SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material under Section 240.14a-12
LAS VEGAS GAMING, INC.
- -----------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- -----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Proposed maximum aggregate value of transaction:
4) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
LAS VEGAS GAMING, INC.
3261 South Highland Avenue Suite 613
Las Vegas, NV 89109
April 20, 2001
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders
of Las Vegas Gaming, Inc., which will be held at Spanish Trail Country
Club, 5050 Spanish Trail Lane, Las Vegas, Nevada, on May 16, 2001, at
1:00 p.m. Pacific Daylight Time.
Details of the business to be conducted at the annual meeting are
given in the attached Notice of Annual Meeting of Shareholders and
Proxy Statement.
Please disregard our prior mailing dated April 16, 2001, as it was
sent to you in error. We will not accept proxies signed and sent to
us from this prior mailing and you should review only the enclosed
proxy statement in making your decision on how to vote your shares at
the meeting.
Whether or not you attend the annual meeting, it is important that
your shares be represented and voted at the meeting. Therefore, I urge
you to sign, date, and promptly return the enclosed proxy. If you
decide to attend the annual meeting and vote in person, you will of
course have that opportunity.
On behalf of the board of directors, I would like to express our
appreciation for your continued interest in the affairs of Las Vegas
Gaming, Inc.
Sincerely,
/s/ Russell R. Roth
Russell R. Roth
CEO and Chairman
Las Vegas Gaming, Inc.
3261 South Highland Avenue Suite 613
Las Vegas, NV 89109
Telephone (702) 733-9703
____________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 16, 2001
___________________________________________________
TO THE SHAREHOLDERS OF Las Vegas Gaming, Inc.:
The annual meeting of the shareholders of Las Vegas Gaming, Inc. will
be held at Spanish Trail Country Club, 5050 Spanish Trail Lane, Las
Vegas, Nevada, on May 16, 2001, at 1:00 p.m. Pacific Daylight Time,
for the following purposes:
1. To elect three directors to serve until the next annual
meeting or until their successors are elected and qualified;
2. To confirm the appointment of Piercy, Bowler, Taylor and
Kern as auditors for the Company;
3. To transact any other business that may properly come before
the meeting or any adjournment of the meeting.
Shareholders of record at the close of business on April 16, 2001
are entitled to notice of and to vote at the meeting. The
Company's proxy statement and its 2000 annual report to
shareholders accompany this notice.
All shareholders are invited to attend the meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Russell R. Roth
RUSSELL R. ROTH, President
Las Vegas, Nevada
April 20, 2001
IMPORTANT
Whether or not you expect to attend in person, we urge you to sign,
date, and return the enclosed Proxy at your earliest convenience. This
will ensure the presence of a quorum at the meeting. PROMPTLY SIGNING,
DATING, AND RETURNING THE PROXY WILL SAVE LAS VEGAS GAMING THE EXPENSE
AND EXTRA WORK OF ADDITIONAL SOLICITATION. Sending in your Proxy will
not prevent you from voting your stock at the meeting if you desire to
do so, as your Proxy is revocable at your option.
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Las Vegas Gaming, Inc.
3261 South Highland Avenue Suite 613
Las Vegas, NV 89109
Telephone (702) 733-9307
________________________________________________
PROXY STATEMENT
________________________________________________
For the Annual Meeting of Shareholders
To be held May 16, 2001
NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT IN
CONNECTION WITH THE SOLICITATION OF PROXIES MADE HEREBY, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY LAS VEGAS GAMING OR ANY OTHER PERSON.
MATTERS TO BE CONSIDERED
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Las Vegas Gaming, Inc. (the
"Company") for use at the annual meeting of the shareholders of the
Company, or any adjournments thereof. The meeting will be held at
Spanish Trail Country Club, 5050 Spanish Trail Lane, Las Vegas,
Nevada, on May 16, 2001, at 1:00 p.m. Pacific Daylight Time, to elect
three directors to serve until the next annual meeting or until their
successors are elected and qualified and to confirm the appointment of
the accounting firm of Piercy, Bowler, Taylor & Kern as the Company's
auditors.
Management knows of no other business that may properly come before
the meeting. The above matters require for their approval the
affirmative vote of a majority of the shares represented at a meeting
at which a quorum is present.
This proxy statement and the enclosed form of proxy are first being
mailed to shareholders on or about April 20, 2001.
