UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
GAMETEK, INC.
____________________________________________________________________________
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
____________________________________________________________________________
(Title of Class of Securities)
36465R 10 2
____________________________________________________________________________
(CUSIP Number)
J. WILLIAM BLUE, JR., ESQ.
NORTHEN BLUE LAW FIRM
100 EUROPA DRIVE, SUITE 550, CHAPEL HILL, NC 27514
____________________________________________________________________________
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
(Continued on following pages)
(Page 1 of 9 Pages)
<page 2>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person:
BILL B. BRITT
__________________________________________________________________________
2. Indicate with "X" if a Member of a Group
(a)
(b) X
----
3. SEC use only
4. Source of Funds: PF
5. Check Box if Disclosure of Legal Proceedings is required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization:
United States of America
7. Sole Voting Power:
9,337,853
8. Shared Voting Power:
None
9. Sole Dispositive Power:
9,337,853
<page 3>
10. Shared Dispositive Power:
None
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
9,337,853
12. Indicate with "X" if the Aggregate Amount in Row (11) Excludes
Certain Shares
____
13. Percent of Class Represented by Amount in Row (11):
81.71%
14. Type of Reporting Person
IN
<page 4>
RESPONSES TO ITEMS 1-7 OF SCHEDULE 13D
Item 1. Security and Issuer
(a) Security: Common Stock, $.01 par value per share
(b) Issuer Name: GameTek, Inc., a Delaware corporation (the "Issuer")
(c) Principal Executive Offices of Issuer:
Three Harbor Drive
Suite 110
Sausalito, California 94965
Item 2. Filer's Identity and Background
The following information relates to the person filing this statement:
(a) Name: Bill B. Britt (the "Filer");
(b) Principal Business Address:
c/o Britt Motivation, Inc.
4411 Chapel Hill-Durham Blvd.
Durham, North Carolina 27707
(c) Principal Occupation:
(i) Amway Distributor; Motivational Speaker
(ii) c/o Britt Motivation, Inc.
4411 Chapel Hill-Durham Blvd.
Durham, North Carolina 27707
(d) Criminal Convictions, Past Five Years: None.
(e) Judgments, Decrees, Final Orders, re: Securities Laws: None.
<page 5>
(f) Citizenship: United States of America.
Item 3. Source and Amount of Funds or Other Consideration. The Filer owns,
directly or indirectly, all of the issued and outstanding shares of capital
stock of Britt Resources, Inc. ("BRI"), an entity that has made available to
the Issuer a revolving line of credit facility (the "Facility") in the
maximum available principal amount of $12,000,000. Effective July 8, 1996,
BRI assigned to the Filer all of BRI's rights in and to $2,650,000 of the
then-outstanding balance owing under the Facility. Effective as of that
date, the Issuer issued to the Filer, and the Filer purchased, 1,060,000 shares
of the Issuer's common stock, $.01 par value per share, at a purchase price of
$2.50 per share, for an aggregate purchase price of $2,650,000. The payment of
the purchase price was effected by the Filer's agreement to accept such
shares in satisfaction of the Issuer's obligations in connection with the
portion of the then-outstanding Facility balance assigned to the Filer
as of July 8, 1996.
The purchase price paid by Mr. Britt was equal to the closing price
for the Company's shares on the business day prior to the date of purchase.
Item 4. Purpose of Transaction.
The purpose of the July 8, 1996 acquisition was to provide additional
working capital to the Issuer. The Filer, the principal stockholder of the
Issuer prior to the acquisition, made the acquisition upon request of the
Issuer's Board of Directors, following the Issuer's reporting a significant
loss for its fiscal quarter ended April 30, 1996.
Item 5. Interest in Securities of the Issuer.
(a) The filing person beneficially owns 9,337,853 shares of the
class of securities identified pursuant to Item 1.
The number of shares beneficially owned by the filing person
represents 81.71% percent of the presently outstanding shares of such class
of securities.
(b) (i) Number of Shares as to which filing person has sole power to
vote or direct vote: 9,337,853.
(ii) Number of Shares as to which filing person has shared power
to vote or direct vote: None.
<page 6>
(iii) Number of Shares as to which filing person has sole power to
dispose or to direct the disposition of: 9,337,853.
(iv) Number of Shares as to which filing person has shared power
to dispose or to direct the disposition of: None.
