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 3, 1998
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Casinovations Incorporated
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(Exact name of Registrant as specified in charter)
Washington
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(State or other jurisdiction of incorporation)
333-31373 91-1696010
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(Commission File Number) (IRS Employee Identification No.)
5240 South Eastern Avenue, First Floor, Las Vegas, Nevada 89119
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 733-7195
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Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
REGULATORY APPROVAL OF THE RANDOM EJECTION SHUFFLER
On December 3, 1993, Casinovations Incorporated, a
Washington corporation (the "Company"), received final approval
of the Random Ejection Shuffler from the Nevada State Gaming
Control Board (the "Nevada Board"). The Nevada Board determined
that the Random Ejection Shuffler to be suitable for installation
in hotel-casinos. The final approval granted by the Nevada Board
is specifically conditioned upon (1) the submission to the Nevada
Board of a written report of its compliance with that certain
transaction entered into with Steven and Cheryl Forte in which
the Company purchased, among other things, 848,682 shares of the
Company's common stock from Steven and Cheryl Forte (the "Forte
Transaction"); (2) the submission to the Nevada Board of a
written report of its communications and business dealings with
Steven and Cheryl Forte; (3) in the event the Company will not be
able to comply with the terms of the Forte Transaction, written
notice of the same to the Nevada Board; and (4) the submission to
the Nevada Board of all filings made to the Securities and
Exchange Commission.
Upon receipt of final approval of the Random Ejection
Shuffler from the Nevada Board, the Company dated that certain
promissory note in the principal amount of $2,351,705 issued in
conjunction with the Forte Transaction. For additional
information concerning the Forte Transaction, reference is made
to the Company's Registration Statement on Form SB-2/A as last
filed with the Securities and Exchange Commission on October 16,
1998.
ACCELERATION OF RETIREMENT AND DISCOUNT OF INDEBTEDNESS TO STEVEN
AND CHERYL FORTE AND PURCHASE OF SHARES AND OTHER ASSETS FROM
RANDY SINES
On December 2, 1998, the Company received an offer (the
"Offer") to: (1) purchase (a) 885,560 shares of the Company's
common stock held by Randy Sines (the "Sines Shares"), (b) any
and all warrants to purchase shares of the Company's common stock
held by Randy Sines; (c) options granted by the Company to
purchase 20,000 shares of the Company's common stock, (d) options
granted by Richard Huson to purchase 175,000 shares of the
Company's common stock, (e) royalties from the sale of the Random
Ejection Shuffler, Fantasy 21 table game and Safety Peek Playing
Card, (f) promissory note executed by the Company in favor of
Randy Sines in the principal amount of $150,000 (collectively,
the "Sines Assets" and the purchase of the Sines Assets, the
"Sines Transaction"); and (2) retire that certain promissory note
in the principal amount of $2,351,705 issued in conjunction with
the Forte Transaction (the "Forte Retirement"). The proposed
consideration for the aforementioned is $2,500,000, $1,250,000
for Randy and Irene Sines and $1,250,000 for Steven and Cheryl
Forte. The Offer was presented to the Company as a joint offer
to be accepted by the Company by December 4, 1998 and to be
funded by December 15, 1998.
On December 4, 1998, the Company provided Randy Sines and
Steven and Cheryl Forte with notice of the Company's willingness
to accept the terms of the Forte Retirement. The Company did not
have the financial resources to fund the Sines Transaction.
However, three of
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the Company's directors, Richard Huson, Bob Smith and Ron Keil,
and a non-director, James Crabbe, offered to perform the Sines
Transaction and accepted the terms of the Sines Transaction.
On December 17, 1998, the Company and Messrs. Huson,
Smith, Keil and Crabbe and Randy and Irene Sines executed that
certain Purchase and Sale Agreement whereby Randy and Irene Sines
received $1,250,000 in exchange for (1) the transfer and sale of
the Sines Shares to Messrs. Huson, Smith, Keil and Crabbe, and
(2) the transfer and assignment of the balance of the Sines
Assets to the Company. As a result, the Sines Assets were
transferred to and for the benefit of the Company.
Although the Sines Transaction closed on December 17, 1998
rather than December 15, 1998, Steven and Cheryl Forte agreed to
honor the terms of the Forte Retirement. The Forte Retirement
involves three payments, $500,000 on December 7, 1998, $500,000
on December 28, 1998 and $250,000 on January 15, 1999. The
Company has already made the first payment on December 7, 1998
and intends to make the two upcoming payments on December 28,
1998 and January 15, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
10.1 Assignment Agreement dated December 16, 1998
by and between Casinovations Incorporated
and Randy D. and Irene C. Sines.
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SIGNATURE
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.
CASINOVATIONS INCORPORATED
(Registrant)
Date: December 23, 1998 By: /s/ Jay L. King
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Jay L. King
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Page
NUMBER DESCRIPTION NUMBER
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10.1 Assignment Agreement dated December 16, 1998 6
by and between Casinovations Incorporated
and Randy D. and Irene C. Sines.
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