<Page>
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
AMERICAN WAGERING, 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) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) 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:
<Page>
AMERICAN WAGERING, INC.
675 Grier Drive
Las Vegas, Nevada 89119
November 9, 2001
Dear Shareholder:
You are cordially invited to attend the annual meeting of
shareholders of American Wagering, Inc., which will be held
on November 28, 2001 at 10:00 a.m., Pacific Time at 675
Grier Drive, Las Vegas, Nevada 89119.
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.
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 American Wagering, Inc.
BY ORDER OF THE BOARD OF DIRECTORS
Victor Salerno
President, Chief Executive Officer
Chief Operating Officer & Director
2
<Page>
AMERICAN WAGERING, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
November 9, 2001
To the Shareholders:
Notice is hereby given that the annual meeting of the
holders of shares of common stock of American Wagering,
Inc., a Nevada corporation ("American Wagering") will be
held at 675 Grier Drive, Las Vegas, Nevada 89119 on November 28,
2001 at 10:00 a.m., Pacific Time, for the following purposes:
1. To ratify a stock option plan approved by the board of directors.
2. To elect the members of the board of directors.
3. To transact such other business as may properly come before the meeting.
Only shareholders of record at the close of business on
October 2, 2001 are entitled to notice of, and to vote at,
this meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Victor Salerno
President, Chief Executive Officer
Chief Operating Officer & Director
Las Vegas, Nevada
November 9, 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 AMERICAN WAGERING 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.
3
<Page>
AMERICAN WAGERING, INC.
675 Grier Drive
Las Vegas, Nevada 89119
November 9, 2001
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD NOVEMBER 28, 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 AMERICAN WAGERING OR ANY OTHER PERSON.
THE ANNUAL MEETING
GENERAL
This proxy statement is furnished in connection with the
solicitation of proxies by the board of directors of
American Wagering to be voted at the annual meeting of
shareholders of American Wagering (the "annual meeting"),
which will be held at 10:00 a.m. Pacific Time on November 28,
2001, at 675 Grier Drive, Las Vegas, Nevada 89119. The
purpose of the annual meeting is to consider and vote upon
the ratification of the company's new stock option plan,
the election of its board of directors and such other business
as may properly come before the meeting. A copy of the stock
option plan is attached to this proxy statement as Appendix
A. This proxy statement and the enclosed form of proxy are
first being mailed to American Wagering shareholders on or
about November 9, 2001.
RECORD DATE; SOLICITATION OF PROXIES
The board of directors of American Wagering has fixed the
close of business on October 2, 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 8,076,665 shares of common stock issued,
outstanding, and entitled to vote at the annual meeting.
Holders of common stock are entitled to one vote at the
annual meeting for each share of common stock held of record
at 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 American Wagering and its directors, officers
and employees (who will receive no additional compensation
therefor) by telephone, telegram, facsimile transmission or
other electronic communication, and/or by personal
interview. American Wagering will reimburse banks,
brokerage houses, custodians and
4
<Page>
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.
American Wagering 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. American Wagering has spent approximately $5,000
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 American
Wagering will spend an additional $2,500 in solicitation of
security holders before the meeting is held.
Any questions or requests for assistance regarding American
Wagering' proxies and related materials may be directed in
writing to Timothy F. Lockinger, at 675 Grier Drive, Las
Vegas, Nevada 89119.
VOTE REQUIRED AND VOTING
Two-Thirds (2/3rds) 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. The nominees for the board of
directors receiving the 5 highest number of votes will be
elected to the board of directors. Abstentions may be
specified and will be counted as present for the purpose of
determining the existence of a quorum.
In order to obtain shareholder approval of the stock option
plan, fifty percent (50%) of the shares attending,
represented in person or by proxy and constituting a quorum,
will be required.
You can vote by either attending the annual 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 in favor of the nominees for the board of directors
and the stock option plan and in the discretion of the
persons named in the proxy as proxy appointees, as to any
other matter that may properly come before the annual
meeting (of which American Wagering is not presently aware).
