FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
MONEY CENTERS OF AMERICA, INC. [ MCAM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 10/15/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock(1) | 10/15/2004 | A | 13,945,831 | A | $0 | 13,947,831 | D | |||
Common Stock(2) | 10/15/2004 | A | 3,108,772 | A | $0 | 3,108,772 | I | See Note(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants (right to buy)(3) | $0.01 | 10/15/2004 | D | 2,395,000 | (3) | (3) | Common Stock | 2,395,000 | $0 | 0 | D | ||||
Series A Preferred Stock | $0 | 10/15/2004 | D | 973,181 | (4) | (4) | Common Stock | 9,731,810 | $0 | 0 | D | ||||
Series A Preferred Stock | $0 | 10/15/2004 | D | 270,328 | (5) | (5) | Common Stock | 2,703,280 | $0 | 0 | I | See Note(2) |
Explanation of Responses: |
1. On 10/15/ 2004, Money Centers of America, Inc., a Delaware Corporation ("Money Centers"), became the successor of iGames Entertainment, Inc., a Nevada Corporation ("iGames"), pursuant to the terms of a Merger Agreement dated as of 08/10/2004 (the "Agreement"). Pursuant to the terms of the Agreement, each issued and outstanding share of common stock was converted into one share of Money Centers common stock, each issued & outstanding share of iGames' Series A Convertible Preferred Stock was converted into 11.5 shares of Money Centers common stock & certain issued and outstanding warrants to purchase iGames common stock were converted into 1.15 shares of Money Centers' common stock. Accordingly, Mr. Wolfington was issued 11,191,581 shares of Money Centers' common stock upon cancellation of his iGames Series A Convertible Preferred Stock & was issued 2,754,250 shares of Money Centers' common stock upon cancellation of his warrants to purchase iGames' common stock. |
2. Pursuant to the terms of the Merger Agreement, 2003 Grantor Retained Annuity Trust of Christopher M. Wolfington was issued 3,108,772 shares of Money Centers' common stock upon cancellation of its iGames' Series A Preferred Stock. |
3. Pursuant to the Merger Agreement, these warrants were cancelled in exchange for the issuance of 2,754,250 shares of Money Centers' Common Stock. |
4. Pursuant to the Merger Agreement, these shares of Series A Convertible Preferred Stock were cancelled in exchange for the issuance of 11,191,581 shares of Money Centers' Common Stock. |
5. Pursuant to the Merger Agreement, these shares of Series A Convertible Preferred Stock were cancelled in exchange for the issuance of 3,108,772 shares of Money Centers' Common Stock. |
Christopher M. Wolfington | 10/19/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |