<PAGE>
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MIKOHN GAMING CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 88-0218876
(State of incorporation (I.R.S. Employer
or Organization) Identification No.)
1045 Palms Airport Drive, Las Vegas, Nevada 89119
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
to be registered on which each class is
to be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On June 9, 1999, the Board of Directors of Mikohn Gaming Corporation
(the "COMPANY") adopted a Stockholder Rights Plan, providing that one right (a
"RIGHT") will be attached to each share of common stock, par value $.10 per
share, of the Company (the "COMMON STOCK") as of June 14, 1999 (the "RECORD
DATE"). Each Right entitles the registered holder to purchase from the Company a
unit (a "UNIT") consisting of one one-thousandth of a share of Series A Junior
Participating Preferred Stock, par value $.10 per share (the "PREFERRED STOCK"),
at a Purchase Price of $16 per Unit (the "PURCHASE PRICE"), subject to
adjustment. The description and terms of the Rights are set forth in the Rights
Agreement (the "RIGHTS AGREEMENT"), dated as of June 14, 1999, between the
Company and U.S. Stock Transfer Corporation, as Rights Agent (the "RIGHTS
AGENT").
Initially, the Rights will attach to all Common Stock certificates
representing shares outstanding as of the Record Date, and no separate Rights
Certificate will be distributed. The Rights will separate from the Common Stock
and a Distribution Date will occur upon the earliest of (i) 10 days following a
public announcement that a person or group of affiliated or associated persons
(an "ACQUIRING PERSON") has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding shares of Common Stock
(the "STOCK ACQUISITION DATE"), (ii) 10 business days (or such later date as the
Board may determine) following the commencement of a tender offer or exchange
offer the consummation of which would result in a person or group beneficially
owning 20% or more of such outstanding shares of Common Stock or (iii) 10
business days after the Board of Directors of the Company determines that any
Person or Persons have become the Beneficial Owner of an amount of Common Stock
that the Board of Directors determines to be substantial (which amount will in
no event be less than 10% of the shares of Common Stock outstanding) and that
(a) such Person or Persons intend to cause the Company to repurchase the Common
Stock beneficially owned by such Person or Persons or to exert pressure against
the Company to take any action or enter into any transaction or series of
transactions with the intent or the effect of providing such Person or Persons
with short-term gains or profits under circumstances in which the Board of
Directors determines that the long-term interests of the Company and its
stockholders would not be served by taking such action or entering into such
transactions or series of transactions or (b) beneficial ownership by such
Person or Persons is reasonably likely to have a material adverse effect on the
business, competitive position, prospects, or financial condition of the Company
and its subsidiaries (an "ADVERSE PERSON").
Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such Common
Stock certificates, (ii) new Common Stock certificates will contain a notation
incorporating the Rights Agreement by reference, and (iii) the surrender for
transfer of any certificates for Common Stock outstanding, even without such
notation or a copy of the Summary of Rights being attached thereto, or any
other reference to the Rights Agreement, will also constitute the transfer of
the Rights associated with the Common Stock represented by such certificate.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, Rights will be issued only in respect of shares of
Common Stock outstanding prior to the Distribution Date.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business
<PAGE>
on June 14, 2009, unless earlier redeemed by the Company as described below.
In the event that (i) the Company is the surviving corporation in a
merger or combination with any Acquiring Person or any Adverse Person, or any
Associate or Affiliate of any Acquiring Person or Adverse Person, and its Common
Stock remains outstanding, (ii) any Acquiring Person or any Adverse Person, or
any Associate or Affiliate of any Acquiring Person or Adverse Person, engages in
one or more "self-dealing" transactions as set forth in the Rights Agreement,
(iii) an Acquiring Person becomes the beneficial owner of 20% or more of the
then outstanding shares of Common Stock (unless such acquisition is made
pursuant to a tender or exchange offer for all outstanding shares of the Company
at a price determined by the Board of Directors to be fair and otherwise in the
best interest of the Company and its stockholders), (iv) during such time as
there is an Acquiring Person or Adverse Person an event occurs that results in
such Acquiring Person's or Adverse Person's ownership interest being increased
by more than 1% (e.g., a reverse stock split or recapitalization), or (v) the
Board of Directors determines that a person is an Adverse Person, each holder of
a Right will thereafter have the right (the "Flip-In Right") to receive, upon
exercise, Common Stock (or, in certain circumstances, cash, property, or other
securities of the Company) having a value (immediately prior to such triggering
event) equal to two times the Exercise Price of the Right. The Exercise Price is
the Purchase Price times the number of shares of Common Stock associated with
each Right (initially, one). Notwithstanding any of the foregoing, following the
occurrence of any of the events set forth in this paragraph (the "Flip-In
Events"), all Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by any Acquiring Person or any
Adverse Person or an Associate or Affiliate of any Acquiring Person or Adverse
Person, will be null and void. However, Rights are not exercisable following the
occurrence of any of the Flip-In Events set forth above until such time as the
Rights are no longer redeemable by the Company as set forth below.
