SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Acres Gaming Incorporated
(Name of Issuer)
Common Stock
(Title of Class of Securities)
004936100
(CUSIP Number)
Sara Beth Brown
Vice President and General Counsel
International Game Technology
9295 Prototype Drive
Reno, Nevada 89510
(775) 448-7777
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
See footnote 1
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box. |_|
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
[FN]
<F1>This amendment relfects an updating of information contained herein and is
not being filed as the result of any event.
</FN>
<PAGE>
CUSIP NO. 004936100 Schedule 13D
1. Name of Reporting Persons, S.S. or I.R.S. Identification Nos. of
Above Persons
International Game Technology and IGT
2. Check the Appropriate Box if Member of a Group (See Instructions)
(a) |X| (b) |_|
3. SEC Use Only
4. Source of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|.
Not Applicable
6. Citizenship or Place of Organization
Nevada
Number of Shares Beneficially Owned by each Reporting Person With:
7. Sole Voting Power See footnote 2
8. Shared Voting Power None
9. Sole Dispositive Power See footnote 2
10. Shared Dispositive Power None
11. Aggregate Amount Beneficially Owned by each Reporting Person
See footnote 2
[FN]
<F2> On 1/28/97 IGT, a wholly owned subsidiary of International Game
Technology, purchased 519,481 of Issuer's Series A Convertible Preferred
Stock. The shares of Convertible Preferred Stock are convertible one-for-one
into shares of Common Stock of the Issuer unless the average closing price of
the Issuer's Common Stock for the period of thirty (30) days prior to the
date of conversion of the shares of Series A Preferred Stock (the "Average
Trading Price Per Share") is less than $9.625 per share in which event the
number of shares of Common Stock into which each share of Series A Preferred
Stock is convertible will be equal to the quotient of (i) $9.625 and (ii) the
Average Trading Price Per Share. Based on the Average Trading Price Per
Shares for the period ended September 30, 1999, the 519,481 shares of Series
A Preferred Stock were convertible into 2,948,463 shares of Issuer's Common
Stock and such number of shares would represent, after giving effect to the
issuance of such shares, 24.9% of the Issuer's then outstanding Common
Stock. The actual number of shares of Issuer's Common Stock and the
percentage of shares of the Issuer represented by such number depends on the
Average Trading Price Per Share at any time that the Issuer's Common Stock
price is less than $9.625 per share. The Series A Preferred Stock has
certain voting rights and the right to elect one member of the Issuer's Board
of Directors, but is not entitled to vote with the Common Stock until
conversion of the Series A Preferred Stock into Common Stock.
</FN>
<PAGE>
12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions) |_|
Not Applicable
13. Percent of Class Represented by Amount in Row 11
See footnote 2
14. Type of Reporting Person (See Instructions)
CO
Item 1. Security and Issuer
This Statement on Schedule 13D (this "Statement") relates to the Series A
Convertible Preferred Stock, $.01 par value per share, (the "Issuer Preferred
Stock"), of Acres Gaming Incorporated, a Nevada corporation (the "Issuer"),
which has its principal executive offices located at 7115 Amigo, Suite 150, Las
Vegas, Nevada, 89119.
Item 2. Identity and Background
This Statement is filed on behalf of International Game Technology, a Nevada
corporation, (the "Company") and IGT, a wholly owned subsidiary of the Company
("IGT"). The Company and IGT design, develop and manufacture
microprocessor-based gaming products and software systems, and have their
principal business address and principal offices at 9295 Prototype, Reno, Nevada
89510.
The directors and executive officers of the Company are set forth as follows:
Principal Name & Address of
Home or Business Occupation or Corp. or other Org
Name Address Employment In Which Employed
- --------------------------------------------------------------------------------
Charles N. Mathewson 9295 Prototype CEO/Chairman International Game
Drive Technology
Reno, NV 89510 9295 Prototype Dr.
Reno, NV 89510
Albert J. Crosson 9295 Prototype Vice Chairman, International Game
Drive Director Technology
Reno, NV 89510 9295 Prototype Dr.
Reno, NV 89510
G. Thomas Baker 9295 Prototype President and International Game
Drive Chief Operating Technology
Reno, NV 89510 Officer 9295 Prototype Dr.
Reno, NV 89510
Robert A. Bittman 9295 Prototype Executive Vice International Game
Drive President, Product Technology
Reno, NV 89510 Development 9295 Prototype Dr.
Reno, NV 89510
<PAGE>
Robert M. McMonigle 9295 Prototype Executive Vice International Game
Drive President, Technology
Reno, NV 89510 Corporate 9295 Prototype Dr.
Relations and Reno, NV 89510
North American
Sales
Raymond D. Pike 9295 Prototype Executive Vice International Game
Drive President, Technology
Reno, NV 89510 Corporate 9295 Prototype Dr.
Development Reno, NV 89510
Sara Beth Brown 9295 Prototype Vice President, International Game
Drive General Counsel Technology
Reno, NV 89510 and Corporate 9295 Prototype Dr.
