Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 - Everi Holdings Inc. | c15393exv31w2.htm |
| EX-31.1 - EXHIBIT 31.1 - Everi Holdings Inc. | c15393exv31w1.htm |
| EX-10.50 - EXHIBIT 10.50 - Everi Holdings Inc. | c15393exv10w50.htm |
| EX-10.52 - EXHIBIT 10.52 - Everi Holdings Inc. | c15393exv10w52.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2010
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-32622
GLOBAL CASH ACCESS HOLDINGS, INC.
(Exact name of Registrant as specified in our charter)
| Delaware | 20-0723270 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
3525 East Post Road, Suite 120, Las Vegas, Nevada 89120
(Address of principal executive offices including Zip code)
(Address of principal executive offices including Zip code)
(800) 833-7110
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Each Exchange on Which Registered | |
| Common Stock, $0.001 par value per share | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. YES o NO þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Act. YES o NO þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES þ NO o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of “accelerated filer,” “large accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
| (Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). YES o NO þ
As of June 30, 2010, the aggregate market value of the registrant’s common stock held by
non-affiliates was approximately $580 million.
There were 64,840,468 shares of the registrant’s common stock issued and outstanding as of the
close of business on March 10, 2011.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for its 2011 Annual Meeting of Stockholders
to be held on April 28, 2011 are incorporated by reference into this Annual Report on Form 10-K in
response to Part III, Items 10, 11, 12, 13, and 14. Except as expressly incorporated by reference,
the registrant’s Proxy Statement shall not be deemed to be a part of this Annual Report on Form
10-K.
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K of Global Cash Access Holdings, Inc. (the
“Company”) for the year ended December 31, 2010, originally filed on March 14, 2011 (the “Original
Filing”), is being filed for the sole purpose of refiling Exhibits 10.50 and 10.52 to include
portions thereof that were inadvertently omitted from the Original Filing.
This Amendment No. 1 does not reflect events occurring after March 14, 2011 and does not update or
modify in any way the results of operations, financial position, cash flows or other disclosures in
the Company’s Original Filing.
As required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, new
certifications by our principal executive officer and principal financial officer are filed as
Exhibits 31.1 and 31.2 to this Amendment No. 1 to the Company’s Original Filing.
PART IV
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
| (b) | The following exhibits are filed as part of this Form 10-K/A: |
| Exhibit | ||||
| Number | Exhibit Description | |||
| +10.50 | Amended and Restated Sponsorship
Agreement between Global Cash
Access, Inc. and Bank of America,
N.A. effective October 1, 2010. |
|||
| +10.52 | Contract Cash Solutions Agreement,
dated November 12, 2010, between
Global Cash Access, Inc. and Wells
Fargo Bank, N.A. |
|||
| 31.1 | Certification of Scott Betts, Chief
Executive Officer of Global Cash
Access Holdings, Inc. dated April
11, 2011 in accordance with Rules
13a-14(a) and 15d-14(a) of the
Securities Exchange Act, as
amended, as adopted pursuant to
Section 302 of the Sarbanes-Oxley
Act of 2002. |
|||
| 31.2 | Certification of Mary E. Higgins,
Chief Financial Officer of Global
Cash Access Holdings, Inc. dated
April 11, 2011 in accordance with
Rules 13a-14(a) and 15d-14(a) of
the Securities Exchange Act, as
amended, as adopted pursuant to
Section 302 of the Sarbanes-Oxley
Act of 2002. |
|||
| + | Confidential treatment was requested with regard to certain portions of this document. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the
registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the
undersigned, thereunto duly authorized.
| GLOBAL CASH ACCESS HOLDINGS, INC. |
||||
| By: | /s/ Scott Betts | |||
| Scott Betts | ||||
| President and Chief Executive Officer (Principal Executive Officer) |
||||
Dated: April 11, 2011
EXHIBIT INDEX
| Exhibit | ||||
| Number | Exhibit Description | |||
| +10.50 | Amended and Restated Sponsorship
Agreement between Global Cash
Access, Inc. and Bank of America,
N.A. effective October 1, 2010. |
|||
| +10.52 | Contract Cash Solutions Agreement,
dated November 12, 2010, between
Global Cash Access, Inc. and Wells
Fargo Bank, N.A. |
|||
| 31.1 | Certification of Scott Betts, Chief
Executive Officer of Global Cash
Access Holdings, Inc. dated April
11, 2011 in accordance with Rules
13a-14(a) and 15d-14(a) of the
Securities Exchange Act, as
amended, as adopted pursuant to
Section 302 of the Sarbanes-Oxley
Act of 2002. |
|||
| 31.2 | Certification of Mary E. Higgins,
Chief Financial Officer of Global
Cash Access Holdings, Inc. dated
April 11, 2011 in accordance with
Rules 13a-14(a) and 15d-14(a) of
the Securities Exchange Act, as
amended, as adopted pursuant to
Section 302 of the Sarbanes-Oxley
Act of 2002. |
|||
| + | Confidential treatment was requested with regard to certain portions of this document. |