AMENDED SCHEDULE 14C INFORMATION
DEFINITIVE AMENDED INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[X] Definitive Amended Information Statement (the "Amendment")
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
ADVANCED GAMING TECHNOLOGY, INC.
(Name of Registrant filing Information Statement as Specified In Its Charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g)(4) 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.:
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4) Date Filed:
ADVANCED GAMING TECHNOLOGY, INC.
NOTICE OF
2003 SPECIAL MEETING OF SHAREHOLDERS
CONDUCTED JUNE 24, 2003
To the Shareholders:
You have already been given Notice that the 2003 Special Meeting of
Shareholders of ADVANCED GAMING TECHNOLOGY, Inc., a Wyoming corporation
("ADVI"), was held at its offices, on June 24, 2003 at 10:30 a.m. for the
following purposes:
1. Approve a 100 to 1 reverse stock split;
2. Approve the subsequent merger of Advanced Capital LLC into ADVI's wholly
owned subsidiary, MediaWorx Acquisition Company LLC, to carry on the
business activities of Solar Satellite Communication, Inc. whose assets
were recently acquired by Advanced as more fully described in this
Information Statement; and
3. To transact any and all other business that may properly have come before
the Meeting.
All shareholders of record at the close of business on June 20, 2003 are
entitled to notice of this meeting.
ADVI's audited financial statements for the year ended December 31, 2002,
together with certain other information concerning the Company, are included in
the Company's Annual Report on Form 10-KSB which accompanied such Notice and is
attached.
Such Notice, through administrative oversight, failed to include these
other substantive matter considered at the June 24, 2003 Shareholder Meeting:
1. A name change of the Company to MediaWorx, Inc. (hereafter, the "Company");
and
2. Election of Linda A. Broenniman and Edward G. Broenniman to the Board of
Directors of the Company.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
By order of the Company's Board of Directors,
GARY L. CAIN
Chairman and Chief Executive Officer
July 21, 2003
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INTRODUCTION
An Information Statement, dated July 1, 2003 (the "Statement"), was
furnished in connection with the 2003 Special Meeting of shareholders of
ADVANCED GAMING TECHNOLOGY, INC. ("ADVI") held at its offices on June 24, 2003
at 10:30 a.m. (the "Special Meeting") for the purposes set forth in this
Statement.
ESPECIALLY SINCE SUCH SPECIAL MEETINGS HAVE ALREADY BEEN CONDUCTED AND THE
INDICATED ACTIONS APPROVED BY THE RESPECTIVE REQUISITE MAJORITY OF SHARES
IN EACH, WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.
Such Statement, through administrative oversight, failed to included two
other substantive matters considered at the June 24, 2003 Shareholder meeting:
1. A name change of ADVI to MediaWorx, Inc. (hereafter the "Company"); and
2. Election of Linda A. Broenniman and Edward G. Broenniman to the Board of
Directors of the Company.
The Statement, previously forwarded, is hereby attached and incorporated by
reference to this Amendment. IN ALL OTHER MATERIAL RESPECTS, THE INFORMATION
CONTAINED IN SUCH STATEMENT IS UNCHANGED.
The complete mailing address of the Company's principal executive offices
is 24165 IH 10 West, Suite 217125, San Antonio, Texas 78257 (Telephone: (210)
497-8550). Effective July 15, 2003, the principal executive offices of the
Company will be changed to 1895 Preston White Drive, Suite 250, Reston, Virginia
20191 (Telephone: (703) 860-6580).
NAME CHANGE TO MEDIAWORX, INC.
Because the Company's current name no longer reflects its activities,
especially in view of the July 1, 2003 merger of its wholly-owned, merged and
renamed subsidiary, The MediaWorx, Inc., principals of the Company believe the
name change may encourage more active trading, and facilitate possible Company
mergers or other capital restructurings. For such reasons the Company's
principals believe it is desirable and in the Company's best interests to effect
a name change from Advanced Gaming Technology, Inc. to MediaWorx, Inc.
To that end, the Company has filed Articles of Amendment with the Wyoming
Office of the Secretary of State. Once certified, the name of the Company will
be officially changed to MediaWorx, Inc. hence, such name change will become
effective on that date, currently expected to occur on or before July 21, 2003.
CHANGE OF DIRECTORS
Since the Company, described in the Statement and this Amendment, has
recently undergone certain capital restructurings and a name change from
Advanced Gaming Technology, Inc., certain housekeeping details also need to be
effected in view of those changes and the Company's new business plan.
Specifically, principals of the Company believe it is desirable and in the
Company's best interests to change the director line-up. To that end, effective
as of the June 24, 2003 Special Meeting, William H. Burton resigned from the
Board, the Board is hereby increased to four members and Linda and Edward
Broenniman are added to the Board.