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 annual
meeting will be counted as present for quorum purposes.
5
<Page>
OTHER MATTERS
It is not expected that any matters other than those
referred to in this proxy statement will be brought before
the annual 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 annual meeting.
REVOCATION OF PROXY
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 American Wagering an instrument revoking the
proxy; (2) returning a duly executed proxy bearing a later
date; or (3) attending the annual meeting and voting in
person. Attendance at the annual meeting will not by itself
constitute revocation of a proxy.
EMPLOYEE STOCK OPTION PLAN
On August 9, 2001, the board of directors created and
approved an incentive stock option plan in the form and
content attached to this document as Appendix A. The stated
purpose of this Plan is to strengthen the Company by
providing incentive stock options as a means to attract,
retain and motivate personnel, through ownership of
stock of the Company, and to attract individuals
of outstanding ability to render services to and
enter the employment of the Company or its subsidiaries.
The board has issued 350,769 options under this Plan.
In summary, this Plan provides as follows:
Types of Stock Options
There are two types of Stock Options that may be granted:
(1) Options intended to qualify as Incentive Stock Options
under Section 422 of the Internal Revenue Code ("Qualified
Stock Options"), and (2) Options not specifically authorized
or qualified for favorable income tax treatment under the
Internal Revenue Code ("Non-Qualified Stock Options").
Administration of the Plan
The Plan is administered by a Plan Administrator serving at
the pleasure of the Board of Directors. Currently the Plan
Administrator is the Compensation Committee. Subject to the
provisions of the Plan, the Plan Administrator has authority
to construe and interpret the Plan, to promulgate, amend,
and rescind rules and regulations relating to its
administration, to select, from time to time, among the
eligible employees and non-employee consultants of the
Company and its subsidiaries those employees and
6
<Page>
consultants to whom Stock Options will be granted, to
determine the duration and manner of the grant of
the Options, to determine the exercise price, the
number of shares and other terms covered by the Stock Options, to
determine the duration and purpose of leaves of absence which may be
granted to Stock Option holders without constituting termination of
their employment for purposes of the Plan, and to make all of the
determinations necessary or advisable for administration of the Plan.
In making such determinations, the Plan Administrator shall take into
account the nature of the Optionee's services and responsibilities,
the Optionee's present and potential contribution to the Company's success
and such other factors as the Plan Administrator may deem relevant.
All employees and members of the Board of Directors of the Company,
as well as consultants and advisors to the Company or its subsidiaries
shall be eligible to receive Options. With respect to the grant of
Options to consultants and advisors, bona fide services must be rendered
by such individuals and such services must not be in connection with a
capital raising transaction. The interpretation and construction by the
Board of any provision of the Plan, or of any agreement issued and
executed under the Plan, is final and binding upon all parties. No member
of the Board, or the Plan Administrator, can be held liable for any action
or determination undertaken or made in good faith with respect
to the Plan or any agreement executed pursuant to the Plan.
The Board of Directors, the Plan Administrator and its
members shall be entitled to indemnification from the
Company to the fullest extent provided by law and the
Company's governing documents.
Grant of Options
The Company is authorized to grant Incentive Stock Options
as defined in section 422 of the Code to any employee or
director of the Company, or of any of its subsidiaries;
provided, however, that no person who owns stock possessing
more than 10% of the total combined voting power of all
classes of stock of the Company, or any of its parent or
subsidiary corporations, shall be eligible to receive an
Incentive Stock Option under the Plan unless at the time
such Incentive Stock Option is granted the Option price is
at least 110% of the fair market value of the shares subject
to the Option.
An employee may receive more than one Option under the Plan.
Non-Employee Directors are eligible to receive Non-Qualified
Stock Options in the discretion of the Plan Administrator.
In addition, Non-Qualified Stock Options may be granted to
Consultants who are selected by the Plan Administrator.
