-----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, S6/SDkP/KzX4jZ8R+ftVFYmJLRgMM+38gKGVzrvHXsor6JkgVLIfrBOv4IpQIXlJ 3A7+6yyd4U3HtbkSOC0UZw== 0001179110-05-002772.txt : 20050208 0001179110-05-002772.hdr.sgml : 20050208 20050208194357 ACCESSION NUMBER: 0001179110-05-002772 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050127 FILED AS OF DATE: 20050208 DATE AS OF CHANGE: 20050208 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Gaming Partners International CORP CENTRAL INDEX KEY: 0000918580 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 880310433 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 BUSINESS ADDRESS: STREET 1: 1700 S INDUSTRIAL ROAD CITY: LAS VEGAS STATE: NV ZIP: 89102 BUSINESS PHONE: 7023842425 MAIL ADDRESS: STREET 1: 2121 INDUSTRIAL ROAD CITY: LAS VEGAS STATE: NV ZIP: 89102 FORMER COMPANY: FORMER CONFORMED NAME: PAUL SON GAMING CORP DATE OF NAME CHANGE: 19940203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carrette Elizabeth CENTRAL INDEX KEY: 0001317014 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23588 FILM NUMBER: 05585765 BUSINESS ADDRESS: BUSINESS PHONE: 0140738070 MAIL ADDRESS: STREET 1: 3 AVENUE DU PRESIDENT WILSON CITY: PARIS STATE: I0 ZIP: 75116 3 1 edgar.xml FORM 3 - X0202 3 2005-01-27 0 0000918580 Gaming Partners International CORP GPIC 0001317014 Carrette Elizabeth 3 AVENUE DU PRESIDENT WILSON PARIS I0 75116 FRANCE 1 1 1 0 Chairman of the Board Common Stock 340 D Common Stock 15738 I By the Estate of Francois Carrette Common Stock 3836940 I By Holding Wilson S.A. Warrant/Right to Buy 0.01 Common Stock 22 D Warrant/Right to Buy 0.01 Common Stock 22 I By the Estate of Francois Carrette Warrant/Right to Buy 0.01 Common Stock 255155 I By Holding Wilson S.A. Option/Right to Buy 12.81 2015-01-27 Common Stock 6000 D Option/Right to Buy 3.40 2006-12-27 Common Stock 4000 I By the Estate of Francois Carrette On September 12, 2003, Gaming Partners International Corporation (formerly Paul-Son Gaming Corporation, the "Company") issued Mrs. Carrette antidilution warrants to purchase 26 shares of the Company's common stock pursuant to the terms and conditions of an Agreement and Plan of Exchange between the Company and Etablissements Bourgogne et Grasset SA (the "Agreement"). The warrants were issued to provide antidilution protection against options and similar rights granted by the Company prior to closing of the Agreement, with such warrants being exercisable only upon conversion or exercise of the underlying options. To-date, Mrs. Carrette has exercised her antidilution warrants to purchase 4 shares in accordance with the terms thereof. The antidilution warrants will expire 30 days after the Company notifies Mrs. Carrette that the last of the options or similar rights have expired. On September 12, 2003, the Company issued Francois Carrette antidilution warrants to purchase 26 shares of the Company's common stock pursuant to the terms and conditions of the Agreement. The warrants were issued to provide antidilution protection against options and similar rights granted by the Company prior to closing of the Agreement, with such warrants being exercisable only upon conversion or exercise of the underlying options. To-date, Mr. Carrette exercised his antidilution warrants to purchase 4 shares in accordance with the terms thereof. The warrants will expire 30 days after the Company notifies Mr. Carrette that the last of the options or similar rights have expired. Mr. Carrette passed away on December 27, 2004. On September 12, 2003, the Company issued Holding Wilson S.A. antidilution warrants to purchase 299,010 shares of the Company's common stock pursuant to the terms and conditions of the Agreement. The warrants were issued to provide antidilution protection against options and similar rights granted by the Company prior to closing of the Agreement, with such warrants being exercisable only upon conversion or exercise of the underlying options. To-date, Holding Wilson S.A. has exercised its antidilution warrants to purchase 43,855 shares in accordance with the terms thereof. The warrants will expire 30 days after the Company notifies Holding Wilson S.A. that the last of the options or similar rights have expired. Mrs. Carrette is currently the president of the supervisory board of Holding Wilson, S.A., the holder of the majority of the Company's outstanding common stock. On January 27, 2005, the Company granted Mrs. Carrette options to purchase 6,000 shares of the Company's common stock pursuant to the Company's 1994 Directors Stock Option Plan (the "Plan"). The grant was exempt under Rule 16b-3. The options vest in equal installments over a three-year period with the first one-third installment vesting on January 27, 2006. On September 12, 2002, Mr. Carrette was granted options to purchase 6,000 shares of the Company's common stock pursuant to the Plan. The grant was exempt under Rule 16b-3. The options were subject to vesting in three equal installments over a three-year period with the first one-third installment vesting on September 12, 2003. At the time of Mr. Carrette's death, the options were fully vested and exercisable as to 4,000 shares. Pursuant to the Plan, the fully vested and exercisable shares may be exercised by Mr. Carrette's estate, personal representative or beneficiary any time prior to the second anniversary of Mr. Carrette's death. /s/ Melody Sullivan Yowell by power of attorney for Elizabeth Carrette 2005-02-08 EX-24.01 2 poa-ec.txt POWER OF ATTORNEY - ELISABETH CARRETTE POWER OF ATTORNEY The undersigned hereby appoints, authorizes and designates Melody Sullivan Yowell and/or Gerard P. Charlier, individuals, signing alone as her true and lawful attorney-in-fact to: 1. Prepare and sign any applicable Form 3, Initial Statement of Beneficial Ownership ("Form 3"), Form 4, Statement of Changes of Beneficial Ownership of Securities ("Form 4"), any applicable Form 5, Annual Statement of Beneficial Ownership of Securities ("Form 5"), and any amendment thereto, with respect to the undersigned's ownership of Gaming Partners International Corporation common stock; 2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable in connection with the filing of any Form 3, Form 4, Form 5 and any amendment thereto, if necessary, with the United States Securities and Exchange Commission; and 3. Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned in connection with the filing of any Form 3, Form 4, Form 5 and any amendment thereto, if necessary it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation for and in the name, place and stead of the undersigned, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. This power of attorney shall remain in full force and effect until the undersigned is no longer required to file any Form 3, Form 4, Form 5 or any amendment thereto, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this power of attorney to be executed as of this 7th day of February 2005. /s/ Elisabeth Carrette Elisabeth Carrette STATE OF NEVADA ) ) ss. COUNTY OF CLARK ) On this 7th day of February 2005, before me, the undersigned, a Notary Public in and for the County of Clark, State of Nevada, duly commissioned and sworn, personally appeared Elisabeth Carrette known/proved to me to be the person whose name is subscribed to the within instrument, and who acknowledge to me that he executed the same freely and voluntarily and for the uses and purposes therein mentioned. /s/ Gay A. Nordfelt NOTARY PUBLIC (SEAL) Gay A. Nordfelt Notary Public State of Nevada No. 02-77501 My appt. exp. Sept. 5, 2006 -----END PRIVACY-ENHANCED MESSAGE-----