-----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, QksTIHaj3kwcaStJF0gKmvvyJ2f9l/vvOVDA1dDP9dQIikgRhnrHTkBDaf3Jhwo6 Ss9CDJCnCJuxFFPA7XRa1g== 0000002491-95-000008.txt : 19951107 0000002491-95-000008.hdr.sgml : 19951107 ACCESSION NUMBER: 0000002491-95-000008 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19951106 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE GAMING CORP CENTRAL INDEX KEY: 0000002491 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 880104066 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-04281 FILM NUMBER: 95587318 BUSINESS ADDRESS: STREET 1: 4380 BOULDER HGWY CITY: LAS VEGAS STATE: NV ZIP: 89121 BUSINESS PHONE: 7024354200 MAIL ADDRESS: STREET 1: 4380 BOULDER HIGHWAY CITY: LAS VEGAS STATE: NV ZIP: 89121 FORMER COMPANY: FORMER CONFORMED NAME: UNITED GAMING INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GAMING & TECHNOLOGY INC DATE OF NAME CHANGE: 19890206 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED PATENT TECHNOLOGY INC DATE OF NAME CHANGE: 19830519 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2 to Form 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the Fiscal Year ended June 30, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) of the SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the transition period from to Commission File Number 0-4281 ALLIANCE GAMING CORPORATION (Exact name of registrant as specified in its charter) NEVADA 88-0104066 (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification No.) 4380 Boulder Highway Las Vegas, Nevada 89121 (Address of principal executive offices) (Zip Code) Registrant's telephone number: (702) 435-4200 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.10 par value (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $29,456,940 as of October 24, 1995. The number of shares of Common Stock, $0.10 par value, outstanding as of October 24, 1995 according to the records of registrant's registrar and transfer agent, was 11,654,150. GENERAL Alliance Gaming Corporation (the "Company" or the "Registrant") hereby amends its Annual Report on Form 10-K for the fiscal year ended June 30, 1995 by deleting its responses to Item 11 contained in its original filing and replacing such sections and Notes with the following: ITEM 11. EXECUTIVE COMPENSATION The following table sets forth the compensation paid or to be paid by the Company to the Company's chief executive officer and its four other most highly compensated executive officers receiving over $100,000 per year for services rendered in all capacities to the Company during the fiscal year ended June 30, 1995 (the "Named Executive Officers"): Summary Compensation Table*
Fiscal Long-term Year Annual Compensation Compensation Name and Principal Position Ending Other Annual All Other June 30, Salary Bonus Compensation Options Compensation (1) Steve Greathouse (2) 1995 $338,462 $1,312,500 - 500,000 $4,638 President, Chairman of the Board and 1994 - - - - - Chief Executive Officer 1993 - - - - - Shannon L. Bybee (3) 1995 180,577 - (4) - 13,398 Executive Vice President-Government 1994 271,154 400,000 (4) 315,000 20,588 Affairs 1993 - - - - - John W. Alderfer 1995 228,756 - (4) 150,000 19,127 Senior Vice President, Treasurer and 1994 222,137 50,000 (4) - 19,622 Chief Financial Officer 1993 164,615 - (4) - 21,066 Robert L. Miodunski 1995 175,000 75,000 (4) - 4,816 Senior Vice President-Nevada Route 1994 47,115 15,000 (4) 85,000 807 Operations 1993 - - - - - Robert L. Saxton 1995 175,000 35,000 (4) - 5,988 Vice President-Casino Operations 1994 123,077 15,000 (4) 110,000 5,723 1993 106,346 15,000 (4) - 7,283
_______________ * As used in the tables provided under the caption "Executive Compensation, " the character "_" is used to represent "zero." (1) "All Other Compensation" includes (i) contributions made by the Company to the Company's Profit Sharing 401(k) Plan in the amounts of $0, $924, $1,744, $0 and $202, for 1995 on behalf of Mr. Greathouse, Mr. Bybee, Mr. Alderfer, Mr. Miodunski and Mr. Saxton, respectively, payments of $0, $3,252, $0 and $2,071 for 1994 for Mr. Bybee, Mr. Alderfer, Mr. Miodunski and Mr. Saxton, respectively, and $2,472 and $1,850 for 1993 on behalf of Mr. Alderfer and Mr. Saxton, respectively and (ii) payments made by the Company in the amounts of $4,638, 12,474, $17,383, $4,816 and $5,786 for 1995 on behalf of Mr. Greathouse, Mr. Bybee, Mr. Alderfer, Mr. Miodunski and Mr. Saxton, respectively, payments of $20,588, 16,371, $807 and $3,652 for 1994 for Mr. Bybee, Mr. Alderfer, Mr. Miodunski and Mr. Saxton, respectively, and $18,594 and $5,433 for 1993 on behalf of Mr. Alderfer and Mr. Saxton, respectively, in connection with their health, life and disability insurance. (2) Mr. Greathouse joined the Company as President and Chief Executive Officer in August 1994 and assumed the position of Chairman of the Board of Directors in March 1995. (3) Mr. Bybee joined the Company in July 1993 as President and Chief Operating Officer. On July 15, 1994, he assumed the role of Executive Vice President_Government Affairs. (4) The aggregate amount of such compensation to be reported herein is less than the lesser of either $50,000 or 10 percent of the total annual salary and bonus reported for the named executive officer. (5) The cash bonus attributable to fiscal 1994 was paid in the first quarter of fiscal 1995. (6) The cash bonus attributable to fiscal 1995 was paid in the first quarter of fiscal 1996. Option/SAR Grants in Last Fiscal Year The following table relates to options granted during the fiscal year ended June 30, 1995:
Potential Realizable Value at Individual Grants Assumed Annual Rates % of Total of Stock Granted Price Appreciation for Options to Employees in Exercise Expiration Option Terms Name Granted Fiscal Year Price Date 5% 10% Steve Greathouse 250,000 11.12% $5.750 7/25/04 $905,000 $2,290,000 83,333 (1) 3.71% 1.500 _ _ 1,279,995 83,333 (1) 3.71% 1.500 _ _ 1,279,995 83,334 (1) 3.71% 1.500 _ _ 1,280,010 Shannon L. Bybee _ _ _ _ _ _ John W. Alderfer 150,000 6.67% 5.875 2/22/03 554,250 1,404,750 Robert L. Miodunski _ _ _ _ _ _ Robert L. Saxton _ _ _ _ _ _
(1) Grant of warrants to purchase up to 250,000 shares of Common Stock which vest one year after the grant date and in three equal tranches when the market price of the Common Stock reaches $11, $13 and $15 per share, respectively. Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values The following table relates to options exercised during the fiscal year ended June 30, 1995 and options outstanding at June 30, 1995:
Number of Unexercised Value of Unexercised Options at In-the-Money Options at Shares June 30, 1995 June 30, 1995 Acquired on Value Exercisable Unexercisable Exercisable Unexercisable Name Exercise Realized Steve Greathouse _ _ _ 500,000 _ $3,031,250 Shannon L. Bybee _ _ 105,000 210,000 _ _ John W. Alderfer _ _ 87,000 150,000 $527,438 909,375 Robert L.Miodunski _ _ 17,000 68,000 _ _ Robert L. Saxton 6,000 34,050 46,000 92,000 278,875 557,750
Director's Compensation Directors of the Company who are also employees are not separately compensated for their services as directors. Fee arrangements with other Directors of the Company are presently as follows: (i) Mr. Kirschbaum, $250,000 per year for all services as a Director and member of the Nominating Committee; (ii) Dr. Fields, $250,000 per year for all services as Vice Chairman of the Board and Chairman of the Executive Committee; (iii) Mr. Wilms, $150,000 per year for all services as a Director and member of various committees; and (iv) Mr. Robbins, $35,000 per year for all services as a Director and member of various committees. Directors are also reimbursed for their reasonable out-of-pocket expenses incurred on Company business. From time to time in the past, directors have also been provided with stock options. Cash compensation arrangements with Advisors are presently as follows: (i) Dr. Scheinman, an aggregate of $140,000 per year for all services as an Advisor and a consultant; and (ii) Mr. Sosin, $45,000 per year. In addition, Dr. Scheinman holds currently exercisable options to purchase an aggregate of 36,111 shares of Common Stock at a weighted average exercise price of $6.46 per share and Mr. Sosin holds currently exercisable options to purchase an aggregate of 45,000 shares of Common Stock at a weighted average exercise price of $4.54 per share. See "Certain Transactions." Employment and Severance Arrangements The Company has agreed to employ Mr. Greathouse for a term of three years at a base salary of $400,000, plus a bonus to be determined by the Board of Directors. In addition, Mr. Greathouse received (i) 250,000 shares of Common Stock, (ii) warrants to purchase 250,000 shares of Common Stock on terms substantially similar to the warrants issued to GSA in September 1993 ("Incentive Warrants"), which Incentive Warrants became exercisable in August 1995, and (iii) options to purchase 250,000 shares of Common Stock at $5.75 per share pursuant to the Company's 1991 Stock Option Plan ("Employee Options"), which Employee Options will vest ratably over a three-year period. The terms of