Stock Subject to Plan
The stock available for grant of Options under the Plan are
shares of the Company's authorized but un-issued, or
reacquired, Common Stock. The aggregate maximum number of
Shares for which Options may be granted during any 12 month
period pursuant to the Plan shall be the greater of : (1) $1
million in aggregate exercise price, (2) an aggregate
exercise price equal to 15% of the total assets of the
Company, or (3) 15% of the issued and outstanding common
stock of the company, including shares previously issued
under the Plan or other stock option plans created by the
Company, whichever is greater. The maximum number of shares
for which an Option may be
7
<Page>
granted to any Optionee during any calendar year may not exceed 250,000
shares. In the event that any outstanding Option under the Plan for any
reason expires or is terminated, the shares of Common Stock allocable to
the unexercised portion of that Option shall again be available for
issuance under the Plan as if no Option had been granted with regard to
such shares.
Terms and Conditions of Options
Specific requirements for the terms and conditions of all
Option Agreements entered into are detailed in the Plan.
Effective Date and Term of the Plan
This Plan became effective (the "Effective Date") on August
9, 2001, the date of adoption by the Board of Directors. If
the Plan is not approved by vote of a majority of the
outstanding voting stock of the Company on or before August
8, 2002, no Option granted under the Plan shall be a
Qualified Stock Option and all Options granted under the
Plan shall remain outstanding but shall be Non-Qualified
Stock Options. Unless sooner terminated by the Board in its
sole discretion, no Option may be granted under the Plan
after August 8, 2011.
Change of Control
In the event of a Change of Control (as defined within the
Plan), all Options then outstanding under the Plan
immediately shall become vested and exercisable in full.
Adjustments
In the event that a dividend shall be declared upon the
Common Stock payable in Shares of Common Stock or if a stock
split is declared with respect to the Common Stock, the
number of Shares of Common Stock then subject to any Option
outstanding under the Plan and the number of Shares reserved
for the grant of Options pursuant to the Plan shall be
adjusted.
Termination or Amendment of the Plan
The Board may at any time terminate or amend the Plan;
provided that, without approval of the shareholders, the
board cannot: (a) increase the total number of shares
covered by the Plan (except as may be automatically adjusted
as described above), (b) change the class of persons
eligible to receive Qualified Stock Options, or (c) make any
other change or amendment to which stockholder approval is
required in order to satisfy the conditions set forth in
Rule 16b-3 promulgated under the Exchange Act, in each case
without obtaining approval, within twelve months before or
after such action, by vote of a majority of all outstanding
voting stock of the Company. No amendment to the Plan,
however, shall adversely affect any outstanding Option in
any material respect without the consent of the Optionee.
8
<Page>
You have an opportunity to vote in favor or against the
approval of this stock option plan by checking the
appropriate box on the attached proxy card. BY NOT CHECKING
A BOX ON THE PROXY CARD, YOU WILL BE TAKEN AS VOTING IN
FAVOR OF APPROVAL OF THIS STOCK OPTION PLAN.
THE BOARD RECOMMENDS A VOTE IN FAVOR OF APPROVAL OF THE
STOCK OPTION PLAN.
ELECTION OF DIRECTORS
Five directors are to be elected at the annual meeting, to
hold office for one year or 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
Name Age Position
---- --- --------
Victor J. Salerno 57 President, Chief
Executive Officer,
Chief Operating Officer
and Director
Timothy F. Lockinger 40 Chief Financial Officer,
Secretary, Treasurer, Director
W. Larry Swecker 55 Director
Judy Salerno 49 Director
Robert D. Ciunci 54 Director
Victor J. Salerno has been President, Chief Executive
Officer and a Director of the Company since its inception
and was named Chief Operating Officer in January, 2001.
Mr. Salerno has been the President, Chief Executive Officer
and a Director of Leroy's since September 1979. Mr. Salerno
served as an Executive Vice President and Director of
Autotote CBS Corporation, a Company that designs and
installs computer systems for the sports betting business,
from April 1989 until March 1, 1996. (In October, 1996
American Wagering, Inc. purchased Autotote CBS Corporation.)
