FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/15/2004 |
3. Issuer Name and Ticker or Trading Symbol
MONEY CENTERS OF AMERICA, INC. [ MCAM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock(1)(2) | 3,730,531 | I | See Note(1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. On October 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 August 10, 2004 (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each issued and outstanding share of common stock was converted into one share of Money Centers common stock, each issued and outstanding share of iGames' Series A Convertible Preferred Stock was converted into 11.5 shares of Money Centers common stock and certain issued and outstanding warrants to purchase iGames common stock was converted into 1.15 shares of Money Centers common stock. |
2. Accordingly, 2003 Grantor Retained Annuity Trust of Christopher M. Wolfington was issued 3,108,772 shares of Money Centers' common stock in exchange for 270,328 shares of its iGames Series A Preferred Stock and 2003 Irrevocable Trust of Christopher M. Wolfington was issued 621,759 shares of Money Centers' common stock in exchange for 54,066 shares of its iGames Series A Preferred Stock. Reporting person has become the beneficial owner of more than 10% of Money Centers common stock as a result of acting as trustee of 2003 Grantor Retained Annuity Trust of Christopher M. Wolfington and 2003 Irrevocable Trust of Christopher M. Wolfington. The reporting person does not have a pecuniary interest in any of the shares held by these trusts and disclaims beneficial ownership of such shares, except in his capacity as trustee of these trusts. |
/s/ Matthew A. Taylor | 11/01/2004 | |
** 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 5 (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. |