Attached files
| file | filename |
|---|---|
| EX-99.1 CHARTER - PRESS RELEASE - GAMETECH INTERNATIONAL INC | form99-1.htm |
| EX-10.33 - LETTER AGREEMENT - GAMETECH INTERNATIONAL INC | form10-33.htm |
| EX-10.32 - GENERAL RELEASE - GAMETECH INTERNATIONAL INC | form10-32.htm |
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) February 23, 2010
GAMETECH
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State of
incorporation)
|
000-23401
(Commission File
Number)
|
33-0612983
(IRS Employer Identification
No.)
|
||
|
8850
Double Diamond Parkway
Reno,
Nevada
(Address
of principal executive offices)
|
89521
(Zip
Code)
|
(775) 850-6000
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE
OF CONTENTS
|
|
Item
1.01
|
Entry
into a Material Definitive
Agreement
|
|
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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.
|
Item
9.01 Financial
Statements and Exhibits.
SIGNATURES
Section 1
– Registrant’s Business and Operations
|
Item 1.01
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Entry
into a Material Definitive
Agreement.
|
Settlement
and Release Agreement
On
February 26, 2010, we completed a general release and severance agreement
with Jay Meilstrup, our former Chief Executive Officer. Pursuant to
the general release and severance agreement, Mr. Meilstrup resigned from
his employment with us and as a member of our Board of Directors effective
February 23, 2010.
Pursuant
to the general release and severance agreement, we and Mr. Meilstrup
mutually released one another from, among other things, any and all claims,
actions, causes of action, liabilities, demands, complaints, suits, damages, and
costs, arising up to the effective date of the general release and severance
agreement arising out of Mr. Meilstrup’s employment with us. In addition,
Mr. Meilstrup released us from claims or charges relating to violations of
certain employment laws.
In
consideration for the release, we paid, or will pay, Mr. Meilstrup all of
his previously unpaid base salary earned by him through the effective date of
the general release and severance agreement, and a severance amount equal to his
base salary at the time of termination together with reimbursement of family
health and disability insurance for a period of 18 months. In
addition, all of Mr. Meilstrup’s stock options and restricted stock grants
provided to him under any of our long-term incentive plans immediately vested on
the effective date of the general release and severance agreement.
The
general release and severance agreement is attached hereto as Exhibit 10.32
and is incorporated herein by reference.
Employment
Letter Agreement
Effective
February 24, 2010, we entered into a letter agreement with Floyd Glisson
providing for the employment of Mr. Glisson as our President and Chief
Executive Officer, effective March 15, 2010. The letter agreement has a
continuous term as Mr. Glisson is considered an “at will” employee subject
to termination at any time with or without prior notice from us.
The
letter agreement provides for Mr. Glisson to receive an annual base salary
of $350,000, and Mr. Glisson will also be eligible to participate in an
incentive compensation plan that will be approved by our Board of Directors. In
addition, as part of his compensation package, we granted to Mr. Glisson
options to purchase 300,000 shares of our common stock, subject to approval of a
new stock option plan by the Company’s stockholders. The options are
scheduled to vest in three equal increments, with 100,000 options vesting on
February 24, 2011, 100,000 vesting on February 24, 2012, and the remaining
100,000 shares vesting on August 13, 2012. The exercise price for
these options is equal to the closing price of our common stock on February 24,
2010.
Under the
letter agreement, we will provide Mr. Glisson (i) reimbursement for
reasonable expenses associated with his relocation to Reno, Nevada, and
(ii) the right to participate in any medical, dental, vision, disability,
and life insurance and 401K benefits.
If
Mr. Glisson’s employment is terminated unilaterally by us within
12 months following a change in control (as defined in the letter
agreement) without cause (as defined in the letter agreement), or if his
compensation is reduced within 12 months following a change in control,
(i) Mr. Glisson will receive his base salary for a period of
12 months, reasonable reimbursement for health care costs for a period of
18 months, and all bonus amounts he is entitled to, and (ii) all of
his stock options will vest immediately.
Section 5
- Corporate Governance and Management
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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.
|
5.02(b) Resignation of Director and
Principal Executive Officer
On
February 23, 2010, Jay Meilstrup notified GameTech International, Inc. of his
resignation as President and Chief Executive Officer and as a director,
effective February, 23, 2010. Mr. Meilstrup’s resignation was due to
personal reasons and not as a result of any disagreement with the Company
regarding the Company’s operations, policies or practices.
5.02(c)
Appointment of Interim Principal Executive Officer
The
Company’s Executive Chairman, Richard T. Fedor, will act as the Company’s
interim Chief Executive Officer until Mr. Glisson’s appointment becomes
effective on March 15, 2010.
Information
about Mr. Fedor has been previously disclosed in the Company’s definitive
proxy statement on Schedule 14A filed with the Securities and Exchange
Commission on March 2, 2009 and is incorporated herein by
reference.
5.02(c)
Appointment of Principal Executive Officer
We
appointed Floyd Glisson as our President and Chief Executive Officer, effective
March 15, 2010. Prior to joining our company, Mr. Glisson was a private
investor and the managing member of several investment funds. He joined the
board of directors of Acres Gaming, Inc. in 1997, was appointed to serve as CEO
in 1998, and in 2000 also became Chairman of Acres Gaming. Mr.
Glisson served as both CEO and Chairman of Acres Gaming until the company became
a subsidiary of International Game Technology, Inc. in 2003 and served as
interim CEO until 2004. Mr. Glisson also served as Senior Vice
President, Finance and Administration and Chief Financial Officer for ConAgra
Grocery Products Company, a unit of ConAgra, Inc., from April 1995 to
July 1998. The description set forth in Item 1.01 regarding
Mr. Glisson’s employment relationship with us is hereby incorporated by
reference in this Item 5.02.
On
February 24, 2010, we issued a press release announcing the resignation of
Mr. Meilstrup and the appointment of Mr. Glisson as President and
Chief Executive Officer. A copy of this press release is attached hereto as
Exhibit 99.1 and is hereby incorporated by reference in this Item 5.02.
Section 9 - Financial Statements
and Exhibits
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Item 9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
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Exhibit
No.
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Description
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10.32
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General
Release and Severance Agreement by and between the Registrant and Jay
Meilstrup, dated as of February 26, 2010.
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10.33
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Letter
Agreement by and between the Registrant and Jay Meilstrup, dated as of
February 24, 2010.
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99.1.
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Press
release from GameTech International, Inc. dated February 24, 2010 titled
“GameTech International, Inc. Announces Bud Glisson as Chief Executive
Officer”
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SIGNATURE
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 thereunto
duly authorized.
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GAMETECH
INTERNATIONAL, INC.
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||||
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By:
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/s/ Marcia
Martin
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|||
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Marcia
Martin
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||||
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Chief
Financial Officer
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||||
Date:
March 1, 2010
EXHIBIT
INDEX
Exhibit
Number
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10.32
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General
Release and Severance Agreement by and between the Registrant and Jay
Meilstrup, dated as of February 26, 2010.
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10.33
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Letter
Agreement by and between the Registrant and Jay Meilstrup, dated as of
February 24, 2010.
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99.1.
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Press
release from GameTech International, Inc. dated February 24, 2010 titled
“GameTech International, Inc. Announces Bud Glisson as Chief Executive
Officer”
|