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As a consequence of the foregoing, the following constitutes the current
Director line-up of the Company as of the June 24, 2003 Special Meeting:
NAME AGE POSITION
---- --- --------
Gary L. Cain* 46 Chairman, Chief Executive
Officer, and Director**
Bruce M. Arinaga* 41 President, Secretary, Treasurer,
and Director**
Linda A. Broenniman* 46 Director**
Edward G. Broenniman* 66 Director**
*Messrs. Cain and Arinaga have been Directors of the Company since June 2002.
Ms. Broenniman and Mr. Broenniman were elected to the Board at the Company's
June 24, 2003 Special Meeting. Mr. William H. Burton, a former Director,
resigned from the Board as of such Special Meeting.
**Each corporate officer is elected to hold office until he or she resigns or is
removed by the Company's Board of Directors. On July 15, 2003, Ms. Broenniman
was elected by the Board as President, CEO and CFO of the Company and Mr.
Broenniman was elected Secretary and Treasurer of the Company, replacing
respectively Messrs. Cain and Arinaga as the Company's sole officers. At that
same July 15, 2003 Board Meeting, Messrs. Cain and Arinaga were elected by the
Board as Co-Chairmen of the Board.
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Mr. Gary L. Cain, Chairman, Chief Executive Officer, and Director currently
serves as CEO and Director of PowerHouse Management Group, Inc. as well as
several publicly traded companies. He is an executive officer with over 25 years
of management, leadership and business experience including business startups,
reorganizations, mergers and acquisitions. Since 1976, Mr. Cain has been
involved in the design, development and management of over one hundred thousand
acres of residential and commercial property, over one million square feet of
commercial developments, including office buildings, shopping centers,
apartments, condominiums, hotels and motels. His responsibilities have included
executive responsibility of public companies, business and marketing plan
development, strategic planning, finance, budgeting, sales development and
selection and placement of key management personnel. He has assisted companies
from start up to expansion, including mergers and acquisitions, capital
structure and finance.
Bruce M. Arinaga, President, Secretary, Treasurer, and Director, currently
serves as President of PowerHouse Management Group Inc. Prior to PowerHouse, Mr.
Arinaga was Managing Director of Zero-G Capital Fund, LLC, a private equity firm
where he remains a minority shareholder and where he was involved in a number of
early stage technology and healthcare companies. From 1997-2000, Mr. Arinaga was
President of CrossWater Capital LLC and CrossWater Properties Corporation, which
were involved in investments and corporate finance transactions in excess of
$300 million in technology, healthcare and service companies, as well as real
estate. From 1993-1996, he was President and Chief Operating Officer of an
international private investment company based in Vancouver, B.C. where he
expanded the company's activities in Vancouver, Toronto, the United States and
Asia. He was responsible for overseeing over 30 employees and was involved in
corporate private and public equity and real estate investments and developments
with a value exceeding over $800 million. He was the second largest shareholder
of the company. Prior to that, Mr. Arinaga founded Pacific Alliance Group, which
was involved in over $500 million of real estate and corporate investments, and
where he was involved in the IPO of two companies. Prior to Pacific Alliance
Group, Mr. Arinaga was Vice President at Venture Capital Hawaii Ltd., where he
was responsible for industrial corporate acquisitions and venture investments
for Japanese investors. Prior to that, Mr. Arinaga held senior positions at
Prudential Insurance Company of America and NHP, Inc., where he was involved in
investments and acquisitions exceeding $1.5billion. Mr. Arinaga was a certified
public accountant with Arthur Young & Company in their Woodland Hills,
California office. Mr. Arinaga holds a Bachelor of Science in Business from the
University of Southern California and a Masters in Business Administration and
Finance from New York University.
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Ms. Linda A. Broenniman, Director, has over twenty five years of
successful management experience. Ms. Broenniman spent the previous 15 years
building successful entrepreneurial companies, as President/CEO and CFO,
including a medical technology company, a health care information systems
company and a retail food service company. She formerly served as CFO for a
NASDAQ telecommunications equipment manufacturer. As Director of Strategic
Planning and Corporate Development at the corporate headquarters of a Fortune 50
company, she gained extensive experience in corporate finance and mergers and
acquisitions. In her previous position, Ms. Broenniman was Managing Director of
HFS Capital LLC and HFS Private Equity Partners LLC and President and CFO of
Solar Satellite Communication, Inc.
Edward G. Broenniman, Director, is the Managing Director of the
Piedmont Group, a venture development firm, and has over 25 years as an
operating executive with Fortune 100 firms and privately held high-technology
companies,. He has extensive knowledge of the printing industry having worked
for International Paper, Weyerhauser, Ideal Roller & Graphics, and Printing
Plate Supply Company. A successful entrepreneur, Mr. Broenniman has built and
sold three venture funded high-technology firms to public companies. As a
venture advisor, he words with emerging firms to build their operating results
and to increase their shareholder value. Mr. Broenniman is married to Ms.
Broenniman.
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