Secretary Reno, NV 89510
Anthony Ciorciari 9295 Prototype Senior Vice International Game
Drive President, Technology
Reno, NV 89510 Operations 9295 Prototype Dr.
Reno, NV 89510
Maureen Mullarkey 9295 Prototype Vice President, International Game
Drive Finance and Chief Technology
Reno, NV 89510 Financial Officer 9295 Prototype Dr.
Reno, NV 89510
Wilbur K. Keating 9295 Prototype Administrative International Game
Drive Officer for the Technology
Reno, NV 89510 National 9295 Prototype Dr.
Association of Reno, NV 89510
State Retirement
Administrators and
Director of the
Company
Warren L. Nelson 9295 Prototype Owner and International Game
Drive previously Technology
Reno, NV 89510 involved in 9295 Prototype Dr.
management of Club Reno, NV 89510
Cal Neva, a casino
in Reno, Nevada
and Director of
the Company
Frederick B. 9295 Prototype Retired in 1991 International Game
Rentschler Drive from position as Technology
Reno, NV 89510 President and CEO 9295 Prototype Dr.
of Northwest Reno, NV 89510
Airlines.
Director of the
Company
John J. Russell 9295 Prototype CEO of the Company International Game
Drive until 1995, now Technology
Reno, NV 89510 serves as a 9295 Prototype Dr.
consultant to the Reno, NV 89510
Company and as a
Director
<PAGE>
Rockwell A. Schnabel 9295 Prototype Founder and International Game
Drive Chairman of Technology
Reno, NV 89510 Trident Capital, 9295 Prototype Dr.
Inc. and Director Reno, NV 89510
of the Company
Claudine B. Williams 9295 Prototype Chairman of International Game
Drive Harrah's of Las Technology
Reno, NV 89510 Vegas and Director 9295 Prototype Dr.
of the Company Reno, NV 89510
The directors and executive officers of IGT are set forth as follows:
Principal Name & Address of
Home or Business Occupation or Corp. or other Org
Name Address Employment In Which Employed
- --------------------------------------------------------------------------------
Charles N. Mathewson 9295 Prototype CEO/Chairman IGT
Drive 9295 Prototype Dr.
Reno, NV 89510 Reno, NV 89510
G. Thomas Baker 9295 Prototype President/COO/CFO, IGT
Drive Director 9295 Prototype Dr.
Reno, NV 89510 Reno, NV 89510
Albert J. Crossen 9295 Prototype Vice IGT
Drive Chairman/Director 9295 Prototype Dr.
Reno, NV 89510 Reno, NV 89510
Raymond D. Pike 9295 Prototype Executive Vice IGT
Drive President, 9295 Prototype Dr.
Reno, NV 89510 Corporate Reno, NV 89510
Development for
International Game
Technology and
Director of IGT
Maureen Mullarkey 9295 Prototype Chief Financial IGT
Drive Officer/Vice 9295 Prototype Dr.
Reno, NV 89510 President Finance Reno, NV 89510
Sara Beth Brown 9295 Prototype Secretary/Vice IGT
Drive President/General 9295 Prototype Dr.
Reno, NV 89510 Counsel Reno, NV 89510
During the last five years, no person named above has been (a) convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors) or
(b) was a party to a civil proceeding of a judicial or administrative body of
<PAGE>
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to federal or state securities laws or finding
any violation with respect to such laws.
All of the directors and executive officers of the Company and IGT are citizens
of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Amount: $5,000,000
Source: Working Capital of IGT
Item 4. Purpose of Transaction.
Investment.
Item 5. Interest in the Securities of the Issuer.
(a) Number and Percentage of Shares IGT owns 519,481 shares of Issuer's Series A
Convertible Preferred Stock.
On 1/28/97 IGT, a wholly owned subsidiary of International Game Technology,
purchased 519,481 of Issuer's Series A Convertible Preferred Stock. The shares
of Convertible Preferred Stock are convertible one-for-one into shares of Common
Stock of the Issuer unless the average closing price of the Issuer's Common
Stock for the period of thirty (30) days prior to the date of conversion of the
shares of Series A Preferred Stock (the "Average Trading Price Per Share") is
less than $9.625 per share in which event the number of shares of Common Stock
into which each share of Series A Preferred Stock is convertible will be equal
to the quotient of (i) $9.625 and (ii) the Average Trading Price Per Share.
Based on the Average Trading Price Per Shares for the period ended September 30,
1999, the 519,481 shares of Series A Preferred Stock were convertible into
2,948,463 shares of Issuer's Common Stock and such number of shares would
represent, after giving effect to the issuance of such shares, 24.9% of the
Issuer's then outstanding Common Stock. The actual number of shares of Issuer's
Common Stock and the percentage of shares of the Issuer represented by such
number depends on the Average Trading Price Per Share at any time that the
Issuer's Common Stock price is less than $9.625 per share. The Series A
Preferred Stock has certain voting rights and the right to elect one member of
the Issuer's Board of Directors, but is not entitled to vote with the Common
Stock until conversion of the Series A Preferred Stock into Common Stock.
