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) February 23, 2001 SILICON GAMING, INC. (Exact name of registrant as specified in its charter) California 0-28294 77-0357939 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2800 W. Bayshore Road, Palo Alto, California 94303 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (650) 842-9000 Not Applicable (Former name or former address, if changed since last report.) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS Exhibit No Description ---------- ----------- 9.1 Notice of Termination of Exchange Warrants ITEM 9. REGULATION FD DISCLOSURE On February 23, 2001, the company distributed a notice of termination to the registered holders of its exchange warrants issued June 30, 2000 in its exchange offer. The notice of termination is set forth on Exhibit 9.1 and is incorporated herein by reference. The information in this report is being furnished pursuant to Regulation FD. In accordance with General Instruction B.2 of Form 8-K, the information in this report shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. The furnishing of the information set forth in this report is not intended to, and does not, constitute a determination or admission as to the materiality or completeness of such information. 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, thereto duly authorized. SILICON GAMING, INC. Date: February 23, 2001 By: /s/ Andrew S. Pascal ------------------------------------ Andrew S. Pascal Chief Executive Officer and President