UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: September 6, 2006
(Date of Earliest Event Reported)
GLOBAL CASH ACCESS HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-32622 20-0723270
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3525 East Post Road, Suite 120
Las Vegas, Nevada 89120
(Address of Principal Executive Offices) (Zip Code)
(800) 833-7110
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(d) Election of Director
On September 5, 2006, Geoff Judge was elected to the board of directors of
Global Cash Access Holdings, Inc. (the "Company") as a Class II director, whose
term shall expire at the annual meeting of stockholders to be held in 2007. Mr.
Judge was also appointed to the audit committee of the Company. Mr. Judge was
simultaneously elected to the board of directors of the Company's wholly-owned
subsidiary, Global Cash Access, Inc.
In connection with his election to the board of directors of the Company,
Mr. Judge will receive an option to purchase 100,000 shares of Common Stock of
the Company pursuant to the Company's 2005 Stock Incentive Plan, at an exercise
price of $15.08 per share. Subject to Mr. Judge's continuous service to the
Company, which includes service as a member of the board of directors of the
Company, one-eighth of the shares subject to the option shall vest after six
months of service, and the remainder will vest ratably in equal monthly
installments over the succeeding forty-two months, provided, however, that the
option will vest in its entirety upon a change of control in the Company. In
addition, as a member of the board of directors of the Company, Mr. Judge is
expected to receive an annual fee of $20,000, and an additional annual fee of
$5,000 for his service as a member of the audit committee of the Company.
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 thereunto duly authorized.
GLOBAL CASH ACCESS HOLDINGS, INC.
Date: September 6, 2006 By: /s/ HARRY C. HAGERTY III
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Harry C. Hagerty III
Chief Financial Officer