He is a past President of the Nevada Association of Race and
Sports Operators.
9
<Page>
Timothy F. Lockinger was named Chief Financial Officer,
Secretary, Treasurer and Director of the Company in January
2001. Mr. Lockinger has served the Company in various
consulting practices since 1989 and, most recently, joined
the Company on a full-time basis in August, 1997 as a
manager of Mega$ports and Leroy's. Mr. Lockinger
was Director of Regulatory Compliance for Casino
Data Systems, Chief Financial Officer for Si Redd at
International Technical Systems, and a Senior Agent with the
Nevada Gaming Control Board's Audit Division and has
operated his own consulting/accounting firm.
W. Larry Swecker became a Director of the Company in April
2000. Mr. Swecker is a CPA and has been President of Swecker
& Company. Ltd. Certified Public Accountants since January
1979. Prior to that he was a partner in the firm of Keltner
Milam & Company Certified Public Accountants from 1975 to 1979.
Mr. Swecker was employed as a revenue agent with the Internal
Revenue Service from 1972 to 1975. He has a Bachelor of
Science in Business Administration from the University of
Nevada Reno. Mr. Swecker is a member of the Audit,
Compensation, and Compliance Committees of the Board of
Directors.
Judy Salerno became a Director of the Company in January
2001. Ms. Salerno is the daughter of Leroy Merillat, the
founder of Leroy's Horse & Sports Place. Ms. Salerno is a
private investor with numerous holdings and has been a
homemaker for the past five years.
Robert D. Ciunci has been a Director of the Company since
August 1, 1995. Until January 2, 2001, Mr. Ciunci served as
Chief Operating Officer, Secretary and Treasurer of the
Company, and until January 19, 2001, he served as Chief
Financial Officer. Mr. Ciunci became the Chief Operating
Officer of the Company on March 7, 1997. Mr. Ciunci had
been the Chief Financial Officer of Leroy's since August 1,
1995. From 1981 to June 1995, he was employed by Autotote
Corporation, a Company that provides computerized wagering
systems to race tracks and off-track race wagering
establishments, as its Vice President Finance, Secretary and
Treasurer. He holds a Masters Degree in business
administration and is a CPA.
INFORMATION REGARDING THE BOARD
American Wagering's board of directors (the "Board") has
three Committees, an Audit, Compensation, and Compliance
Committee. The Board met five times during the last fiscal
year as issues were raised. All directors attended 100% of
the aggregate number of Board meetings. The audit committee
met two times and the compliance committee met seven times
during the last fiscal year as issues were raised. The
compensation committee did not meet during the last fiscal
year.
10
<Page>
Audit Committee Matters
American Wagering has not adopted a written charter for the
audit committee. The sole member of this committee is one of
our Directors, W. Larry Swecker, CPA. Mr. Swecker is not an
officer of American Wagering and is independent from both our
management team and the auditors. The audit committee reviewed
and discussed the audited financial statements with the
Executive Officers. In addition, the audit committee discussed
with the independent auditors various required matters as
outlined in Statements on Auditing Standards 61.
Furthermore, the audit committee received the written
disclosures and the letter from the independent
auditor as required by Independence Standards
Board Standard No. 1, and discussed with the independent
auditor matters associated with the auditor's independence.
Based upon the review of the audited financial statements
and the discussions described above, the audit committee
recommended to the Board of Directors that the audited
financial statements be included in American Wagering's Form
10-KSB for the fiscal year ended January 31, 2001.
