UNITED STATES
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): July 29, 2014
Lightning Gaming, Inc.
(Exact name of registrant as specified in charter)
| Nevada | 000-52575 | 20-8583866 |
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer |
| incorporation) | Identification No.) |
23 Creek Circle, Suite 400, Boothwyn, Pa 19061
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code) 610 494 5534
_____________________________________________________
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
| * | 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)) |
Section 1 - Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On July 29, 2014 we and our wholly-owned subsidiary, Lightning Poker, Inc. (“LPI”), entered into an agreement with The Co-Investment Fund II, L.P. (“CI II”) to extend to June 30, 2017 the maturity date of eleven promissory notes in the aggregate principal amount of $11,500,000 (plus accrued interest) issued by LPI and us to CI II under Loan Agreements dated at various times between July 27, 2006 to May 6, 2013. All notes previously had a maturity date of June 30, 2015. A copy of the agreement is set forth in Exhibit 99.1 hereto.
Also on July 29, 2014, we and LPI entered into an agreement with Stewart J. Greenebaum, LLC (“SJG”) to extend to June 30, 2017 the maturity date of three promissory notes in the aggregate principal amount of $3,000,000 (plus accrued interest) issued by LPI to SJG under Loan Agreements dated June 27, 2007, June 30, 2008, and February 22, 2010. All notes previously had a maturity date of June 30, 2015. A copy of the agreement is set forth in Exhibit 99.2 hereto.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
| Exhibit No. | Description |
| 99.1 | Second Amendment to Omnibus Allonge to Promissory Notes issued by Lightning Gaming, Inc. (“LGI”), LPI and CI II |
| 99.2 | Amendment to Omnibus Allonge to Promissory Notes issued by LGI, LPI and SJG |
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.
Lightning Gaming, Inc.
| By: | /s/ Brian Haveson | |
| Brian Haveson, Chief Exective Officer | ||
| Date: | July 30, 2014 | |
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EXHIBIT 99.1
Second Amendment to OMNIBUS ALLONGE to PROMISSORY NOTES
This SECOND AMENDMENT TO OMNIBUS ALLONGE TO PROMISSORY NOTES, dated as of July 29, 2014 (this “Second Amendment”), is made and entered into by and between Lightning Gaming, Inc., a Nevada corporation, and Lightning Poker, Inc., a Pennsylvania corporation and the successor to PokerMatic, Inc., a Pennsylvania corporation, and The Co-Investment Fund, II, L.P., a Pennsylvania limited partnership, and is attached to and made a part of each of the Notes (as defined below). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Notes.
Background
A. Maker (or its predecessors) issued those certain promissory notes set forth in Exhibit A hereto to Holder in the principal amount and on the dates set forth therein (the “Notes”).
B. Maker and Holder amended certain Terms and Conditions of the Notes in the Omnibus Allonge to Promissory Notes dated June 23, 2011 (the “Allonge”).
C. Maker and Holder amended certain Terms and Conditions of the Notes in the Amendment to Omnibus Allonge to Promissory Notes dated December 31, 2012 (the “Amendment”)
D. Maker and Holder desire to amend the terms of the Amendment as set forth in this Second Amendment.
Terms and Conditions
NOW, THEREFORE, the parties hereto, intending to be legally bound, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the mutual representations, warranties, agreements and covenants contained herein, hereby agree as follows:
1. Extension of the Maturity Date. The maturity date of each of the Notes is hereby amended to June 30, 2017.
2. Miscellaneous.
(a) This Second Amendment amends each of the Notes as specifically provided herein. All other provisions of the Notes shall remain in full force and effect except as expressly modified hereby. A copy of this Second Amendment shall be affixed to each of the Notes, whereupon each of the Notes, together with this Second Amendment, will become and constitute a single instrument.
(b) Each party to this Second Amendment acknowledges that such party has been represented by counsel (or has had an opportunity to be represented by counsel) in negotiations for, and the preparation of, this Second Amendment, that such party have reviewed this Second Amendment, that such party understands and is fully aware of its contents and of its legal effect, and such party is voluntarily entering into this Second Amendment upon the legal
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advice of its counsel. Each party waives all common law or statutory presumptions to the effect that uncertainties in a contract are interpreted against the party causing an uncertainty to exist.
(c) This Second Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to the choice of law or conflict of law principles of any other jurisdiction.
(d) This Second Amendment may be executed in counterparts, each of which shall be considered an original instrument, but all of which together shall be considered one and the same instrument. Facsimile or other electronically transmitted copies of the signature page hereof (including signature pages sent in PDF format) shall be deemed originals and shall be binding for all purposes.
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned have caused this Second Amendment to Omnibus Allonge to Promissory Notes to be executed and delivered as of the date first set forth above.
