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UNITED STATES
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) JUNE 9, 1999
MIKOHN GAMING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 0-22752 88-0218876
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO)
1045 PALMS AIRPORT DRIVE
LAS VEGAS, NV 89119
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (702) 896-3890
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS
On June 9, 1999, Mikohn Gaming Corporation, a Nevada corporation (the
"Company"), announced that its Board of Directors had adopted a Stockholder
Rights Plan (the "Plan"). Each of the Company's stockholders of record as of
June 14, 1999, will be entitled to receive one right under the Plan for each
share of the Company's common stock held by them on that date. See press
release dated June 9, 1999, attached as Exhibit 99.1 hereto.
ITEM 7. EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated June 9, 1999
SIGNATURE
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 thereunto duly authorized.
Date: June 9, 1999
MIKOHN GAMING CORPORATION
By: /s/ Charles H. McCrea, Jr.
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Name: Charles H. McCrea, Jr.
Title: Executive Vice President
2
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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99.1 Press Release dated June 9, 1999
3
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MIKOHN GAMING ADOPTS SHAREHOLDER RIGHTS PLAN
LAS VEGAS, JUNE 9 -- Mikohn Gaming Corp. (Nasdaq: MIKN) announced today that its
board of directors has adopted a Stockholder Rights Plan in order to protect the
interests of its stockholders in the event of any hostile takeover activity. The
company emphasized that adoption of the Plan is not in response to any
acquisition proposal, and the company is not aware of any such proposal.
"The Stockholder Rights Plan is designed to allow all Mikohn stockholders to
realize the long-term value of their investment in the company, protect our
stockholders against coercive and abusive acquisition techniques, and encourage
a potential acquirer to negotiate directly with our board for the benefit of all
stockholders," said David J. Thompson, Mikohn's chairman, president and chief
executive officer.
To implement the Plan, the board has declared a distribution of one right for
each of the company's outstanding common shares. Each right entitles the holder
to purchase from the company 1/1,000th of a Series A Junior Participating
Preferred Share (a "Preferred Share") at a purchase price of $16.00 per right,
subject to adjustment. One one-thousandth of a Preferred Share is intended to be
approximately the economic equivalent of one common share. The rights will
expire on June 14, 2009 unless redeemed by the company as described below.
At the time of the adoption of the Plan, the rights will not be exercisable and
will trade with the company's common shares. The rights will become exercisable
after specified time periods if a person or group (i) becomes the beneficial
owner of 20% or more of the then outstanding common shares of the company, (ii)
announces an offer to acquire 20% or more of the company's then outstanding
common shares or (iii) is determined by the board of the company to be an
Adverse Person (as defined in the Rights Plan).
If a person or group acquires 20% or more of the company's outstanding common
shares, then each right not owned by the acquiring person or its affiliates will
entitle its holder to purchase, at the right's then-current exercise price,
common shares (or, in certain circumstances, cash, property or other securities
of the company) having a market value equal to twice the then-current exercise
price. In addition, if, after the rights become exercisable, the company is
acquired in a merger or other business combination transaction with an acquiring
person or its affiliates or sells 50% or more of its assets or earnings power to
an acquiring person or its affiliates, each right will entitle its holder, other
than the Acquiring Person or its affiliates, to purchase, at the right's
then-current exercise price, a number of the acquiring company's common shares
having a market value of twice the right's exercise price. The board of
directors may redeem the rights, in whole, but not in part, at a price of $.01
per right.
The distribution will be made on or about June 17, 1999, payable to shareholders
of record at the close of business on June 14, 1999. The initial distribution of
rights is not taxable to stockholders.
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A Summary of the Rights Plan will be mailed to all common stockholders of record
following the record date. This summary will be posted on the company's website,
located at www.mikohn.com, prior to the record date.
Mikohn pioneered the development of progressive jackpot technology and
exciting visual displays for casinos. Today, the company designs, develops,
manufactures, and markets a wide range of proprietary products for the casino
gaming industry worldwide including games, systems, and signs.
Safe Harbor Statements under The Private Securities Litigation Reform Act of
1995: Except for historical information, statements in this release regarding
the business outlook for Mikohn Gaming Corporation (the Company) are forward
looking and are subject to certain risks and uncertainties including the overall
industry environment, customer acceptance of the Company's new products, delay
in the introduction of new products, the further approvals of regulatory
authorities, adverse court rulings, production and/or quality control problems,
the denial, suspension or revocation of privileged operating licenses by
governmental authorities, competitive pressures and general economic conditions
as well as the Company's high leverage, debt service obligations and other
factors indicated from time to time in the Company's filings with the Securities
and Exchange Commission. The Company undertakes no obligation to update or
revise such statements to reflect new circumstances or unanticipated events as
they occur.
