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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):
March 3,1998 (January 23, 1998)
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ADVANCED GAMING TECHNOLOGY, INC.
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(Exact Name of Registrant as Specified in Charter)
2482-650 West Georgia Street, P.O. Box 11610
Vancouver, British Columbia, Canada V6B 4N9
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(Address of Principal Executive Offices)
Wyoming 000-21991 98-0152226
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(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification
No.)
Registrant's telephone number, including area code:
(604) 689-8841
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
Effective February 26, 1998, the Company entered into a Financing,
Royalty and Licensing Agreement with Bingo Technologies Corporation ("BTC"),
dated as of February 9, 1998, pursuant to which the Company appointed BTC the
exclusive licensee and agent for the Company in the production, marketing and
distribution of the Company's MAXPlus and TurboMax fixed base interactive
electronic bingo system units in the United States for a five-year initial
period, for an initial loan of $400,000 as of December 10, 1997 and subsequent
loans of $500,000 as of January 2, 1998 and $200,000 as of February 3, 1998, a
monthly royalty of 15% of gross revenues received by BTC for distribution,
marketing and sales of the Company's products in the United States (to be
applied to the initial loan amount) and a minimum guaranteed annual royalty fee
for 1998 of $350,000 (with minimum annual fees for subsequent years to be
determined). In addition to the royalty, BTC agreed to pay the Company
$1,500,000. The Company will receive a 25% distributor commission on any order
it generates for BTC, which will assume operating function of the 20,000 square
foot warehouse and distribution center in Denver, Colorado.
The agreement specifically excludes the Company's hand-held electronic
bingo unit and territories of the world outside the United States.
As a result of the agreement with BTC, the Company will obtain needed
working capital, will reduce overhead substantially and will be in a position
to concentrate on the development of its technology and other products and
product development.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibit
(c) The following exhibit is filed as part of this current report:
Exhibit 10.1. Financing, Royalty and Licensing
Agreement between the Company and Bingo
Technologies Corporation dated as of
February 9, 1998 and effective as of
February 26, 1998
Item 9. Sales of Equity Securities Pursuant to Regulation S.
Information concerning recent sales by the registrant of equity
securities that were not registered under the Securities Act of 1933 in
reliance upon Regulation S under
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that Act is set forth below. No underwriters were involved in the transactions,
except a finder's fee of 12% was paid to Select Capital Advisors, Inc. in
connection with the sale of certain convertible debentures. The registrant did
not publicly offer any securities.
(a) As of January 23, 1998, 110,000 shares were issued to Crystal
Securities, Inc. in partial payment of a commission.
(b) As of February 4, 1998, 1,302,083 shares were issued to FT Trading
Company upon partial conversion of $50,000 of a $275,000 convertible debenture.
(c) As of February 13, 1998, 1,500,000 shares were issued to Vince
Aballini upon conversion of $150,000 promissory note.
(d) As of February 13, 1998, 1,550,000 shares were issued to Bruno
Benedet upon conversion of a $105,000 promissory note and $50,000 of an
$150,000 promissory note.
(e) As of February 18, 1998, 150,000 shares were issued to Terry
Sklavenitis upon exercise of a stock option.
(f) As of February 24, 1998, 608,000 additional shares were issued to
Brent Wipp and 912,000 additional shares were issued to World Technical Supply,
Inc. for their providing necessary financing in a timely manner, for converting
their promissory notes at the request of the Company, for introducing other
investors to the Company and for late payment of a loan.
(g) As of February 27, 1998, 250,000 shares were issued to each of
Knowles B. Cornwell and Kenneth R. Griffith as partial consideration for the
modification of a memorandum of understanding from an exclusive to a
non-exclusive distribution arrangement, as it relates to MAXPlus/TurboMax units
of Max Bingo Systems.
(h) As of February 27, 1998, 307,620 shares were issued to Bruno
Benedet upon conversion of a $25,000 promissory note and $5,762 accrued
interest.
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(i) As of February 27, 1998, 307,620 shares were issued to Vince
Aballini upon conversion of a $25,000 promissory note and $5,762 accrued
interest.
(j) As of February 27, 1998, 736,323 were issued to Stephen Dadson for
legal consulting services.
SIGNATURES
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.
ADVANCED GAMING TECHNOLOGY, INC.
By: /s/Firoz Lakhani
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Dated: March 3,1998 Firoz Lakhani
President
DC1DOCS1.68171.01
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