(b) Power to Vote: Dispose of Shares IGT has the sole power to direct the
disposition of and vote 519,481 shares of Series A Convertible Preferred Stock.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Each of the summaries set forth below is qualified in its entirety by reference
to the Stock Purchase Agreement, the Registration Rights Agreement and the
Certificate of Designation of Preferred Stock, each of which was previously
filed as an exhibit hereto and is hereby incorporated by reference in its
entirety.
In connection with the acquisition of shares of Series A Preferred Stock of the
Issuer, IGT entered into, among other things, a Stock Purchase Agreement and
Registration Rights Agreement with the Issuer. The shares of Series A Preferred
Stock are convertible one-for-one into shares of Common Stock of the Issuer
unless the average closing price of the Issuer's Common Stock for the period of
thirty (30) days prior to the date of conversion of the shares of Series A
Preferred Stock (the "Average Trading Price Per Share") is less than $9.625 per
share in which event the number of shares of Common Stock into which each share
of Series A Preferred Stock is convertible will be equal to the quotient of (i)
$9.625 and (ii) the Average Trading Price Per Share.
As part of the Stock Purchase Agreement, IGT agreed that neither it nor any of
its affiliates would acquire more than 20% of the then outstanding shares of
Issuer's Common Stock (including shares into which the Series A Preferred Stock
is convertible) prior to the earlier of (i) five years after January 28, 1997
and (ii) the date when the number of shares of Common Stock owned by John F
Acres is less than 1,000,000 shares (adjusted for any stock splits or stock
dividends effected after January 28, 1997). In addition, IGT agreed that it
would not, without the prior written consent of the Issuer, such consent not to
be unreasonably withheld, directly or indirectly sell or transfer any shares of
the Series A Convertible Preferred Stock. This restriction does not extend to
the shares of any shares of common Stock that may be acquired upon conversion of
the Series A Convertible Preferred Stock. In addition, any sale of the shares of
Series A Convertible Preferred Stock is subject to a right of first refusal on
the part of the Issuer.
The shares of Series A Convertible Preferred Stock entitle IGT to elect one
director of the Issuer. In addition, so long as 130,000 shares of Series A
Convertible Preferred Stock (such number is to be increased by one share for
each additional four shares of Series A Convertible Preferred Stock acquired by
IGT anytime after January 28, 1997) the Issuer shall not, without the vote or
written consent of the holder of the Series A Convertible Preferred Stock,
approve any amendments to its Certificate of Incorporation or do any of the
following: (a) alter or change the rights, preferences or privileges of the
shares of Series A Convertible Preferred Stock; (b) increase the number of
authorized shares of Series A Convertible Preferred Stock or issue any shares of
stock with rights, including liquidation preferences, superior to the Series A
Convertible Preferred Stock; (c) effect any sale, lease, assignment, transfer or
other conveyance of all or substantially all of the assets of the Issuer or any
of its subsidiaries or any consolidation or merger involving the Issuer or any
of its subsidiaries if the Issuer or its subsidiary is not the surviving
corporation, or any consolidation or merger involving the Issuer or any of its
subsidiaries if the Issuer or its subsidiaries is the surviving corporation but
the holders of the capital stock of the Issuer before the consolidation or
merger own less than 50% of the Issuer after the consolidation or merger, or any
reclassification or other change of any stock, or any recapitalization of the
Issuer, or any voluntary dissolution, liquidation or winding up with the Issuer;
or (d) permit any direct or indirect subsidiary or other entity owned by the
Issuer to sell any equity security or similar interest or any right to acquire
any equity security or similar interest in such entity.
<PAGE>
Under the terms of the Registration Rights Agreement, the Issuer granted to IGT
three demand registration rights. Such rights may not be exercised until the
earlier of the conversion of the Series A Convertible Preferred Stock or
December 31, 1997, and any demand for registration must cover at least 35% of
the Series A Convertible Preferred Stock. The second demand for registration may
not be made until at least twelve months after the first demand was made and the
third demand may not be made until at least twelve months after the second
demand is made. In addition, the Issuer granted to IGT certain piggy-back
registration rights and certain rights to registration on Form S-3.
Item 7. Material To Be Filed as Exhibits.
Purchase Contract
Registration Rights Agreement
Certificate of Designation of Preferred Stock
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: November __, 1999
IGT
By:
====================================
INTERNATIONAL GAME TECHNOLOGY
By:
====================================
<PAGE>
EXHIBIT INDEX
1. Purchase Contract (incorporated by reference to the Schedule 13D dated
January 28, 1997)
2. Registration Rights Agreement (incorporated by reference to the Schedule
13D dated January 28, 1997)
3. Certificate of Designation of Preferred Stock (incorporated by reference
to the Schedule 13D dated January 28, 1997)
