Attached files
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| EX-10.1 - EXH101 - Galaxy Gaming, Inc. | exh10_1.htm |
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): November 12,
2009
Galaxy Gaming,
Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-30653
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80-0068489
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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6980 O’Bannon Drive, Las Vegas,
NV
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89117
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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)
939-3254
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_____________________________________________
(Former
name or former address, if changed since last report)
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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:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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SECTION
5 – Corporate Governance and Management
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
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On
November 12, 2009, Andrew Zimmerman was appointed to serve as our Chief
Financial Officer, Secretary, and Treasurer. Mr. Zimmerman is an
Arizona CPA and has over twenty-five years of professional experience in public
accounting, casino management, manufacturing, and entertainment. Mr.
Zimmerman was the Chief Financial Officer and Treasurer of Mission Industries,
Nevada’s largest provider of hospitality and restaurant textile services, for
ten years. Mr. Zimmerman has also served as the CFO of Palace Casinos
in Biloxi, Mississippi, the Bud Jones Company, and Konami Gaming,
Inc. Most recently, Mr. Zimmerman was the Chief Financial Officer of
David Saxe Productions, a producer of various shows in Las Vegas. Mr.
Zimmerman is a graduate of Arizona State University. He also serves
on the board of a large automotive finance company.
Mr.
Zimmerman has not had any material direct or indirect interest in any of our
transactions or proposed transactions over the last two years. The
material terms of our Employment Agreement with Mr. Zimmerman are as
follows:
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·
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Mr.
Zimmerman shall serve as the CFO, Secretary, and Treasurer of the Company
for a period of three years, devoting substantially all of his business
time, knowledge, and skill to conduct the business of the company as may
be reasonably necessary to discharge his duties under the
agreement. The term of the agreement may be extended upon
mutual written agreement.
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·
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Mr.
Zimmerman shall be compensated with a monthly base salary to be paid in
bi-monthly installments. Under Section 3.1 of the Employment
Agreement, Mr. Zimmerman’s base salary shall begin at $6,600 and will
increase in phases over the course of the next year to a maximum of
$12,500 per month.
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·
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Mr.
Zimmerman will be initially granted options to purchase 37,500 shares of
our common stock at a price of $0.55 per share, exercisable for three
years. Additional grants of options to purchase 22,500 shares
of our common stock at a price of $0.55 per share, exercisable for three
years, will be made at the beginning of each additional year of
service.
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·
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In
the event that Mr. Zimmerman is terminated without cause, he shall be
entitled to receive a severance payment in the amount of up to twelve
months salary, depending on the time of the
termination.
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·
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Mr.
Zimmerman will be subject to duties of non-disclosure and
non-competition.
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The
foregoing is provided only as a summary of the material terms of our Employment
Agreement with Mr. Zimmerman. The terms of his agreement with the
Company are set forth in full in the Employment Agreement filed herewith as
Exhibit 10.1
2
Also on
November 12, 2009, Dan Scott was appointed to serve as a member of our Board of
Directors. Dan Scott has over twenty years of senior management experience
in the gaming industry. Mr. Scott was Vice President of Finance and
Treasurer during twelve years with Caesars Palace in Las Vegas. He was also
Senior Vice President and Chief Financial Officer with MGM Grand Hotel and
Casino in Las Vegas. His projects as an independent consultant
include a six year engagement encompassing the design, construction and
management of Casino MonteLago at Lake Las Vegas. Mr. Scott, a
Nevada CPA, is a graduate of the University of Wisconsin. As a member of our
Board of Directors, Mr. Scott will also serve on the board's compensation
committee.
Mr. Scott
has not had any material direct or indirect interest in any of our transactions
or proposed transactions over the last two years. We have agreed on a
compensation arrangement for Mr. Scott’s services as an outside director of the
company. The material terms of that arrangement are as
follows:
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·
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Mr.
Scott will receive a cash stipend in the amount of $4,000 per
quarter.
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·
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Mr.
Scott will receive immediately-vested options to purchase 46,250 shares of
our common stock per quarter. The exercise price and term of
such stock options has not been determined at this
time.
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·
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Mr.
Scott’s reasonable expenses incurred in his service as a director will be
reimbursed. Mr. Scott will be indemnified in accord with the
terms of the Company’s articles, bylaws, and other pertinent corporate
documents.
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Our
compensation arrangement with Mr. Scott has not been reduced to a formal writing
at this time.
SECTION
9 – Financial Statements And Exhibits
Item
9.01. Financial
Statements and Exhibits
The
exhibits listed in the following Exhibit Index are filed as part of this Current
Report on Form 8-K.
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Exhibit No.
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Description
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3
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.
Galaxy
Gaming, Inc.
/s/Robert Saucier
Robert
Saucier
Chief
Executive Officer
Date:
November 17, 2009