The following table provides information on the annual
compensation received by the Executive Officers and
Directors of American Wagering:
Annual Compensation Table
Annual Compensation Long-term Compensation
-----------------------------------------------------------------------------
Name Title Year Salary Bonus Other Restric- Op- LTIP All
End Annual ted tions/ Payout Other
Jan Compen- Stock SARs ($) Compen-
31, sation Awarded (#) sation
-----------------------------------------------------------------------------
Victor Director, 1999 $200,000 0 0 0 0 0 0
J. CEO,COO(1)2000 $200,000 0 0 0 0 0 0
Salerno and 2001 $200,000 0 0 0 0 0 0
President
Robert Director, 1999 $134,154 0 0 0 0 0 0
D. COO 2000 $150,000 0 0 0 0 0 0
Ciunci CFO & 2001 $150,000 0 0 0 0 0 0
Vice
Presi-
dent
Timothy CFO 1999 N/A 0 0 0 0 0 0
F. Sec- 2000 N/A 0 0 0 0 0 0
Lockin retary, 2001 $4,615 (2)0 0 0 0 0 0
ger Treas-
urer
Director
W. Director 1999 N/A 0 0 0 0 0 0
Larry 2000 N/A 0 0 0 0 0 0
Swecker 2001 $18,000 0 400 0 0 0 0
Judy Director 1999 N/A 0 0 0 0 0 0
Salerno 2000 N/A 0 0 0 0 0 0
2001 N/A 0 -- 0 0 0 0
Phil Director 1999 $12,000 0 300 0 0 0 0
Hann- 2000 $24,000 0 300 0 0 0 0
ifin 2001 $14,000 -- 0 0 0 0
11
<Page>
Robert Director 1999 $12,000 0 400 0 0 0 0
Barengo 2000 $24,000 0 400 0 0 0 0
2001 $ 4,000 -- 0 0 0 0
---------------------------------------------------------------------------
(1) Victor J. Salerno was named Chief Operating Officer in January, 2001.
(2) Timothy F. Lockinger's annual base salary is $100,000.
Terms of Office
American Wagering's directors are appointed for one-year
terms to hold office until the next annual general meeting
of the stockholders or until removed from office in
accordance with its by-laws. Officers are appointed by the
board of directors and hold office until removed by the
board.
Section 16(a) Beneficial Ownership Reporting Compliance
The following persons have failed to file, on a timely
basis, the identified reports required by section 16(a) of
the Exchange Act during the most recent fiscal year.
Number Transactions Known Failures
Of late Not Timely To File a
Name and principal position Reports Reported Required Form
--------------------------- --------- ------------- -----------------
Timothy F. Lockinger, CFO, 1 0 0
Secretary, Treasurer and
Director
Victor J. Salerno, President, 1 0 0
CEO, COO, Director and
more than 10% owner
Compensation of Directors
Directors who are not employees or consultants of the
Company receive a fee of $1,000 per month and the Committee
Chairman receives $500 per month for each committee chaired
plus travel expenses.
During the Fiscal year ended January 31, 2001, pursuant to
the Company's Directors Stock Option Plan, options to
purchase 400 of the Company's Common Stock at an exercise
price of $.53 per share were granted to Mr. Swecker a
Director of the Company, These options become fully
exercisable on January 31, 2002 and expire on January 31,
2011.
THE BOARD RECOMMENDS A VOTE IN FAVOR OF THE NAMED NOMINEES.
12
<Page>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as of October 2, 2001 the
number and percentage of shares of Common Stock, which
according to information supplied to the Company, are
beneficially owned by: (i) each person who is a beneficial
owner of more than 5% of the Common Stock; (ii) each of the
directors, and named executive officers of the Company
individually; (iii) all current directors and executive
officers of the Company as a group. Under rules adopted by
the Securities and Exchange Commission, a person is deemed
to be a beneficial owner of Common Stock with respect to
which he or she has or shares voting power (which includes
the power to vote or to direct the voting of the security),
or investment power (which includes the power to dispose of,
or to direct the disposition of, the security). A person is also
deemed to be the beneficial owner of shares with respect to
which he or she could obtain voting or investment power within
60 days, such as upon the exercise of options or warrants.