| LIGHTNING GAMING, INC. | LIGHTNING POKER, INC. | |||
| a Nevada corporation | a Pennsylvania corporation | |||
| By: | /s/ Brian Haveson | By: | /s/ Brian Haveson | |
| Name: Brian Haveson | Name: Brian Haveson | |||
| Title: Chief Executive Officer | Title: Chief Executive Officer | |||
| THE CO-INVESTMENT FUND, II, L.P. | ||
| a Pennsylvania limited partnership | ||
| By: | Co-Invest Management II, L.P. | |
| Title: | General Partner | |
| By: | Co-Invest Capital II Partners, Inc. | |
| Title: | General Partner | |
| By: | /s/ Brian K. Adamsky | |
| Name: Brian K. Adamsky | ||
| Title: CFO and Treasurer | ||
[Signature Page to Second Amended Allonge]
EXHIBIT A
Notes
| 1. | Promissory Note, dated July 27, 2006, in the principal amount of $1,000,000. |
| 2. | Promissory Note, dated November 8, 2006, in the principal amount of $1,000,000. |
| 3. | Promissory Note, dated January 31, 2007, in the principal amount of $1,000,000. |
| 4. | Promissory Note, dated April 12, 2007, in the principal amount of $500,000. |
| 5. | Promissory Note, dated June 27, 2007, in the principal amount of $2,000,000. |
| 6. | Promissory Note, dated June 27, 2007, in the principal amount of $1,000,000 (issued pursuant to the Note and Warrant Purchase Agreement, dated as of December 11, 2009, by and among SIG Strategic Investments, LLLP, CI2, Stewart J. Greenebaum LLC and LGI). |
| 7. | Promissory Note, dated June 30, 2008, in the principal amount of $2,000,000. |
| 8. | Promissory Note, dated June 30, 2008, in the principal amount of $1,000,000 (issued pursuant to the Note and Warrant Purchase Agreement, dated as of March 19, 2010, by and among SIG Strategic Investments, LLLP, CI2, Stewart J. Greenebaum LLC and LGI). |
| 9. | Promissory Note, dated February 22, 2010, in the principal amount of $1,000,000. |
| 10. | Promissory Note, dated January 30, 2013, in the principal amount of $500,000 |
| 11. | Promissory Note, dated May 6, 2013, in the principal amount of $500,000 |
EXHIBIT 99.2
AMENDMENT TO OMNIBUS ALLONGE to PROMISSORY NOTES
This AMENDMENT TO OMNIBUS ALLONGE TO PROMISSORY NOTES, dated as of July 29, 2014 (this “Amendment”), is made and entered into by and between Lightning Gaming, Inc., a Nevada corporation, and Lightning Poker, Inc., a Pennsylvania corporation and the successor to PokerMatic, Inc., a Pennsylvania corporation, and Stewart J. Greenebaum, LLC, a Maryland limited liability company, and is attached to and made a part of each of the Notes (as defined below). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Notes.
Background
A. Maker (or its predecessors) issued those certain promissory notes set forth in Exhibit A hereto to Holder in the principal amount and on the dates set forth therein (the “Notes”).
B. Maker and Holder amended and restated certain Terms and Conditions of the Notes on or about June 23, 2011.
C. Maker and Holder amended certain Terms and Conditions of the Notes in the Omnibus Allonge to Promissory Notes dated December 31, 2012 (the “Allonge”)
D. Maker and Holder desire to amend the terms of the Allonge as set forth in this Amendment.
Terms and Conditions
NOW, THEREFORE, the parties hereto, intending to be legally bound, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the mutual representations, warranties, agreements and covenants contained herein, hereby agree as follows:
1. Extension of the Maturity Date. The maturity date of each of the Notes is hereby amended to June 30, 2017.
2. Miscellaneous.
(a) This Amendment amends each of the Notes as specifically provided herein. All other provisions of the Notes shall remain in full force and effect except as expressly modified hereby. A copy of this Amendment shall be affixed to each of the Notes, whereupon each of the Notes, together with this Amendment, will become and constitute a single instrument.
(b) Each party to this Amendment acknowledges that such party has been represented by counsel (or has had an opportunity to be represented by counsel) in negotiations for, and the preparation of, this Amendment, that such party have reviewed this Amendment, that such party understands and is fully aware of its contents and of its legal effect, and such party is voluntarily entering into this Amendment upon the legal advice of its counsel. Each party waives all common law or statutory presumptions to the effect that uncertainties in a contract are interpreted against the party causing an uncertainty to exist.
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(c) This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to the choice of law or conflict of law principles of any other jurisdiction.
(d) This Amendment may be executed in counterparts, each of which shall be considered an original instrument, but all of which together shall be considered one and the same instrument. Facsimile or other electronically transmitted copies of the signature page hereof (including signature pages sent in PDF format) shall be deemed originals and shall be binding for all purposes.
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned have caused this Omnibus Allonge to Promissory Notes to be executed and delivered as of the date first set forth above.
| LIGHTNING GAMING, INC. | LIGHTNING POKER, INC. | |||
| a Nevada corporation | a Pennsylvania corporation | |||
| By: | /s/ Brian Haveson | By: | /s/ Brian Haveson | |
| Name: Brian Haveson | Name: Brian Haveson | |||
| Title: Chief Executive Officer | Title: Chief Executive Officer | |||
| STEWART J. GREENEBAUM, LLC | ||
| A Maryland limited liability company | ||
| By: | /s/ Stewart J. Greenebaum | |
| By Michael Greenebaum POA | ||
| Name: Stewart J. Greenebaum | ||
| Title: Manager | ||
[Signature Page to Omnibus Allonge]
EXHIBIT A
Notes
| 1. | Promissory Note, dated June 27, 2007, amended and restated June 23, 2011, in the principal amount of $1,000,000 (issued pursuant to the Note and Warrant Purchase Agreement, dated as of December 11, 2009, by and among SIG Strategic Investments, LLLP, CI2, Stewart J. Greenebaum LLC and LGI). |
| 2. | Promissory Note, dated June 30, 2008, amended and restated June 23, 2011, in the principal amount of $1,000,000 (issued pursuant to the Note and Warrant Purchase Agreement, dated as of March 19, 2010, by and among SIG Strategic Investments, LLLP, CI2, Stewart J. Greenebaum LLC and LGI). |
| 3. | Promissory Note, dated February 22, 2010, amended and restated June 23, 2011, in the principal amount of $1,000,000 (issued pursuant to the Loan and Warrant Purchase Agreements, dated as of February 22, 2010, by and among CI2, Stewart J. Greenebaum, LLC and LGI). |