For example, at an exercise price of $16 per Right, each Right not
owned by an Acquiring Person or an Adverse Person (or by certain related
parties) following an event set forth in the preceding paragraph would entitle
its holder to purchase Common Stock with a value of $32 (or other consideration,
as noted above) for $16. Assuming that the Common Stock had a per share value of
$16 at such time, the holder of each valid Right would be entitled to purchase
two shares of Common Stock for $16. Alternatively, the Company could permit the
holder to surrender each Right in exchange for stock or cash equivalent to one
share of Common Stock (with a value of $16) without the payment of any
consideration other than the surrender of the Right.
In the event that at any time following the Stock Acquisition Date, (i)
the Company is acquired in a merger, consolidation or other business combination
in which the Company is not the surviving corporation (other than a merger that
follows a tender offer that the Board of Directors has found to be fair to the
stockholders of the Company, as described above) or (ii) 50% or more of the
Company's assets or earning power is sold or transferred, each holder of a Right
(except Rights which have previously been voided as set forth above) will
thereafter have the right (a "Flip-Over Right") to receive, upon exercise of the
Right, common stock of the acquiring company having a value equal to two times
the Exercise Price of the Right. The holder of a Right will continue to have the
Flip-Over Right whether or not such holder exercises or surrenders the Flip-In
Right.
The Purchase Price payable, and the number of shares of Common Stock,
Units representing fractional shares of Preferred Stock or other securities or
property issuable upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Stock, (ii) if
holders of the Preferred Stock
<PAGE>
are granted certain rights or warrants to subscribe for or purchase Preferred
Stock at a price, or securities convertible into Preferred Stock with a
conversion price, less than the current market price of the Preferred Stock, or
(iii) upon the distribution to holders of the Preferred Stock of evidences of
indebtedness or assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of Units issuable upon
exercise of each Right are also subject to adjustment in the event of a stock
split of the Common Stock or a stock dividend on the Common Stock payable in
Common Stock or subdivisions, consolidations, or combinations of the Common
Stock occurring, in any such case, prior to the Distribution Date.
With certain exceptions, no adjustments in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
At any time until 10 days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $.01 per
Right. The ten day redemption period may be extended by the Board of Directors
so long as the Rights are still redeemable. Immediately upon the action of the
Board of Directors ordering redemption of the Rights, the Rights will terminate
and the only right of the holders of Rights will be to receive the $.01
redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable as set forth above or upon the occurrence of certain events
thereafter.
Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board of Directors in order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights (excluding the interest of
any Acquiring Person or any Adverse Person), or, subject to certain limitations,
to shorten or lengthen any time period under the Rights Agreement; provided that
no amendment to adjust the time period governing redemption will be made at such
time as the Rights are not redeemable.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
in certain circumstances. Accordingly, the existence of the Rights may deter
certain acquirors from making takeover proposals or tender offers. However, the
Rights are not intended to prevent a takeover, but rather are designed to
enhance the ability of the Board of Directors to negotiate with an acquiror on
behalf of all of the shareholders to the end that all shareholders are treated
equally in proportion to their respective holdings.
The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit B the Form of
Rights Certificate, is attached as an exhibit and incorporated by reference. The
foregoing description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement.
<PAGE>
ITEM 2. EXHIBITS.
1. Amended and Restated Articles of Incorporation, incorporated by
reference to Exhibit 3.1 to Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 (No. 33-69076).
2. Certificate of Designation, Rights, Preferences, and Rights of Series A
Junior Participating Preferred Stock of the Registrant (included as
Exhibit A in Exhibit 3 filed herewith).
3. Rights Agreement dated as of June 14, 1999 between the Registrant and
U.S. Stock Transfer Corporation, as the Rights Agent (filed herewith).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: August 2, 2000
Mikohn Gaming Corporation
By: /s/ Charles H McCrea, Jr.
--------------------------------
Name: Charles H. McCrea, Jr.
Title: Executive Vice President
and General Counsel
<PAGE>
INDEX TO EXHIBITS
DESCRIPTION OF EXHIBIT
1. Amended and Restated Articles of Incorporation, incorporated
by reference to Exhibit 3.1 to Amendment No. 1 to the
Registrant's Registration Statement on Form S-1 (No. 33-
69076).
2. Certificate of Designation, Rights, Preferences, and Rights of
Series A Junior Participating Preferred Stock of the
Registrant (included as Exhibit A in Exhibit 3 filed
herewith).
3. Rights Agreement dated as of June 14, 1999 between the
Registrant and U.S. Stock Transfer Corporation, as the
Rights Agent (filed herewith).
