UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number _____
NOTIFICATION OF LATE FILING
(Check One):
[x]Form 10-K [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]Form N-SAR
For Period Ended: June 30, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-K
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: N/A
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
Part I-Registrant Information
Full Name of Registrant:
Capital Gaming International, Inc.
Former Name if Applicable:
N/A
Address of Principal Executive Office (Street and Number):
2701 East Camelback Road, Suite 484
City, State and Zip Code:
Phoenix, Arizona 85016
Part II-Rules 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[x] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b- 25(c) has been attached if applicable.
Part III-Narrative
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
1. Capital Gaming International, Inc. (the "Company") and U.S.
Bank, the Indenture Trustee pursuant to the Company's Amended Indenture, are in
the final stages of drafting further amendments to the Amended Indenture which
would resolve favorably to all parties any alleged technical Events of Default
(as defined) pursuant to the Amended Indenture. The resolution of these issues,
including execution of all documentation, is anticipated to occur within the
period of time of the extension and will have a material impact on the Company's
audited financial statements which cannot be completed in advance of such time.
2. Simultaneously with the further amendment to the Amended
Indenture which the Company anticipates will be entered into within the
extension period, the Company further anticipates having its audited financial
statements completed and ready for filing with the Form 10-K.
Part IV-Other Information
(1) Name and telephone number of person to contact in regard to this
notification
William S. Papazian 602 667-0670
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[x] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[x] Yes [ ] No
-2-
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
A significant change in the results of the operations of the
Company is expected due to the following factors:
1. Litigation concerning, and subsequent settlement of, the
Company's Management Contract with the Muckleshoot Tribe; and
2. Resolution of all alleged Events of Default pursuant to the
Amended Indenture as described in Part III above.
A reasonable estimate of the results cannot be made at this
time because the Company has not yet received its aduited financial statements
for the fiscal year ended 6/30/98.
-3-
Capital Gaming International, Inc.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date 9/28/98 By William S. Papazian
---------------- -----------------------
Name: William S. Papazian
Title: Executive Vice President
and General Counsel
-4-