RECORD DATE; SOLICITATION OF PROXIES
The board of directors of Las Vegas Gaming has fixed the close of
business on April 16, 2001 as the record date for the determination of
shareholders entitled to notice of and to vote at the annual meeting.
At the record date, there were approximately 3,125,113 shares of
common stock issued, outstanding, and entitled to vote at the meeting.
Holders of common stock are entitled to one vote at the meeting for
each share of common stock held of record on the record date. There
are no separate voting groups or separate series of stock.
In addition to the solicitation of proxies by the board of directors
through use of the mails, proxies may also be solicited by Las Vegas
Gaming and its directors, officers and employees (who will receive no
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additional compensation therefor) by telephone, telegram, facsimile
transmission or other electronic communication, and/or by personal
interview. Las Vegas Gaming will reimburse banks, brokerage houses,
custodians and other fiduciaries who hold shares of common stock in
their name or custody, or in the name of nominees for others, for
their out-of-pocket expenses incurred in forwarding copies of the
proxy materials to those persons for whom they hold such shares. Las
Vegas Gaming will bear the costs of the annual meeting and of
soliciting proxies therefor, including the cost of printing and
mailing this proxy statement and related materials. Las Vegas Gaming
has spent approximately $2,000 in legal and other expenses in the
preparation of this proxy statement and other expenses connected with
the solicitation of security holders. It is anticipated that Las
Vegas Gaming will spend an additional $2,000 in solicitation of
security holders before the meeting is held.
Any questions or requests for assistance regarding Las Vegas Gaming's
proxies and related materials may be directed in writing to Russell
Roth, at 3261 South Highland Avenue Suite 613, Las Vegas, Nevada
89109.
VOTE REQUIRED AND VOTING
In order to obtain shareholder approval, fifty percent (50%) of the
issued and outstanding shares of common stock entitled to vote as of
the record date, represented in person or by proxy, is required for a
quorum at the annual meeting. Abstentions may be specified and will
be counted as present for the purpose of determining the existence of
a quorum. Election of directors shall be accomplished by the three
candidates receiving a plurality of the votes cast at a shareholder's
meeting by the shareholders entitled to vote in the election.
You can vote by either attending the meeting in person or by filling
out and sending in your proxy. Shares of common stock that are
represented by properly executed proxies, unless such proxies shall
have previously been properly revoked (as provided herein), will be
voted in accordance with the instructions indicated in such proxies.
If no contrary instructions are indicated, such shares will be voted
FOR the named nominees for the board of directors identified herein.
Shares represented by proxies that have voted against the propositions
presented at the meeting cannot be used to postpone or adjourn the
meeting in order to solicit more votes for the proposition.
Brokers who hold shares in a street name have the authority to vote
when they have not received instructions from the beneficial owners.
Brokers who do not receive instructions, but who are present in person
or by proxy at the meeting will be counted as present for quorum
purposes.
OTHER MATTERS
It is not expected that any matters other than those referred to in
this proxy statement will be brought before the meeting. If other
matters are properly presented, however, the persons named as proxy
appointees will vote in accordance with their best judgment on such
matters. The grant of a proxy also will confer discretionary authority
on the persons named as proxy appointees to vote in accordance with
their best judgment on matters incident to the conduct of the meeting.
REVOCATION OF PROXY
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Any shareholder may revoke his, her or its proxy (other than an
irrevocable proxy coupled with an interest) at any time before it is
voted, by: (1) filing with the corporate secretary of Las Vegas Gaming
an instrument revoking the proxy; (2) returning a duly executed proxy
bearing a later date; or (3) attending the meeting and voting in
person. Attendance at the meeting will not by itself constitute
revocation of a proxy.
SHAREHOLDERS ARE URGED TO READ AND CAREFULLY CONSIDER THE INFORMATION
PRESENTED IN THIS PROXY STATEMENT, AND SHAREHOLDERS ARE URGED TO
COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE
ACCOMPANYING PREPAID ENVELOPE.
ELECTION OF DIRECTORS
Three directors are to be elected at the annual meeting, to hold
office for one year until the next annual meeting of shareholders, and
until their successors are elected and qualified. It is intended that
the accompanying proxy will be voted in favor of the following persons
to serve as directors unless the shareholder indicates to the contrary
on the proxy. Management expects that each of the nominees will be
available for election, but if any of them is not a candidate at the
time the election occurs, it is intended that such proxy will be voted
for the election of another nominee to be designated by the Board of
Directors to fill any such vacancy.
