Current Report Filing (8-k)
01 Maggio 2019 - 11:08PM
Edgar (US Regulatory)
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):
May 1, 2019
Gaming
Partners International Corporation
(Exact name of registrant as specified
in its charter)
Nevada
(State or other jurisdiction of
Incorporation)
0-23588
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88-0310433
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(Commission File Number)
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(IRS Employer Identification No.)
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3945 West Cheyenne Avenue, Suite 208, North Las Vegas, Nevada
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89032
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(702)
384-2425
Not Applicable
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction
A.2. below):
¨
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))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
¨
INTRODUCTORY NOTE
On May 1, 2019, Gaming Partners International
Corporation (“GPIC”) announced that Angel Holdings Godo Kaisha (“Angel”) had completed the acquisition
of GPIC. Pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of November 27, 2018 (as
amended, restated, supplemented or otherwise modified prior to the date hereof, the “Merger Agreement”), by and among
Angel, AGL Nevada Corporation (“Merger Sub”) and GPIC, Merger Sub merged with and into GPIC, with GPIC continuing as
the surviving corporation (the “Merger”). As a result of the Merger, GPIC became a wholly owned subsidiary of
Angel.
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Item 1.02.
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Termination of a Material Definitive Agreement
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On May 1, 2019, in connection with the closing
of the Merger, GPIC terminated the following agreements: (i) the Credit Agreement, dated as of June 26, 2015, between GPIC, as
borrower, and Nevada State Bank, as lender (“NSB”); (ii) the Pledge and Security Agreement and Irrevocable Proxy, dated
as of June 26, 2015, granted by GPIC and Gaming Partners International USA, Inc. in favor of NSB; and (iii) the Guaranty, dated
as of June 26, 2015, granted by Gaming Partners International USA, Inc. and Gaming Partners International Asia Limited in favor
of NSB (collectively, as amended, restated, supplemented or otherwise modified from time to time, the “NSB Loan Documents”).
No early termination penalties were incurred by GPIC in connection with the termination of the NSB Loan Documents.
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Item 2.01.
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Completion of Acquisition or Disposition of Assets
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On May 1, 2019, pursuant to the terms of
the Merger Agreement, Angel completed the acquisition of GPIC through the merger of Merger Sub with and into GPIC, with GPIC continuing
as the surviving corporation. As a result of the Merger, GPIC became a wholly owned subsidiary of Angel. At the effective
time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of GPIC (each, a
“Share” and, collectively, the “Shares”) issued and outstanding immediately prior to such time, was automatically
cancelled and converted into the right to receive $13.75 in cash, without interest (the “Merger Consideration”). At
the effective time of the Merger, each outstanding GPIC stock option (whether vested or unvested) was cancelled in exchange for
the right to receive a cash payment equal to the number of Shares subject to such option multiplied by the excess of the Merger
Consideration over the exercise price of such option, if any (the “Option Payment”). The Merger Consideration
and the Option Payment totaled approximately $112.3 million.
The foregoing description does not purport
to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which was filed as Exhibit 2.1
to GPIC’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November
27, 2018, and which is incorporated herein by reference.
The Merger Agreement was filed to provide
investors with information regarding its terms and is not intended to provide any factual information about Angel, Merger Sub,
GPIC or any of their respective subsidiaries or affiliates. Such information can be found in the public filings that GPIC files
with the SEC. The representations, warranties and covenants contained in the Merger Agreement were made solely for the purposes
of the Merger Agreement and are as of specific dates and solely for the benefit of the parties to the Merger Agreement and:
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·
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are
not intended as statements of fact, but rather as a way of allocating the risk among the parties in the event the statements therein
prove to be inaccurate;
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·
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have
been modified or qualified by certain confidential disclosures that were made among the parties in connection with the negotiation
of the Merger Agreement, which disclosures are not reflected in the Merger Agreement itself;
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·
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may
no longer be true as of a given date;
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·
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may
be subject to a contractual standard of materiality in a way that is different from that generally applicable to investors or
other stockholders and reports and documents filed with the SEC; and
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·
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may
be subject in some cases to other exceptions and qualifications (including exceptions that do not result in, and would not reasonably
be expected to have, a material adverse effect on the applicable party).
