===============================================================================
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): January 17, 2001
Casino Data Systems
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Nevada 88-0261839
- ------------------------------- ------------- -------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3300 Birtcher Drive, Las Vegas, Nevada 89118
- ----------------------------------------------------- -------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (702) 269-5000
--------------
N/A
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
===============================================================================
ITEM 5. OTHER EVENTS.
Acquisition of Casino Data Systems ("Registrant")
On January 17, 2001, Aristocrat Leisure Limited, an Australian
company (the "Parent"), announced that it had entered into an Agreement and
Plan of Merger (the "Merger Agreement"), under which Parent will acquire
Registrant, a Nevada corporation, in a cash-for-stock transaction, with an
aggregate purchase price of approximately $180.5 million. A copy of the
Merger Agreement is attached hereto as Exhibit 2.1.
The Merger Agreement sets forth the terms and conditions of the
merger of an indirect wholly owned subsidiary of Parent with and into
Registrant. Upon consummation of the proposed merger, Registrant will become
a wholly owned indirect subsidiary of Parent. In the merger, each holder of
Registrant capital stock will have the right to receive $9.25 per share in
cash. In addition, Steven A. Weiss, Chairman and Chief Executive Officer of
Registrant, and Michael D. Rumbolz, Vice Chairman of Registrant, have entered
into agreements under which they have agreed to vote certain of their shares
in favor of the merger.
Consummation of the merger is subject to a number of customary
conditions, including the approval of the merger by the shareholders of
Registrant and receipt of all necessary regulatory approvals. The merger is
anticipated to close in the second half of 2001. A copy of the press release
announcing this transaction is included herein as Exhibit 99.1 and is
incorporated by reference into this Item 5.
2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Merger dated as of January 17,
2001 among Aristocrat Leisure Limited, Cedar
Acquisition Corp., and Casino Data Systems
99.1 Press Release issued January 17, 2001.
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this current report to be signed on its behalf by
the undersigned hereunto duly authorized.
CASINO DATA SYSTEMS
Date: January 18, 2001 By: /s/ Steven A. Weiss
--------------------------------
Name: Steven A. Weiss
Title: Chairman and
Chief Executive Officer
4
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2.1 Agreement and Plan of Merger dated as of January 17,
2001 among Aristocrat Leisure Limited, Cedar
Acquisition Corp., and Casino Data Systems
99.1 Press Release issued January 17, 2001.
5