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): December 30, 2019 (December 24, 2019)
Everi Holdings Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-32622 | | 20-0723270 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
7250 S. Tenaya Way, Suite 100 Las Vegas, Nevada | | 89113 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (800) 833-7110
N/A
(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:
| ¨ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.001 par value | EVRI | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
On December 24, 2019, Everi Holdings Inc. (the “Company”) acquired certain assets of Micro Gaming Technologies, Inc. (“MGT”), a privately held company that develops and distributes software applications and hardware to gaming operators to enhance gaming patron loyalty, in an asset purchase agreement. The acquired assets consist of existing contracts with gaming operators, technology, and intellectual property intended to allow the Company to provide gaming operators with self-service patron loyalty functionality delivered through stand-alone kiosk equipment and a marketing platform that manages and delivers a gaming operator’s marketing programs through these patron interfaces. This acquisition expands the Company’s financial technology solutions offerings within the FinTech segment. Under the terms of the asset purchase agreement, the Company paid MGT $15 million at the closing of the transaction and will pay an additional $5 million on April 1, 2020, and another $5 million two years following the date of closing. The acquisition did not have a significant impact on the Company’s results of operations or financial condition.
The Company intends to amend this Current Report on Form 8-K within 71 days to include the financial statements and pro forma information required by Item 9.01(a) and (b) of Form 8-K, unless the Company is granted a waiver from those requirements by the Securities and Exchange Commission.
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.
| | EVERI HOLDINGS INC. |
| | | | |
| Date: December 30, 2019 | | By: | /s/ Todd A. Valli |
| | | | Todd A. Valli,
Senior Vice President, Corporate Finance and
Chief Accounting Officer |