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Accordingly, investors should not rely on the representations,
warranties or covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Angel, Merger
Sub, GPIC or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations
and warranties may change, or may have changed, after the date of the Merger Agreement, which subsequent information may or may
not be fully reflected in GPIC’s public disclosures. Accordingly, the representations and warranties and other provisions
of the Merger Agreement or any description of such provisions should not be read alone, but instead should be read together with
the information that GPIC publicly files in reports and statements with the SEC.
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Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing
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The disclosure set forth under Item 2.01
above is incorporated by reference into this Item 3.01.
In connection with the closing of the Merger,
GPIC notified NASDAQ on May 1, 2019 that, at the Effective Time, each Share issued and outstanding immediately prior to such time,
other than Shares owned by GPIC or its respective subsidiaries, was automatically cancelled and converted into the right to receive
$13.75 in cash, without interest. On May 1, 2019, GPIC requested NASDAQ to promptly file with the SEC a Notification of Removal
from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934 (as amended, the “Exchange
Act”) on Form 25 to delist the Shares. Upon effectiveness of such Form 25, GPIC will file with the SEC a certification
on Form 15 under the Exchange Act requesting that the Shares be deregistered and that GPIC’s reporting obligations under
Sections 13 and 15(d) of the Exchange Act be suspended.
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Item 3.03.
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Material Modification to Rights of Security Holders
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The disclosure set forth under Item 2.01
above is incorporated by reference into this Item 3.03.
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Item 5.01.
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Changes in Control of Registrant
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On May 1, 2019, pursuant to the terms of
the Merger Agreement, Angel completed the acquisition of GPIC through the merger of Merger Sub with and into GPIC, with GPIC continuing
as the surviving corporation. As a result of the Merger, GPIC became a wholly owned subsidiary of Angel, and each Share issued
and outstanding immediately prior to such time, other than Shares owned by GPIC or its subsidiaries, was automatically cancelled
and converted into the right to receive $13.75 in cash, without interest. The Merger Consideration and the Option Payment totaled
approximately $112.3 million.
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Item 5.02.
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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In accordance with the terms of the Merger
Agreement, at the Effective Time all of the members of GPIC’s board of directors, which consisted of Eric P. Endy, Robert
J. Kelly, Charles R. Henry, Martin A. Berkowitz, Alain Thieffry and Jean-François Lendais, were removed and the sole director
of Merger Sub immediately prior to the Effective Time, which was Yasushi Shigeta, became the only director of GPIC immediately
after the Effective Time.
In accordance with the terms of the Merger
Agreement, at the Effective Time all of the officers of GPIC, which consisted of Alain Thieffry as the Chief Executive Officer,
Chief Financial Officer, President, Secretary and Treasurer of GPIC, were removed from all such offices and the President, Secretary
and Treasurer of Merger Sub immediately prior to the Effective Time, which was Yasushi Shigeta, became the President, Secretary
and Treasurer of GPIC immediately after the Effective Time
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Item 5.03.
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Amendment to Articles of Incorporation or Bylaws;
Change in Fiscal Year
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Pursuant to the terms of the Merger Agreement,
upon consummation of the Merger on May 1, 2019, the articles of incorporation and bylaws of GPIC were each amended and restated
in their entirety.
The Amended and Restated Articles of Incorporation
of GPIC are filed as Exhibit 3.1 hereto and incorporated by reference into this Item 5.03. The Amended and Restated Bylaws
of GPIC are filed as Exhibit 3.2 hereto and incorporated by reference into this Item 5.03.
On May 1, 2019, GPIC issued a press release
announcing the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1.
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Item 9.01.
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Financial Statements and Exhibits
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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.
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GAMING PARTNERS INTERNATIONAL CORPORATION
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Date: May 1, 2019
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By:
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/s/ Yasushi Shigeta
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Name:
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Yasushi Shigeta
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Title:
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President, Secretary and Treasurer
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Grafico Azioni Gaming Partners International Corp. (NASDAQ:GPIC)
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