UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
ACRES GAMING INCORPORATED
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
004936100
(CUSIP NUMBER)
SARA BETH BROWN
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
INTERNATIONAL GAME TECHNOLOGY
9295 PROTOTYPE DRIVE
RENO, NEVADA 89510
(775) 448-7777
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
DECEMBER 26, 2001
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(3) or (4), check the following box: [ ]
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 004936100
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS, I.R.S. Identification Nos. of Above Persons
IGT
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [N/A]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
See footnote 1
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING See footnote 1
PERSON
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See footnote 1
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See footnote 1
14 TYPE OF REPORTING PERSON
CO
--------
(1) On 1/28/97 IGT, a wholly owned subsidiary of International Game Technology,
purchased 519,481 of Issuer's Series A Convertible Preferred Stock. The shares
of Convertible Preferred Stock are convertible one-for-one into shares of Common
Stock of the Issuer unless the average closing price of the Issuer's Common
Stock for the period of thirty (30) days prior to the date of conversion of the
shares of Series A Preferred Stock (the "Average Trading Price Per Share") is
less than $9.625 per share in which event the number of shares of Common Stock
into which each share of Series A Preferred Stock is convertible will be equal
to the quotient of (i) $9.625 and (ii) the Average Trading Price Per Share.
Based on the Average Trading Price Per Shares for the period ended December 24,
2001, the 519,481 shares of Series A Preferred Stock were convertible into
1,150,218 shares of Issuer's Common Stock and such number of shares would
represent, after giving effect to the issuance of such shares, approximately
11.0% of the Issuer's outstanding Common Stock as reported in its Report on Form
10-Q for the quarter ended September 30, 2001. On December 26, 2001, IGT sent to
the Issuer a Redemption Notice requesting that Issuer redeem all of the shares
of Series A Preferred Stock owned by IGT. The Redemption Notice sets January 28,
2002 as the redemption date. The redemption price for the 519,481 shares owned
by IGT is $5,000,004 (Five Million Four Dollars).
1. NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
INTERNATIONAL GAME TECHNOLOGY
2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3. SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [N/A]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
See footnote 1
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING See footnote 1
PERSON
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See footnote 1
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See footnote 1
14 TYPE OF REPORTING PERSON
CO
INTRODUCTORY STATEMENT:
This Amendment is being filed to report that on December 26, 2001, IGT,
a Nevada corporation ("IGT"), sent to Acres Gaming Incorporated, a Nevada
corporation (the "Issuer"), a notice of redemption (the "Redemption Notice" )
requesting that Issuer redeem all of the shares of Series A Preferred Stock
owned by IGT. The redemption notice sets January 28, 2002 as the redemption
date. The redemption price for the 519,481 shares owned by IGT is $5,000,004
(Five Million Four Dollars).
Items 1 through 7 are hereby amended and restated in their entirety to
read as follows:
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Series A Convertible Preferred Stock,
$.01 par value per share, (the "Issuer Preferred Stock"), of the Issuer, which
has its principal executive offices located at 7115 Amigo, Suite 150, Las Vegas,
Nevada 89119.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed on behalf of International Game Technology, a
Nevada corporation (the "Company") and IGT, a wholly owned subsidiary of the
Company. The Company and IGT design, develop and manufacture
microprocessor-based gaming products and software systems, and have their
principal business address and principal offices at 9295 Prototype, Reno, Nevada
89510.
The directors and executive officers of the Company are set forth as
follows:
PRINCIPAL NAME & ADDRESS OF CORP. OR
HOME OR BUSINESS OCCUPATION OR OTHER ORG. IN WHICH
NAME ADDRESS EMPLOYMENT EMPLOYED
---- ---------------- ------------- --------------------------
G. Thomas Baker 9295 Prototype Drive Chief Executive International Game
Reno, NV 89510 Officer, President Technology
and Chief 9295 Prototype Dr.
Operating Officer Reno, NV 89510
Maureen Mullarkey 9295 Prototype Drive Senior Vice International Game
Reno, NV 89510 President of Technology
Finance, Chief 9295 Prototype Dr.