NOMINEES
The following sets forth information regarding each nominee.
All Positions Years/Mos. Served
And Offices as Director
Name with LVGI Age of the Company
Russell R. Roth President, Chief Executive 54 3 years
Officer & Director
Gary Baldwin Secretary/Treasurer, 49 2 year, 10 months
Director
Richard Irvine Director 59 3 months
_______________________________________________
Russell R. Roth. Mr. Roth has been President, Chief Executive Officer,
Chief Financial Officer and Chairman of the Company since April 1998.
From January 1995 to December 1999, Mr. Roth had been the feature
writer, editor and co-owner of the Las Vegas Investment Report and had
managed portfolios for a few select individuals. From September 1994
to April 1996, Mr. Roth served as President of National Investment &
Tax Managers, Inc. From January 1987 to April 1993, Mr. Roth served as
Chief Financial Officer of Sotheby's Holdings, Inc., an art auction
company. At Sotheby's Holdings, Inc., Mr. Roth spearheaded the
Company's initial public offering in 1988. From 1983 to 1986, Mr. Roth
served as Chief Financial Officer of Cessna Aircraft Company where Mr.
Roth coordinated a successful merger of
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the Company with General Dynamics Corp. From 1974 to 1983, Mr. Roth
served in various financial capacities for Rockwell International and
the Bendix Corporation. Mr. Roth received his Bachelors of Science in
Economics from the University of Kansas in 1968 and his Masters of
Business Administration from the University of Michigan in 1973.
Gary G. Baldwin. Mr. Baldwin has served as Executive Vice President
and Director of the Company since April 1998. On August 13, 1999, the
Board of Directors appointed him Treasurer of the Company. From April
1997 to April 1998, Mr. Baldwin served as General Manager of TJ
Wholesale. From 1995 to 1996, Mr. Baldwin served as General Manager
of the Old Chicago Casino in Cripple Creek, Colorado. From 1993 to
1995, Mr. Baldwin served as General Manager of the St. Charles
Riverfront Station in St. Charles, Missouri, a casino property owned
by Station Casinos, Inc. From 1989 to 1993, Mr. Baldwin served as
Assistant General Manager of the Imperial Palace Hotel and Casino in
Las Vegas, Nevada. From 1985 to 1989, Mr. Baldwin was co-owner of
Norquist Construction Company. From 1984 to 1985, Mr. Baldwin served
as General Manager of the Nevada Palace where he was licensed to
participate in the profits of the hotel-casino. From 1978 to 1984,
Mr. Baldwin was co-owner and served as General Manager/Casino Manager
of the Landmark Hotel and Casino in Las Vegas, Nevada. From 1975 to
1978, Mr. Baldwin worked for the Nevada State Gaming Control Board as
a Senior Financial Investigative Agent. In this capacity, Mr. Baldwin
conducted and supervised major investigations throughout the United
States and Europe on behalf of the Nevada State Gaming Control Board
and worked with various federal, state and local agencies, such as
the Federal Bureau of Investigations, the Bureau of Alcohol, Tobacco
and Firearms, and state and local police departments.
Richard Irvine, Director has been GameTech's Executive Vice President
of Planning and Development since February 1999. Mr. Irvine was
President and Chief Operating Officer of Mikohn Gaming Corporation
from July 1995 until September 1998. He had served on the Mikohn's
corporate Board of Directors since it became a publicly traded company
in late 1993. Mr. Irvine, from 1993-1995, was Senior Vice President-
Marketing and Entertainment for Boomtown, Inc., a Reno based owner
and operator of casino properties in Verdi and Las Vegas, Nevada;
Biloxi, Mississippi; and New Orleans, Louisiana. From 1991-1993, he
was Vice President of Marketing for the worldwide Walt Disney
Attractions. His first entry into the gaming industry came as
Executive Vice President Worldwide Sales and Marketing for Inter-
national Game Technology (IGT), the world's leading manufacturer of
gaming machines. During his four years there, IGT's sales revenues
tripled in volume. Mr. Irvine was co-founder of Aurora Productions.
During an eight-year stint there, he was Executive producer on such
films as "Heart Like a Wheel," "Secret of Nihm" and "Eddie and the
Cruisers," and also the Broadway show, "The Suicide."
He has also served as President and Chief Operating Officer of
Straight Arrow Publishing, owners of Rolling Stone Magazine, and as
Executive Vice President of Unicorn/Sovaminco, a U.S.-U.S.S.R. joint
venture. He began his career in media sales for Time, Inc. (now Time-
Warner) after attending the University of Southern California.
