Exhibit 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 26, 2015
ENTERTAINMENT GAMING ASIA INC.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada | 001-32161 | 91-1696010 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
|
Unit C1, G/F., Koon Wah Building No. 2 Yuen Shun Circuit Yeun Chau Kok, Shatin New Territories, Hong Kong |
| (Address of principal executive offices) |
| + 852-3147 6600 |
| (Registrant’s telephone number, including area code) |
| Not applicable |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions.
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
We filed a Certificate of Change with the Secretary of State of Nevada effective February 26, 2015 to effect a reverse split of the issued and outstanding shares of our common stock at a ratio of one share for every four shares outstanding prior to the effective date of the reverse stock split. The reverse stock split became effective on February 26, 2015. Effective at the same time as the reverse stock split, the authorized shares of our common stock were proportionately decreased from 75,000,000 shares to 18,750,000 shares.
Each shareholder’s percentage ownership interest in our company and the proportional voting power remains unchanged after the reverse stock split, except for minor changes and adjustments resulting from rounding of fractional interests. The rights and privileges of the holders of our common stock are unaffected by the reverse stock split.
A copy of the Certificate of Change is attached to this report as Exhibit 3.1.
On February 24, 2015, we issued a press release announcing the reverse stock split effective on February 26, 2015. The full text of the press release is furnished as Exhibit 99.1 to this report.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits | Method Filing |
The following exhibit is filed with this report:
| Exhibit 3.1 |
Certificate of Change filed with the Secretary of State of Nevada on February 25, 2015
|
Filed Electronically herewith |
| Exhibit 99.1 |
Press release dated February 24, 2015
|
Filed Electronically herewith |
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 hereunto duly authorized.
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| ENTERTAINMENT GAMING ASIA INC | ||
| Dated: February 26, 2015 | /s/ Clarence Chung | |
| Clarence (Yuk Man) Chung | ||
| Chief Executive Officer | ||
Exhibit 3.1
Exhibit 99.1
For Immediate Release
CONTACTS:
Entertainment Gaming Asia Inc.
Traci Mangini
tracimangini@EGT-Group.com
872/802-4227
ENTERTAINMENT GAMING ASIA ANNOUNCES 1-for-4 REVERSE STOCK SPLIT
EFFECTIVE FEBRUARY 26, 2015
Hong Kong – February 24, 2015 – Entertainment Gaming Asia Inc. (NASDAQ: EGT) (“Entertainment Gaming Asia” or “the Company”), a gaming company focused on emerging gaming markets in Pan-Asia, today announced a 1-for-4 reverse split of the Company’s common stock and corresponding decrease in the number of authorized shares of common stock. The Company is effecting the reverse split in an effort to regain compliance with The NASDAQ Stock Market LLC’s (the “NASDAQ”) minimum bid price requirement for its Capital Market. The reverse split will take effect prior to the market open on February 26, 2015.
Clarence Chung, Chairman and Chief Executive Officer of Entertainment Gaming Asia, commented, "We are effecting the reserve split as a means to regain listing compliance. We are focused on improving our operating performance and are seeking new projects to fuel long-term growth for the Company. We believe we have significantly improved our positioning to secure new gaming projects following the successful completion of our recent rights offering. As a result of this offering, we raised net cash proceeds of approximately $14.0 million and became an indirect, majority-owned subsidiary of Melco International Development Limited, a leader in Asian gaming. We believe with our improved financial flexibility and deepened credibility in our markets, we are better positioned than ever to capitalize on the opportunities in the frontier gaming markets of Southeast Asia.”
As of the effective date, every four shares of common stock of Entertainment Gaming Asia will automatically combine into one share of common stock. The reverse split will reduce the number of shares of outstanding common stock from approximately 57.9 million pre-split to approximately 14.5 million post-split. The number of authorized shares of common stock will be reduced from 75.0 million to approximately 18.8 million. Proportional adjustments will be made to the Company’s stock options and equity compensation plans. All fractional shares will be rounded up to the nearest whole number. The reverse split will not negatively affect any of the rights that accrue to holders of Entertainment Gaming Asia common stock or options. In connection with this transaction, the Company has been assigned a new CUSIP number 29383V 305 however, its shares will continue to trade on the NASDAQ Capital Market under the symbol EGT.
- more –
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Entertainment Gaming Asia Announces 1-for-4 Reverse Split, 2/24/2015 page 2
Shareholders as of the effective date with outstanding certificates will be asked to exchange them for new certificates representing the post-split number of shares with the new CUSIP number. The Company’s transfer agent, Continental Stock Transfer & Trust Company, is the exchange agent for the reverse split and will distribute a letter of transmittal to shareholders with instructions on how to surrender old stock certificates. In the meantime, each outstanding certificate that prior to the reverse split represented shares of common stock of the Company will thereafter represent shares of common stock in the post-split amount.
The reverse stock split is intended to increase the per share trading price of the Company's common stock to satisfy the $1.00 minimum bid price requirement for continued listing on the NASDAQ Capital Market. However, there can be no assurance that the reverse stock split will enable the Company to regain compliance with the minimum bid price or maintain its listing.
About Entertainment Gaming Asia Inc.
Entertainment Gaming Asia Inc. (NASDAQ: EGT), an indirect majority-owned subsidiary of Melco International Development Limited, is a gaming company in Pan-Asia engaged in the leasing of electronic gaming machines on a revenue sharing basis to the gaming industry in Cambodia and the Philippines and the development and operation of casinos and gaming venues in the Indo-China region under its “Dreamworld” brand. The Company also manufactures and sells RFID and traditional gaming chips and plaques to major casinos under its “Dolphin” brand.
Forward Looking Statements
This press release contains forward-looking statements concerning Entertainment Gaming Asia within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Those forward-looking statements include statements regarding expectations for regaining listing compliance with NASDAQ’s minimum bid price requirement for its Capital Market, improving the Company’s operating performance, its ability to execute on its strategy to secure new gaming projects and expand its gaming operations, and the overall growth of the gaming industry in the Company’s target markets. Such statements are subject to certain risks and uncertainties, and actual circumstances, events or results may differ materially from those projected in such forward-looking statements. Factors that could cause or contribute to differences include, but are not limited to, the risk that following the reverse split the Company’s common stock will not trade at a share price that is proportionately adjusted for the reverse split in order to regain listing compliance with NASDAQ’s minimum bid price requirement and risks related to Entertainment Gaming Asia’s ability to place gaming machines at significant levels and generate the expected amount of net win from the gaming machines placed, identify and successfully develop additional projects in its target markets, obtain the gaming license and building permits for gaming projects on a timely basis or at all, complete construction and development of gaming projects on budget and in a timely manner, acquire additional capital as and when needed, and those other risks set forth in Entertainment Gaming Asia’s annual report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 31, 2014 and subsequently filed quarterly reports on Form 10-Q. Entertainment Gaming Asia cautions readers not to place undue reliance on any forward-looking statements. Entertainment Gaming Asia does not undertake, and specifically disclaims any obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur.
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