Financial Officer Reno, NV 89510
and Treasurer
Charles N. Mathewson 9295 Prototype Drive Chairman International Game
Reno, NV 89510 Technology
9295 Prototype Dr.
Reno, NV 89510
Sara Beth Brown 9295 Prototype Drive Senior Vice International Game
Reno, NV 89510 President, General Technology
Counsel and 9295 Prototype Dr.
Secretary Reno, NV 89510
PRINCIPAL NAME & ADDRESS OF CORP. OR
HOME OR BUSINESS OCCUPATION OR OTHER ORG. IN WHICH
NAME ADDRESS EMPLOYMENT EMPLOYED
---- ---------------- ------------- --------------------------
Robert A. Bittman 9295 Prototype Drive Executive Vice International Game
Reno, NV 89510 President, Product Technology
Development, and 9295 Prototype Dr.
Director Reno, NV 89510
Wilbur K. Keating 9295 Prototype Drive Administrative International Game
Reno, NV 89510 Officer for the Technology
National 9295 Prototype Dr.
Association of Reno, NV 89510
State Retirement
Administration and
Director
Robert Miller 9295 Prototype Drive Senior Partner at International Game
Reno, NV 89510 the law firm of Technology
Jones Vargas and 9295 Prototype Dr.
Director Reno, NV 89510
Frederick B. Rentschler 9295 Prototype Drive Retired in 1991 International Game
Reno, NV 89510 from position as Technology
President and CEO 9295 Prototype Dr.
of Northwest Reno, NV 89510
Airlines.
Director of the
Company
Anthony Ciorciari 9295 Prototype Drive Senior Vice International Game
Reno, NV 89510 President, Technology
Operations 9295 Prototype Dr.
Reno, NV 89510
Richard Pennington 9295 Prototype Drive Senior Vice International Game
Reno, NV 89510 President, Product Technology
Management 9295 Prototype Dr.
Reno, NV 89510
Ward Chilton 9295 Prototype Drive Senior Vice International Game
Reno, NV 89510 President, North Technology
America Sales 9295 Prototype Dr.
Reno, NV 89510
The directors and executive officers of IGT are set forth as follows:
NAME & ADDRESS OF
HOME OR BUSINESS PRINCIPAL OCCUPATION CORP. OR OTHER ORG.
NAME ADDRESS OR EMPLOYMENT IN WHICH EMPLOYED
---- ---------------- -------------------- -------------------
Charles N. Mathewson 9295 Prototype Drive Chairman IGT
Reno, NV 89510 9295 Prototype Dr.
Reno, NV 89510
G. Thomas Baker 9295 Prototype Drive Chief Executive IGT
Reno, NV 89510 Officer, President, 9295 Prototype Dr.
Chief Operating Reno, NV 89510
Officer and Director
Sara Beth Brown 9295 Prototype Drive Senior Vice IGT
Reno, NV 89510 President, General 9295 Prototype Dr.
Counsel, Secretary Reno, NV 89510
and Director
Maureen Mullarkey 9295 Prototype Drive Senior Vice President IGT
Reno, NV 89510 of Finance, Chief 9295 Prototype Dr.
Financial Officer and Reno, NV 89510
Treasurer
During the last five years, no person named above has been (a) convicted
in a criminal proceeding (excluding traffic violations and similar misdemeanors)
or (b) was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to federal or state securities laws or finding
any violation with respect to such laws.
All of the directors and executive officers of the Company and IGT are
citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Amount: $5,000,000
Source: Working Capital of IGT
ITEM 4. PURPOSE OF TRANSACTION
On December 26, 2001, IGT sent to the Issuer the Redemption Notice
requesting that Issuer redeem all of the shares of Series A Preferred Stock
owned by IGT. The Redemption Notice sets January 28, 2002 as the redemption
date. The redemption price for the 519,481 shares owned by IGT is $5,000,004
(Five Million Four Dollars).
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
(a) Number and Percentage of Shares IGT owns; 519,481 shares of Issuer's
Series A Convertible Preferred Stock.
