(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
On April 1, 2014, William A. Zender was appointed to serve as a member of our
Board of Directors (the "Board"), effective May 1, 2014. Mr. Zender, age 59, has
extensive experience in the gaming industry, with more than 35 years of gaming
operations and consulting experience. Mr. Zender was awarded the "Lifetime
Achievement Award" at the 2014 World Game Protection Conference for his
invaluable contributions and generous dedication to the casino industry.
A graduate of the University of Nevada at Las Vegas, Mr. Zender earned a
Bachelor's Degree in Hotel Administration in 1976 and a Masters Degree in
Business from the University of Phoenix in 2004. For the period of 1979 to 1981,
Mr. Zender became an Enforcement Agent with the Nevada Gaming Control Board. In
1982, Mr. Zender performed various consulting services and continued such
consulting through various times during his career. In 1988, Mr. Zender became
the Asian Games Manager at the famous Desert Inn Casino in Las Vegas until 1989
when he became the Casino Manager for the Maxim Hotel and Casino, also in Las
Vegas. In 1991, Mr Zender was the Games Manager at Artichoke Joe's Casino in San
Mr. Zender returned to Las Vegas in 1992 and until 1997, was the Vice President
and Owner of the Aladdin Hotel and Casino. In 1998, Mr. Zender managed the
Ladbrokes Casino in San Pablo. In 2005, Mr. Zender became Consultant and Owner
of Last Resort Consulting until 2007 at which time he began performing
consulting services full time through Bill Zender and Associates, LLC.
His credentials include authoring seven books on gambling and gaming management
and is currently a monthly contributor to Casino Enterprise Management Magazine.
In connection with his appointment to the Board, Mr. Zender was granted an award
of 75,000 shares of our common stock. These shares will be issued and vested
immediately upon the effectiveness of his appointment on May 1, 2014. We will
also provide additional compensation to Mr. Zender, subject to continued service
on the Board. We will provide annual cash compensation of $30,000 to be paid in
quarterly installments on the last day of each quarter. Mr. Zender will also
receive meeting fees for attending all official Board meetings in excess of four
(4) in-person meetings and eight (8) telephonic meetings per year of $1,000 per
in-person and $250 for telephonic meetings. Furthermore, Mr. Zender will receive
options to purchase 25,000 shares of common stock, granted quarterly and vested
immediately, with a strike price equal to the closing price on last day of
previous quarter. The exercise life of the options shall be five (5) years from
date of grant or ninety (90) days from date of separation, whichever is less.
Except as set forth above, our newly-appointed officer and director has not had
any material direct or indirect interest in any of our transactions or proposed
transactions over the last two years.
Additionally, on April 1, 2014, the Company issued a press release regarding Mr.
Zender's appointment, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference. A copy of the Board of Directors Service
Agreement the Company has executed with Mr. Zender is attached hereto as Exhibit
10.1 and is incorporated herein by reference.
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.
10.1 Board of Directors Service Agreement with Williams A. Zender executed
March 28, 2014
99.1 Press release dated April 1, 2014