THE BOARD RECOMMENDS
A VOTE IN FAVOR OF THE NAMED NOMINEES.
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BENEFICIAL STOCK OWNERSHIP
The following table sets forth, as of April 16, 2001, Common Stock
ownership of (1) the Directors of the Company, (2) the only persons
known to management to be the beneficial owners of more than five
percent of the Common Stock of the Company, and (3) the Company's
Directors and Officers as a group:
Amount and
Nature of
Title of Name and Address Beneficial Percent
Class of Beneficial Owner(1) Ownership of Class(2)
- ------------------------------------------------------------------------
Common Russell R. Roth 464,177 14.9%
3261 S. Highland Dr., Ste 613
Las Vegas, NV 89109
Common Gary Baldwin 189,433 6.1%
3261 S. Highland Dr., Ste 613
Las Vegas, NV 89109
Common Ernest W. Moody 200,000 6.4%
2116 Redbird Dr.
Las Vegas, NV 89134
Common Robert Steiner 200,000 6.4%
2060 N. Bay Rd.
Miami Beach, FL 33140
Common Richard Irvine 0 0.0%
Common Officers & Directors
(As a group of 3 persons) 653,610 21.0%
__________________________________________________
(1) Addresses are furnished only for those beneficial owners of 5%
or more of the Company's Common Stock. All beneficial owners have sole
voting and investment power over all of the shares they own.
(2) Based on 3,125,113 shares of common stock issued, outstanding,
and entitled to vote at the meeting.
INFORMATION REGARDING THE BOARD
The Board met 12 times during this fiscal year and as issues were
raised signed several written consents to action without meeting. All
directors attended 75% or more of the aggregate number of Board
meetings. The Audit and Compensation Committees met twice during the
year ending December 31, 2000.
On September 27, 2000, Mark Valenti resigned as vice president,
secretary and director of the Company, and on December 28, 2000, Bill
Williams resigned as secretary and director of the Company. On
January 14, 2001, Mr. Rich Irvine was appointed to the Board of
Directors.
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The directors are not currently paid for acting as members of the
board, other than receiving stock options.
The following table sets forth certain information as to our Chief
Executive Officer and the highest paid officers and directors for our
last fiscal year ended December 31, 2000. No other compensation was
paid to any such officers or directors during this time period.
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Annual Compensation Table
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Annual Compensation Long Term Compensation
------------------- ----------------------
Other All
Annual Other
Com- Com-
pen- Restricted pen-
sa- Stock Options/ LTIP sa-
Name Title Year Salary Bonus tion Awarded SARs(#) payouts($)tion
- ---- ----- ---- -------- ----- ------ ------- ------- --------- ----
Russell
R. Roth Director, 2000 $ 0 0 0 0 0 0 0
CEO, CFO
and
President
Gary G.
Baldwin Director, 2000 $ 48,000 0 0 0 0 0 0
Secretary
and
Treasurer
Rich
Irvine Director 2000 $ 0 0 0 0 0 0 0
Mark F.
Valenti Former 2000 $ 0 0 32,000 0 0 0 0
Director
Bill R.
Williams Former
Director 2000 $ 0 0 0 0 0 0 0
Insider Participation in Compensation Decisions
The Company has a two member Compensation Committee made up of Russell
R. Roth and Richard Irvine. Members of the Compensation Committee are
not salaried employees of the Company at this time. Mr. Gary Baldwin
is the only member of the Board receiving any cash compensation from
the Company. Mr. Baldwin and Mr. Roth received 25,900 stock options
for their services during the year ended December 31, 2000.
Board of Directors Report on Executive Compensation
The Board of Directors has no existing policy with respect to the
specific relationship of corporate performance to executive
compensation. The Board has set executive compensation at what the
Board
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considered to be the minimal levels necessary to retain and
compensate the officers of the Company for their activities on the
Company's behalf.
SELECTION OF AUDITORS
The Board of Directors selected Piercy, Bowler, Taylor & Kern,
Certified Public Accountants, as the independent auditors to examine
the Company's financial statements for the fiscal year ended December
31, 2000. The shareholders are being asked to confirm this
appointment.
