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): August 7, 1996
GAMETEK, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 0-23168 65-0007710
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of I.D. Number)
incorporation)
Three Harbor Drive
Suite 110
Sausalito, California 94965
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (415) 289-0220
Item 5. Other Events.
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At the request of the Board of Directors, Mr. Bill B. Britt, the
principal stockholder of Registrant, purchased an additional 533,333 shares
of Registrant's Common Stock as of August 7, 1996 for a purchase price of
$1.875 per share, in a private placement transaction. The closing price of a
share of Common Stock on August 6, 1996 was $1.875. The Board of Directors
unanimously approved the sale of such shares in order to provide Registrant
with the capital needed to avoid default under the debt ratio covenants in
Registrant's agreements with Ocean Bank, as well as to respond to notice from
the NASD that the continued listing of the Registrant's securities on the
Nasdaq National Market is under review, as the result of recently reported
losses of the Registrant.
As a result of the purchase, Mr. Britt now owns, beneficially and of
record, 9,871,186 shares of Common Stock, constituting approximately 82.53% of
the total number of outstanding shares of Common Stock of Registrant.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
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Listed below are the financial statements, pro forma financial
information and exhibits, if any, filed as part of this report.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits:
10. Letter Agreement dated August 7, 1996, among
the Registrant, Mr. Bill B. Britt and Britt
Resources, Inc.
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.
GAMETEK, INC.
(Registrant)
By: s/Max Rudminat
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Max Rudminat
Chief Financial Officer
(Signature)
EXHIBIT 10
August 7, 1996
GameTek, Inc.
Three Harbor Drive
Suite 110
Sausalito, CA 94965
Mr. Bill B. Britt
c/o J. William Blue, Jr., Esq.
Northen Blue Law Firm
100 Europa Drive
Chapel Hill, North Carolina
Re: Assignment of Right to Collect $1,000,000 of Outstanding
Balance of GameTek, Inc. Revolving Credit Facility
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Ladies and Gentlemen:
When signed by each of us below, this letter will set forth our
agreement concerning the matters addressed herein. We agree as follows:
1. Britt Resources, Inc. ("BRI") has made available to GameTek, Inc.
("GTI") a revolving credit facility (the "Facility"), pursuant to the terms of
a revolving credit agreement dated August 11, 1994, as amended by First
Amendment thereto, dated August 1, 1995 (the "Revolver Agreement"). BRI
understands that GTI will report a significant loss for its 1996 fiscal year.
2. BRI desires to induce Bill B. Britt, controlling shareholder of
BRI and GTI, to make an equity investment in GTI, in order to support the
financial viability of GTI. Britt has agreed to make an additional equity
investment in GTI in the amount of $1,000,000, provided that BRI assigns to
Britt the right to collect $1,000,000 of the outstanding balance of the
Facility (the "Balance"). BRI agrees to make such assignment to Britt provided
that Britt agrees to convert such right into an equity investment in GTI.
3. BRI hereby sells, assigns, transfers and conveys to Britt, and
Britt hereby acquires from BRI, all of BRI's right, title and interest in and
to $1,000,000 of the outstanding principal of the Balance, including, without
limitation, the right to collect same (the "Assigned Balance").
4. Britt hereby agrees to forgive GTI's obligations in connection
with the Assigned Balance, in exchange for the issuance by GTI to Britt of
533,333 shares of the common stock of GTI, which represents a purchase price of
$1.875 per share, the closing price of a share of GTI's common stock on August
6,1996.
5. GTI hereby agrees to issue 533,333 shares of its common stock to
Britt on the terms set forth above, effective as of the date hereof.
Kindly acknowledge your understanding of and agreement to the
foregoing by signing the enclosed duplicate copy of this letter in the space
provided below and returning a fully signed copy to the undersigned.
Very truly yours,
BRITT RESOURCES, INC.
By: s/James D. Harris
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James D. Harris, President
Acknowledged and agreed to by:
GAMETEK, INC.
By: s/Kelly G. Sumner
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Kelly G. Sumner, Chief Operating Officer
s/Bill B. Britt
___________________________
Bill B. Britt, Individually
