0001638599-19-000445.txt : 20190502
0001638599-19-000445.hdr.sgml : 20190502
20190502132218
ACCESSION NUMBER: 0001638599-19-000445
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190501
FILED AS OF DATE: 20190502
DATE AS OF CHANGE: 20190502
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kelly Robert J
CENTRAL INDEX KEY: 0001354300
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-23588
FILM NUMBER: 19791017
MAIL ADDRESS:
STREET 1: 1700 S INDUSTRIAL ROAD
CITY: LAS VEGAS
STATE: NV
ZIP: 89102
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: 1231
BUSINESS ADDRESS:
STREET 1: 3945 WEST CHEYENNE AVENUE
STREET 2: SUITE 208
CITY: NORTH LAS VEGAS
STATE: NV
ZIP: 89032
BUSINESS PHONE: 7023842425
MAIL ADDRESS:
STREET 1: 3945 WEST CHEYENNE AVENUE
STREET 2: SUITE 208
CITY: NORTH LAS VEGAS
STATE: NV
ZIP: 89032
FORMER COMPANY:
FORMER CONFORMED NAME: PAUL SON GAMING CORP
DATE OF NAME CHANGE: 19940203
4
1
doc4_6070.xml
PRIMARY DOCUMENT
X0306
4
2019-05-01
1
0000918580
Gaming Partners International CORP
GPIC
0001354300
Kelly Robert J
3945 W. CHEYENNE AVENUE
#208
NORTH LAS VEGAS
NV
89032
1
0
0
0
Common Stock
2019-05-01
4
U
0
6500
13.75
D
0
D
Director Stock Option (Right to Buy)
6.91
2019-05-01
4
U
0
6500
0
D
2012-08-16
2022-02-15
Common Stock
6500
0
D
Director Stock Option (Right to Buy)
7.90
2019-05-01
4
U
0
6500
0
D
2013-08-16
2023-02-15
Common Stock
6500
0
D
Director Stock Option (Right to Buy)
8.83
2019-05-01
4
U
0
6500
0
D
2014-08-16
2024-02-15
Common Stock
6500
0
D
Director Stock Option (Right to Buy)
8.47
2019-05-01
4
U
0
5750
0
D
2015-08-16
2025-02-15
Common Stock
5750
0
D
Director Stock Option (Right to Buy)
9.49
2019-05-01
4
U
0
6500
0
D
2016-08-16
2026-02-15
Common Stock
6500
0
D
Director Stock Option (Right to Buy)
11.44
2019-05-01
4
U
0
6500
0
D
2017-08-16
2027-02-15
Common Stock
6500
0
D
Director Stock Option (Right to Buy)
9.81
2019-05-01
4
U
0
6500
0
D
2018-08-16
2028-02-15
Common Stock
6500
0
D
Pursuant to the terms of the Agreement and Plan of Merger, dated as of November 27, 2018 (as amended, modified, or supplemented prior to the date hereof, the "Merger Agreement"), by and among Gaming Partners International Corporation ("GPIC"), Angel Holdings Godo Kaisha ("Angel") and AGL Nevada Corporation ("Merger Sub"), as of the effective time of the merger contemplated by the Merger Agreement (the "Merger"), Merger Sub merged with and into GPIC, GPIC was the surviving corporation and, as a result thereof, GPIC became a wholly owned subsidiary of Angel. At the effective time of the Merger, each share of GPIC common stock outstanding immediately prior to the effective time of the Merger was converted into the right to receive a cash payment of $13.75 in accordance with the terms of the Merger Agreement.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, these stock options were canceled, terminated, and extinguished, and in exchange therefor, the holder was granted the right to receive a cash payment in accordance with the terms of the Merger Agreement. Pursuant to the terms of the Merger Agreement, the cash payment made in respect of each stock option equals the product of (x) the number of shares issuable upon the exercise of such option multiplied by (y) the excess, if any, of $13.75 over the exercise price per share for such option.
As previously reported, GPIC granted these stock options to Mr. Kelly, pursuant to the GPIC 1994 Directors' Stock Option Plan, as compensation for his services as a member of the Board of Directors of GPIC. The grant was exempt pursuant to Exchange Act Rule 16b-3.
/s/ Angela Qustandi by power of attorney for Robert J Kelly
2019-05-02