FUTURE STOCKHOLDER PROPOSALS
It is anticipated that the release date for Las Vegas Gaming's proxy
statement and form of proxy for its next annual meeting of
shareholders will be April 26, 2002. The deadline for submittals of
shareholder proposals to be included in that proxy statement and form
of proxy is 120 days prior to that date. The date after which a
notice of a shareholder proposal submitted independent of Las Vegas
Gaming's proxy statement and form of proxy is considered untimely is
45 days prior to April 26, 2002.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Commission, are
incorporated herein by reference:
(i) the Company's Annual Report filed on Form 10-K filed with
the Commission on April 12, 2001, for the fiscal year
ended December 31, 2000;
(ii) the Company's Quarterly Reports filed on Form 10-QSB on
August 18, 2000 as amended on August 24, 2000 and November
20, 2000.
(iii) the Company's Reports filed on Form 8-K on October 26,
2000, January 31, 2001, March 9, 2001 and April 4, 2001.
The following documents, attached hereto, are incorporated herein by
reference:
Exhibit Number Description
- -------------- -----------
1 Annual Report filed on Form 10-K
All reports and definitive proxy or information statements filed by
the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Proxy Statement and prior
to the date of the Annual Meeting shall be deemed to be incorporated
by reference into this Proxy Statement from the dates of filing of
such documents. Any statement contained in a document incorporated or
deemed to be incorporated in this Proxy Statement shall be deemed to
be modified or superseded for purposes of this Proxy Statement to the
extent that a statement contained herein or in any other subsequently
filed document that also is or is deemed to be incorporated by
reference modifies or supersedes such statement.
A copy of the documents incorporated herein by reference (excluding
exhibits unless such exhibits are specifically incorporated by
reference into the information incorporated herein) that are not
presented
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with this document or delivered herewith, will be provided
without charge to each person, including any beneficial owner, to whom
a Proxy Statement is delivered, upon oral or written request of any
such person and by first-class mail or other equally prompt means.
Requests should be directed to the Corporate Secretary at the address
set forth above.
WHERE YOU CAN FIND MORE INFORMATION
Las Vegas Gaming is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended. Las Vegas Gaming files
reports, proxy statements and other information with the SEC. You may
read and copy these reports, proxy statements and other information at
the SEC's Public Reference Section at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains an Internet website, located at www.sec.gov,
that contains reports, proxy statements and other information
regarding companies and individuals that file electronically with the
SEC.
PLEASE SIGN, DATE AND RETURN THE ACCOMPANYING PROXY AT YOUR EARLIEST
CONVENIENCE, WHETHER OR NOT YOU CURRENTLY PLAN TO ATTEND THE MEETING.
By Order of the Board of Directors
/s/ Russell R. Roth
_______________________________
Russell R. Roth
CEO and Chairman
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Las Vegas Gaming, Inc.
PROXY
Annual Meeting of Shareholders
May 16, 2000
PROXY
The undersigned appoints Russell Roth of Las Vegas Gaming, Inc. with
full power of substitution, the attorney and proxy of the undersigned,
to attend the annual meeting of shareholders of Las Vegas Gaming,
Inc., to be held May 16, 2001, beginning at 1:00 p.m., Pacific
Daylight Time, at Spanish Trail Country Club, 5050 Spanish Trail Lane,
Las Vegas, Nevada, and at any adjournment thereof, and to vote the
stock the undersigned would be entitled to vote if personally present,
on all matters set forth in the Proxy Statement sent to Shareholders,
a copy of which has been received by the undersigned, as follows:
Please mark your votes as indicated [X]
Total Number of Shares Held: ______________
This proxy when properly signed will be voted in the manner directed
herein by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR THE PROPOSAL.
1. For the election of the following three nominees as directors of
the Company, to serve until the next annual meeting and until their
successors are elected and qualify: Russell R. Roth, Gary Baldwin and
Richard Irvine.
FOR Nominees NOT FOR Nominees
[_] [_]
2. To confirm the appointment of Piercy, Bowler, Taylor and Kern as
the Company's auditors.
FOR Appointment NOT FOR Appointment
[_] [_]
In his discretion, the proxy is authorized to vote upon such other
business as may properly come before the meeting.
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. When joint tenants hold
shares, both should sign. When signing as attorney, executor,
administrator, trustee, or guardian, please give full title as such.
If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership
name by an authorized person. Please sign exactly as your name appears
on your stock certificate(s).
Signature(s) Dated: ________________, 2001
___________________________ ___________________________
PLEASE SIGN AND RETURN THIS PROXY PRIOR TO MAY 9, 2001.
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