Except as otherwise indicated below, the persons named in
the table have sole voting and investment power with respect
to all shares of Common Stock held by them. Unless otherwise
indicated the principal address of each person named in the table
is c/o American Wagering, Inc., 675 Grier Drive, Las Vegas, Nevada 89119.
Name and Address Number of Shares(1) Percentage
---------------- ---------------- ----------
Victor J. Salerno 2,124,600(2) 26.3%
Robert D. Ciunci 112,100 1.4%
W. Larry Swecker 400(3) *
Judy Salerno 1,447,600(4) 17.9%
Timothy F. Lockinger 18,000(5) 0.2%
All directors 3,702,700 45.8%
and executive officers
as a group (5 persons)
Less than one percent.
(1) Number of shares as of October 2, 2001
(2) Includes 30,000 fully-vested stock options to purchase common
stock
(3) Represents 400 shares that may only be issued upon exercise
of stock options after January 31, 2002
(4) Includes 1,200 in fully-vested stock options to purchase common
stock
(5) Includes 15,000 in fully-vested stock options to purchase common
stock
13
<Page>
AUDIT FEES
American Wagering has been billed $159,965 for professional
services rendered for the audit of its annual financial
statements for the most recent fiscal year and the reviews
of its quarterly financial statements.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION
FEES
There were no fees billed by American Wagering's auditors
for: (a) directly or indirectly operating, or supervising
the operation of, American Wagering's information system or
managing American Wagering's local area network; or (b)
designing or implementing a hardware or software system that
aggregates source data underlying the financial
statements or generates information that is significant to
American Wagering's financial statements taken as a whole. As
there were no fees billed or expended for the above services,
American Wagering's board of directors did not consider
whether such expenditures were compatible with maintaining
the auditor's independence from American Wagering.
FORWARD -LOOKING STATEMENTS
This proxy statement includes statements that are not
historical facts. These statements are "forward-looking
statements" as defined in the Private Securities Litigation
Reform Act of 1995 and are based, among other things, on our
current plans and expectations. As such, these forward-
looking statements involve uncertainty and risk.
The Company does not undertake any obligation to update the
forward-looking statements contained in this proxy statement
to reflect actual results, changes in assumptions, or
changes in other factors affecting these forward-looking
statements.
FUTURE STOCKHOLDER PROPOSALS
It is anticipated that the release date for American
Wagering' proxy statement and form of proxy for its next
annual meeting of shareholders will be July 24, 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 American
Wagering' proxy statement and form of proxy is considered
untimely is 60 days prior to July 24, 2002.
WHERE YOU CAN FIND MORE INFORMATION
American Wagering is subject to the informational
requirements of the Securities Exchange Act of 1934, as
amended. American Wagering 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.
14
<Page>
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.
By Order of the Board of Directors
of American Wagering, Inc.
/s/ Timothy Lockinger
Timothy Lockinger
Chief Financial Officer, Secretary,
Treasurer and Director
15
<Page>
AMERICAN WAGERING, INC.
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF AMERICAN WAGERING, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Victor Salerno with full
power of substitution as proxy to vote the shares which the
undersigned is entitled to vote at the annual meeting of
American Wagering, Inc., a Nevada corporation ("American
Wagering"), to be held at 675 Grier Drive, Las Vegas, Nevada
89119, on November 28, 2001 at 10:00 a.m. Pacific Time, and
at any adjournments thereof.
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 IN FAVOR OF THE
STOCK OPTION PLAN AND THE ELECTION OF THE NAMED NOMINEES TO
THE BOARD.
1. Stock Option Plan
FOR stock option plan NOT FOR stock option plan
[_] [_]
2. Election of Directors
FOR Election NOT FOR Election
of nominees of nominees
[_] [_]
Except vote withheld from following nominee listed below.
------------------------ -----------------------
------------------------ -----------------------
In their discretion, the proxies are 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.
Signature(s) Dated: , 2001
----------------
------------------------ -----------------------
16