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 29, 1999
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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.)
6744 S. Spencer Street, 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
On March 6, 1999, Casinovations Incorporated, a Washington
corporation (the "Company"), entered into an Agreement and Plan
of Merger (the "Merger Agreement") with Casinovations Nevada
Incorporated, a Nevada corporation and wholly-owned subsidiary of
the Company (the "Subsidiary"), providing for the merger of the
Company with and into the Subsidiary (the "Merger"), with
the Subsidiary to be the surviving corporation. The primary
purpose of the Merger is to reincorporate the Company from the
State of Washington to the State of Nevada. If the Merger is
consummated, each share of common stock, par value $0.001, of
the Company issued and outstanding immediately prior to the
Merger shall represent a share of common stock, par value $.001,
of the Subsidiary. The Merger is subject to the approval of the
stockholders of the Company and the Subsidiary. For additional
information concerning the foregoing, reference is made to the
Merger Agreement, a copy of which is attached as an exhibit to
this Current Report and incorporated herein by reference.
The Company held its Annual Meeting of Stockholders (the
"Annual Meeting") on Monday, March 29, 1999. At the Annual
Meeting, the Company's stockholders were asked to: (i) elect the
Company's directors; (ii) consider and vote upon the Merger
Agreement and the Merger; (iii) approve and adopt the
Casinovations Incorporated 1999 Stock Option Plan the (the "Stock
Option Plan"); and (iv) transact such other business as may
properly come before the Annual Meeting of Stockholders and any
adjournments thereof. Although the affirmative vote of a
majority of the outstanding shares of the Company's common stock
is required for the election of the Company's directors and the
approval of the Stock Option Plan, the affirmative vote of
holders of more than two-thirds of the outstanding shares the
Company's common stock is required to approve and adopt the
Merger Agreement and the Merger.
At the Annual Meeting, there were 7,293,992 shares of the
Company-s common stock outstanding. The votes of the Company's
stockholders were as follows:
(a) Election of Directors.
VOTES CAST
NAME OF DIRECTOR FOR AGAINST ABSTAIN
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Steven J. Blad 5,618,499 -0- 52,500
Richard S. Huson 5,618,499 -0- 52,500
Ronald O. Keil 5,618,499 -0- 52,500
Jamie McKee 5,618,499 -0- 52,500
David E. Sampson 5,618,499 -0- 52,500
Bob L. Smith 5,618,499 -0- 52,500
(b) Approval and Adoption of the Merger Agreement and the
Merger
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VOTES CAST
FOR AGAINST ABSTAIN
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5,649,499 -0- 21,500
(c) Approval and ratification of the Casinovations
Incorporated 1999 Stock Option Plan
VOTES CAST
FOR AGAINST ABSTAIN
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5,548,425 90,474 32,100
From the votes cast by the Company's stockholders, the Company's
directors were elected and the Stock Option Plan was adopted by a
majority of the outstanding shares of the Company's common stock
and the Merger Agreement and the Merger were approved by more
than two-thirds of the outstanding shares of the Company's common
stock.
Articles of Merger with respect to the Merger were filed
with the Secretary of State of the State of Nevada and the
Secretary of State of the State of Washington, and the Merger
became effective April 1, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
2.01 Agreement and Plan of Merger dated March 6,
1999 by and between Casinovations Incorporated
and Casinovations Nevada Incorporated,
incorporated by reference from the Company's
Form 10-KSB filed with the Securities and
Exchange Commission on March 26, 1999.
3.01 Articles of Incorporation of Casinovations
Nevada Incorporated.
3.02 Bylaws of Casinovations Nevada Incorporated.
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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: April 2, 1999 By: /s/ Jay L. King
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Jay L. King
Chief Financial Officer,
Secretary and Treasurer
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EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
2.01 Agreement and Plan of Merger dated March 6,
1999 by and between Casinovations Incorporated
and Casinovations Nevada Incorporated,
incorporated by reference from the Company's
Form 10-KSB filed with the Securities and
Exchange Commission on March 26, 1999.
3.01 Articles of Incorporation of Casinovations 6
Nevada Incorporated.
3.02 Bylaws of Casinovations Nevada Incorporated. 12
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