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): October 25, 2004
NEW MEDIA LOTTERY SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Virginia 000-49884 870705063
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(State or other jurisdiction (Commission IRS Employer
of incorporation) File Number) Identification No.)
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
New Media Lottery Services, Inc. (the "Company") held its annual
meeting of shareholders on October 25, 2004 ("Annual Meeting"). The actions
taken at the Annual Meeting were approved by the written consent of the holders
of a majority of the outstanding shares of the Company's common stock as
provided under the Virginia Stock Corporation Act. At the Annual Meeting, the
following persons were elected to serve as directors of the Company until the
next annual meeting of shareholders or until the earlier of their resignations
are tendered and duly accepted by the Company or their respective successors are
elected and qualified:
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Name Age Title
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John T. Carson 49 President, Chief Executive Officer
and Director
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Randolph H. Brownell, III 36 Chief Operating Officer, Chief Financial
Officer and Director
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Joseph Dresner 79 Director
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Milton Dresner 79 Director
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Frederick Winters (1) 48 Director
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Biographical information with respect to each director is included in
the Definitive Information Statement on Schedule 14C filed with the Securities
and Exchange Commission on September 29, 2004 (the "Information Statement").
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.
At the Annual Meeting, the holders of a majority of the outstanding
shares of the Company's common stock approved an amendment to the Company's
Articles of Incorporation to authorize the Company to issue up to 5,000,000
shares of preferred stock, par value $0.001 per share. Under the amendment, the
board of directors is authorized to issue one or more series of preferred stock
with such preferences, limitations, relative rights and/or restrictions as it
should determine by vote of a majority of the directors. The board of directors
would be required to make any determination to issue shares of preferred stock
based on its judgment as to the best interests of the Company and its
stockholders. The amendment to the Articles of Incorporation gives the board of
directors flexibility, without further shareholder action, to issue preferred
stock on such terms and conditions as it deems to be in the best interests of
the Company and its shareholders. A more complete discussion as the reasons for
authorizing the class of preferred stock are enumerated in the Information
Statement. A copy of the Articles of Amendment is appended as an exhibit to the
Information Statement.
ITEM 8.01. OTHER EVENTS.
At the Annual Meeting, the holders of a majority of the outstanding
shares of the Company's common stock approved the Company's 2004 Stock Plan (the
"Plan") and reserved up to 2,000,000 shares of Common Stock for issuance
thereunder. The purpose of the Plan is to
enable the Company to offer its officers, directors, employees, consultants and
advisors performance-based incentives and other equity interests in the Company,
thereby attracting, retaining, and rewarding such personnel. The Company
believes that increased share ownership by such persons more closely aligns
stockholder and employee interests by encouraging a greater focus on the
profitability of the Company. A more complete discussion as the Plan and the
reasons for adopting it are enumerated in the Information Statement, to which
the Plan is appended as an exhibit.
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.
NEW MEDIA LOTTERY SERVICES, INC.
Date: October 27, 2004 By: /s/ John T. Carson
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John T. Carson, President
