-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kx3J/UncmEQinqslYIpCXYR0H27OFHTdoHEdWND6K/lzNaiJ2y9w0/HZzWLH9WC9 049fc0NLDxUx8Hu8evqjgQ== 0000950147-01-500627.txt : 20010329 0000950147-01-500627.hdr.sgml : 20010329 ACCESSION NUMBER: 0000950147-01-500627 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010327 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SILICON GAMING INC CENTRAL INDEX KEY: 0001013170 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770357939 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-28294 FILM NUMBER: 1581833 BUSINESS ADDRESS: STREET 1: 2800 W BAYSHORE CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 6508429000 MAIL ADDRESS: STREET 1: 2800 WEST BAYSHORE ROAD CITY: PALO ALTO STATE: CA ZIP: 94303 8-K 1 e-6567.txt CURRENT REPORT DATED 3/27/01 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 27, 2001 SILICON GAMING, INC. (Exact name of registrant as specified in its charter) California 0-28294 77-0357939 (State or Other Jurisdiction (Commission (IRS Employer Incorporation) File Number) Identification No.) 2800 W. Bayshore Road, Palo Alto, California 94303 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (650) 842-9000 Not applicable (Former name or former address, if changed since last report.) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS Exhibit No. Description - ---------- ----------- 99.1 Press Release, dated March 27, 2001, to announce the consummation of the previously announced merger between Silicon Gaming and International Game Technology, and the disposition of shares of common stock of WagerWorks, Inc. ITEM 9. REGULATION FD DISCLOSURE. The information in this report is being furnished pursuant to Regulation FD. In accordance with General Instruction B.2 of Form 8-K, the information in this report shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. The furnishing of the information set forth in this report is not intended to, and does not, constitute a determination or admission as to the materiality or completeness of such information. On March 27, 2001, Silicon Gaming, Inc., a California corporation ("Silicon"), issued a press release announcing the consummation of its merger with a wholly owned subsidiary of International Game Technology ("IGT"), as well as the sale of shares of common stock of WagerWorks, Inc., a majority owned subsidiary of Silicon, contemporaneously with the consummation of the merger. A copy of Silicon's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 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. SILICON GAMING, INC. Date: March 27, 2001 By: /s/ Andrew S. Pascal ----------------------------------- Name: Andrew S. Pascal Title: Chief Executive Officer and President EX-99.1 2 ex99_1.txt PRESS RELEASE DATED 3/27/01 Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Bob McIver March 27, 2001 Investor Relations 775-448-0880 INTERNATIONAL GAME TECHNOLOGY ANNOUNCES CONSUMMATION OF MERGER WITH SILICON GAMING (RENO, NEV.) -- International Game Technology (NYSE: IGT) and Silicon Gaming, Inc. (OTCBB: SGIC.OB) jointly announced today the consummation of their previously announced merger, pursuant to which Silicon Gaming merged with a wholly owned subsidiary of International Game Technology in a cash-for-stock merger. Contemporaneously with the completion of the merger, Silicon sold its shares (other than shares representing 4.9%) of WagerWorks, Inc., a majority owned subsidiary of Silicon Gaming, for approximately $6.2 million. Silicon Gaming received a fairness opinion from US Bancorp Libra that the disposition of the shares of WagerWorks for the consideration received was fair to the company and its equity holders, taken as a whole from a financial standpoint. Pursuant to the merger and taking into account the sale of the shares of WagerWorks, Inc., shareholders of Silicon Gaming, including the holders of 39,750 outstanding shares of the company's Series D Preferred Stock convertible into 174,285,127 shares of common stock, will receive cash in an amount equal to approximately $0.119345 per share of common stock. "I am pleased that we were able to bring this merger to a smooth close and confident that, by combining Silicon's technology with our existing product development efforts, IGT will deliver additional value to both our customers and the industry," said Tom Baker, President and Chief Executive Officer of IGT. Silicon Gaming's Exchange Agent, EquiServe Trust Company, N.A., will distribute a Letter of Transmittal to the stockholders of Silicon Gaming with instructions on how stockholders may receive their merger consideration. In order to receive a check for the amount payable, stockholders must complete the Letter of Transmittal and mail or hand deliver it, with any other required documents, to EQUISERVE TRUST COMPANY, N.A, the Exchange Agent, at the locations specified in the Letter of Transmittal. Stockholders are urged to carefully read, complete and return the Letter of Transmittal so that they may promptly receive their check. Silicon Gaming stock ceased to trade on the OTC Bulletin Board effective the close of business March 27, 2001. Stock certificates of Silicon Gaming now represent only the right to receive approximately $0.119345 per share in cash. Questions regarding how to surrender stock certificate(s), or to request additional copies of the Letter of Transmittal, should be addressed to the Exchange Agent at (781) 575-3120. Silicon Gaming designs and manufactures a full line of innovative wagering products, including the "Family Feud Wagering Attraction," and an extensive library of game applications including "Phantom Belle," "Banana-Rama," "Eureka," "Cash Cruise," "TopHat 21" and "Hot Reels." For more information on Silicon Gaming, visit the company's website at www.silicongaming.com. IGT is a world leader in the design, development and manufacture of microprocessor-based gaming products and software systems in all jurisdictions where gaming is legal. For more information on International Game Technology, visit the company's web site at www.IGT.com. FORWARD LOOKING STATEMENTS Statements in this release that are not historical facts may be "forward looking" statements under the Private Securities Litigation Reform Act of 1995. These matters involve risks and uncertainties. More information on factors that could affect the business and financial results of International Game Technology and Silicon Gaming are included in their respective Annual Reports on Form 10-K and in their other public filings made with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----