the Incentive Options may be changed, and the exercisability of the Incentive Warrants and the Employee Options may be accelerated, under certain circumstances. The arrangement with Mr. Greathouse will entitle him to receive coverage under Company welfare plans and the reimbursement of certain expenses. The Company is party to an Amended Executive Severance Agreement with Shannon L. Bybee (the "Severance Agreement"). The Severance Agreement provides, among other things, that Mr. Bybee is entitled to be retained by the Company for a three-year period from the time of Mr. Greathouse's election as President in August 1994 for an annual fee of $150,000 per year. In addition, Mr. Bybee received options to purchase 315,000 shares of Common Stock at an exercise price of $7.625 per share, vesting annually over a three-year period commencing July 26, 1994 with an expiration date of July 26, 2003. Mr. Bybee currently holds the positions of Executive Vice President - Government Affairs and Special Advisor to the Board of Directors. The Company is party to an Employment Agreement, dated February 23, 1993, with Mr. Alderfer. Such Employment Agreement generally provides for the preservation of Mr. Alderfer's employment for a period of three years following certain changes in control of the Company. During each year in this three-year period, Mr. Alderfer, unless he is terminated by the Company "for cause" (as defined), or resigns for other than "good reason" (as defined,) will be entitled to receive (i) an annual salary not less than his then current annual salary, (ii) a bonus no less than the lesser of (a) the bonus, if any, specified for him in the Company's incentive compensation program for fiscal 1995 or (b) the average of the bonuses paid to him for the three immediately preceding years and (iii) continuation of benefits under any employee benefit plan or bonus plan which the Company provides for its employees. In addition, Mr. Alderfer's Employment Agreement provides that in the event he is terminated by the Company other than "for cause" or resigns from the Company for "good reason," all options to purchase Common Stock held by him will immediately vest. In May 1994, Mr. Alderfer's Employment Agreement was amended to provide for a specified additional bonus and for the calculation of future year increases in base compensation. The Company is party to an Employment Agreement with Mr. Miodunski which generally provides for a base salary of $175,000 per year, participation in the Company's compensation programs for corporate officers, receipt of 85,000 stock options under the 1991 Plan to vest over a five year period, and severance benefits of one years' base salary if Mr. Miodunski is terminated prior to March 1998 without cause. The Company is party to an Employment Agreement with Ms. McIlwain which generally provides for a two-year term from June 1, 1994 at a base salary of $130,000 per year, participation in the Company's compensation programs for corporate officers, receipt of 60,000 stock options under the 1991 Plan to vest over a five-year period, and severance benefits of one years' base salary if Ms. McIlwain is terminated without cause. Compensation Committee Interlocks and Insider Participation During the year ended June 30, 1995, the Compensation Committee of the Board of Directors of the Company met one time. The Compensation Committee is currently comprised of Mr. Wilms and Mr. Robbins. During such fiscal year, the entire Board of Directors generally participated in deliberations concerning the compensation of the Company's executive officers. Mr. Wilms served as the Company's Chief Executive Officer from December 1984 to July 1994. Dr. Scheinman served as the Company's Chief Operating Officer from January 1988 to September 1990 and as President of the Company from December 1988 to September 1990. Other than current positions disclosed in the previous tables, no other member of the Company's Board of Directors was an officer or employee of the Company or any subsidiary during the fiscal year ended June 30, 1995 or is a former officer of the Company or any subsidiary. Since July 1, 1994, certain directors have been involved in certain transactions in which the Company was a party and in which the amount involved exceeded $60,000. See "Certain Transactions." SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. ALLIANCE GAMING CORPORATION Date: October 26, 1995 By /s/ John W. Alderfer Name: John W. Alderfer Title: Senior Vice President, Treasurer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----