with International Game Technology (NYSE: IGT), a world leader in the
design, development and manufacture of microprocessor-based gaming products and
software systems in all jurisdictions where gaming is legal. With 87.2% of the
shares voting, 99.6% voted to approve the merger and the plan.

Sodak will become a wholly-owned subsidiary under the terms of the merger
agreement. As required by the agreement, Sodak is expected to divest its
wholly-owned riverboat casino entertainment complex, the Miss Marquette. Under
this merger agreement, each outstanding share of Sodak common stock will be
converted into the right to receive $10.00 in cash.

Cautionary Notice: This release contains forward-looking statements reflecting
the Company's expectations or beliefs concerning future events which could
materially affect Company performance in the future. The Company cautions that
these and similar statements involve risk and uncertainties and are qualified by
important factors, including competitive pressures, unfavorable changes in
regulatory structures, and general risks associated with business, which could
cause actual results to differ materially from those in the forward looking
statement. Forward-looking statements are made in the context of information
available as of the date stated. The Company undertakes no obligation to update
or revise such statements to reflect new circumstances or unanticipated events
as they occur.





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