(c) Effective July 8, 1996, the Filer acquired 1,060,000 shares of
the Issuer's common stock, as described in Item 3 above. The price per share
with respect to the July 8, 1996 purchase was $2.50. The aggregate purchase
price for that acquisition was paid through the Filer's acceptance of the
shares then acquired in full satisfaction of the Issuer's obligations in
connection with indebtedness then owing by the Issuer to the Filer in the
aggregate amount of $2,650,000, as described in Item 3 above.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, arrangements, understandings or relationships with respect
to securities of the Issuer.
The Filer has granted options to third parties for the purchase of
100,000 of the Filer's shares of the common stock of the Issuer. Such options
were granted several years prior to the acquisitions reported herein.
Item 7. Material to be filed as Exhibits.
Annexed as exhibits hereto are the following:
Number of Exhibit Description of Exhibit
- ----------------- ----------------------
7.1 Option agreement between Filer and James D.
Harris.
7.2 Option agreement between Filer and Northen
Blue Law Firm.
Signature
<Page 7>
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.
July 16, 1996 s/Bill Britt, by J. William Blue, Jr.,
as his Attorney-in-Fact
---------------------------------------
Signature
Bill B. Britt, by J. William Blue, Jr.,
as his Attorney-in-Fact
---------------------------------------
Name
EXHIBIT 7.1
September, 1993
Mr. James D. Harris
Chief Executive Officer
The Britt Group
Post Office Box 51969
Durham, NC 27717
Re: GameTek, Inc. Stock Option
Dear Jim:
I want to set out the specific terms of the option which I have
previously granted to you to purchase shares in Gabco, Inc., now GameTek, Inc.
That option was previously described in my letter to you of June, 1993. I have
granted to you the right to purchase up to fifty thousand (50,000) shares of
GameTek, Inc. stock currently held by me. This option may be exercised by you
in whole or in part at any time after January 1, 1994 and prior to May 31,
2003, at a price of ONE AND NO/100 ($1.00) DOLLAR per share of GameTek, Inc.
stock. If GameTek, Inc. is combined with or merged into another corporation,
the option would be converted into an option to acquire the corresponding
interest in the surviving corporation. If the shares of GameTek, Inc. or any
successor or surviving corporation are adjusted by stock split, stock dividend,
recapitalization or other similar event, your option will be correspondingly
adjusted so that you would be allowed to purchase the same proportional interest
of my shares in the surviving or successor corporation, and the per share price
of the option would be in the same ratio as the option to purchase GameTek, Inc.
stock granted here.
To the extent that my stock is subject to any restrictions or
limitations in connection with the exercise of the voting authority of that
stock or transfer of that stock and those restrictions or limitations are
binding upon any transferee, you acknowledge that the stock which you have
received as a result of the exercise of the option granted in this document
would be subject to those restrictions and limitations.
Very sincerely,
s/Bill B. Britt
Bill B. Britt
EXHIBIT 7.2
September, 1993
Mr. J. William Blue, Jr.
Northen, Blue, Rooks, Thibaut,
Anderson & Woods
Attorneys at Law
Post Office Box 2208
Chapel Hill, NC 27515-2208
Re: GameTek, Inc. Stock Option
Dear Bill:
I want to set out the specific terms of the option which I have
previously granted to you to purchase shares in Gabco, Inc., now GameTek, Inc.
That option was previously described in my letter to you of June, 1993. I have
granted to you the right to purchase up to fifty thousand (50,000) shares of
GameTek, Inc. stock currently held by me. This option may be exercised by you
in whole or in part at any time after January 1, 1994 and prior to May 31,
2003, at a price of ONE AND NO/100 ($1.00) DOLLAR per share of GameTek, Inc.
stock. If GameTek, Inc. is combined with or merged into another corporation,
the option would be converted into an option to acquire the corresponding
interest in the surviving corporation. If the shares of GameTek, Inc. or any
successor or surviving corporation are adjusted by stock split, stock dividend,
recapitalization or other similar event, your option will be correspondingly
adjusted so that you would be allowed to purchase the same proportional
interest of my shares in the surviving or successor corporation, and the per
share price of the option would be in the same ratio as the option to
purchase GameTek, Inc. stock granted here.
To the extent that my stock is subject to any restrictions or
limitations in connection with the exercise of the voting authority of that
stock or transfer of that stock and those restrictions or limitations are
binding upon any transferee, you acknowledge that the stock which you have
received as a result of the exercise of the option granted in this document
would be subject to those restrictions and limitations.
Very sincerely,
s/Bill B. Britt
Bill B. Britt