On 1/28/97 IGT, a wholly owned subsidiary of International Game
Technology, purchased 519,481 of Issuer's Series A Convertible Preferred Stock.
The shares of Convertible Preferred Stock are convertible one-for-one into
shares of Common Stock of the Issuer unless the average closing price of the
Issuer's Common Stock for the period of thirty (30) days prior to the date of
conversion of the shares of Series A Preferred Stock (the "Average Trading Price
Per Share") is less than $9.625 per share in which event the number of shares of
Common Stock into which each share of Series A Preferred Stock is convertible
will be equal to the quotient of (i) $9.625 and (ii) the Average Trading Price
Per Share. Based on the Average Trading Price Per Shares for the period ended
December 24, 2001, the 519,481 shares of Series A Preferred Stock were
convertible into 1,150,218 shares of Issuer's Common Stock and such number of
shares would represent, after giving effect to the issuance of such shares,
approximately 11.0% of the Issuer's outstanding Common Stock as reported in its
Report on Form 10-Q for the quarter ended September 30, 2001.
(b) Power to Vote and Dispose of Shares: IGT has the sole power to
direct the disposition of and to vote 519,481 shares of Series A Convertible
Preferred Stock.
On December 26, IGT sent to the Issuer the Redemption Notice. See
Item 4 above.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
On December 26, 2001, IGT sent to the Issuer the Redemption Notice.
Each of the summaries set forth below is qualified in its entirety by
reference to the Redemption Notice, Stock Purchase Agreement and the
Registration Rights Agreement.
The shares of Series A Convertible Preferred Stock entitle IGT to elect
one director of the Issuer. In addition, so long as 130,000 shares of Series A
Convertible Preferred Stock (such number is to be increased by one share for
each additional four shares of Series A Convertible Preferred Stock acquired by
IGT anytime after January 28, 1997) remain outstanding the Issuer shall not,
without the vote or written consent of the holder of the Series A Convertible
Preferred Stock, approve any amendments to its Certificate of Incorporation or
do any of the following: (a) alter or change the rights, preferences or
privileges of the shares of Series A Convertible Preferred Stock; (b) increase
the number of authorized shares of Series A Convertible Preferred Stock or issue
any shares of stock with rights, including liquidation preferences, superior to
the Series A Convertible Preferred Stock; (c) effect any sale, lease,
assignment, transfer or other conveyance of all or substantially all of the
assets of the Issuer or any of its subsidiaries or any consolidation or merger
involving the Issuer or any of its subsidiaries if the Issuer or its subsidiary
is not the surviving corporation, or any consolidation or merger involving the
Issuer or any of its subsidiaries if the Issuer or its subsidiaries is the
surviving corporation but the holders of the capital stock of the Issuer before
the consolidation or merger own less than 50% of the Issuer
after the consolidation or merger, or any reclassification or other change of
any stock, or any recapitalization of the Issuer, or any voluntary dissolution,
liquidation or winding up of the Issuer; or (d) permit any direct or indirect
subsidiary or other entity owned by the Issuer to sell any equity security or
similar interest or any right to acquire any equity security or similar interest
in such entity.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Redemption Notice
Purchase Contract
Registration Rights Agreement
Certificate of Designation of Preferred Stock
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 26, 2001 IGT
By: /s/ Maureen Mullarkey
---------------------------------
Maureen Mullarkey
Senior Vice President of Finance,
Chief Financial Officer and
Treasurer
INTERNATIONAL GAME TECHNOLOGY
By: /s/ Maureen Mullarkey
---------------------------------
Maureen Mullarkey
Senior Vice President of Finance,
Chief Financial Officer and
Treasurer
EXHIBIT INDEX
1. Redemption Notice.
2. Purchase Contract (incorporated by reference to the Schedule 13D dated
January 28, 1997).
3. Registration Rights Agreement (incorporated by reference to the Schedule
13D dated January 28, 1997).
4. Certificate of Designation of Preferred stock (incorporated by reference
to the Schedule 13D dated January 28, 1997).