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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 29, 2001
CASINO DATA SYSTEMS
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
NEVADA 88-0261839
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
3300 BIRTCHER DRIVE, LAS VEGAS, NEVADA 89118
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (702) 269-5000
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(a) On June 29, 2001, Cedar Acquisition Corp., a Nevada corporation
("Cedar"), an indirect wholly owned subsidiary of Aristocrat Leisure Limited, an
Australian company ("Aristocrat") merged with and into Registrant pursuant to
the Agreement and Plan of Merger, dated as of January 17, 2001, by and among
Cedar, Aristocrat and Registrant (the "Merger Agreement"). As a result of this
transaction, Registrant will become a wholly owned subsidiary of Aristocrat.
Pursuant to the Merger Agreement, each share of common stock of
Registrant, no par value, issued and outstanding, was converted into a right to
receive $9.25 in cash. Furthermore, each option to purchase common stock of
Registrant outstanding immediately prior to the effective time (whether vested
or unvested) was canceled and each holder of such option received a cash payment
equal to the product of (1) the difference between $9.25 and the option exercise
price multiplied by (2) the total number of shares subject to the option, less
any applicable withholding taxes.
(b) Not applicable.
ITEM 5. OTHER EVENTS.
On June 29, 2001, the Registrant issued a press release announcing the
completion of the Merger. A copy of the press release is attached hereto as
Exhibit 99.1.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA AND EXHIBITS.
(c) Exhibits
EXHIBIT NO. DESCRIPTION
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99.1 Press Release issued June 29, 2001.
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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: June 29, 2001 By: /s/STEVE WEISS
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Name: Steve Weiss
Title: Chairman and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 PRESS RELEASE ISSUED JUNE 29, 2001.
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