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) March 10, 1999
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SODAK GAMING, INC.
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(Exact name of registrant as specified in its charter)
South Dakota 000-21754 46-0407053
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5301 S. Hwy. 16, Rapid City, South Dakota 57701
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (605) 341-5400
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
On March 10, 1999, Sodak Gaming, Inc. (the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with International Game
Technology, a Nevada corporation ("Parent"), and SAC, Inc. a South Dakota
corporation and a wholly-owned subsidiary of Parent ("Merger Sub").
Pursuant to the Merger Agreement and subject to the terms and conditions
thereof, Merger Sub will be merged with and into the Company which will be the
surviving corporation and will become a wholly-owned subsidiary of Parent. Under
the terms of the Merger Agreement, each stockholder of the Company will receive
$10.00 in cash in exchange for the cancellation of each share of Company common
stock owned by such stockholder. A copy of the Merger Agreement is being filed
as Exhibit 2 to this report and is incorporated herein by reference. The
foregoing description of the Merger Agreement is qualified in its entirety by
reference to the full text of the Merger Agreement.
Comptemporaneously with the execution and delivery of the Merger Agreement,
Parent entered into an Irrevocable Proxy and Voting Agreement (the "Voting
Agreements") with each of four stockholders of the Company who collectively own
approximately 52% of the Company's shares. A copy of the form of the Voting
Agreements is attached to this report as Exhibit 10 and is incorporated herein
by reference. The foregoing description of the Voting Agreements is qualified in
its entirety by reference to the full text of the Voting Agreement.
On March 11, 1999, the Company and Parent issued a press release, a copy of
which is being filed as Exhibit 99 to this report and is incorporated herein by
reference.
FORWARD-LOOKING STATEMENT DISCLOSURE
This report contains certain forward-looking statements within the meaning
of the Private Litigation Reform Act of 1995. Forward-looking statements are
statements other than historical information or statements of current condition.
Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks"
or "estimates," or variations of such words, and similar expressions are also
intended to identify forward-looking statements. In light of the risks and
uncertainties inherent in future projections, many of which are beyond the
Company's control, actual results could differ materially from those in the
forwarded-looking statements. These statements should not be regarded as a
representation that the objectives will be achieved. The Company has no
obligation to release publicly the results of any future revisions it may make
to forward-looking statements to reflect events or circumstances after the date
hereof, or to reflect the occurrence of unanticipated events. For more
information about the Company and risks arising when investing in the Company,
you are directed to the Company's most recent reports on Forms 10-K and 10-Q as
filed with the Securities and Exchange Commission.
Item 7. Financial Statements, Pro forma Financial Information and Exhibits.
(c) Exhibits.
2 Agreement and Plan of Merger dated March 10, 1999 by and
among Sodak Gaming, Inc., International Game Technology and SAC, Inc.
10 Form of Irrevocable Proxy and Voting and Option Agreement
dated March 10, 1999 by and among International Game Technology and
certain of the Company's stockholders.
99 Press Release issued by Sodak Gaming, Inc. and International Game
Technology dated March 11, 1999.
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.
Date: March 11, 1999 By: /s/ Michael G. Diedrich
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Name: Michael G. Diedrich
Title: Vice President Corporate
Secretary
EXHIBIT INDEX
Exhibit Index Description
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2 Agreement and Plan of Merger dated March 10, 1999 by and
among Sodak Gaming, Inc., International Game Technology
and SAC, Inc.
10 Form of Irrevocable Proxy and Voting and Option Agreement
dated March 10, 1999 by and among International Game
Technology and certain of the Company's stockholders.
99 Press Release issued by Sodak Gaming, Inc. and
International Game Technology dated March 11, 1999.