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)
July 16, 2009
GAMETECH INTERNATIONAL,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
(
State of
incorporation
)
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000-23401
(
Commission File
Number
)
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33-0612983
(
IRS Employer Identification
No.)
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8850
Double Diamond Pkwy. Reno,
Nevada
(Address of principal
executive offices)
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89521
(Zip
Code)
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(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 (see General Instruction A.2. below):
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
3.03
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Material
Modification to Rights of Security
Holders
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Item
9.01
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Financial
Statements and Exhibits
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SIGNATURES
Item
1.01 Entry
into a Material Definitive Agreement.
On July
16, 2009, we entered into Amendment No. 1 to the Rights Agreement dated March 7,
2003 (the “Rights Agreement”), with Mellon Investor Services LLC, as rights
agent (“Amendment No. 1”). Amendment No. 1 amends the definition of
“Acquiring Person” to increase from 15% to 26.5% the minimum beneficial
ownership interest in the Company’s outstanding common stock that would cause
our current Chairman of the Board (as a “Grandfathered Person”) to become an
Acquiring Person. Thus, Amendment No. 1 permits our Chairman of the
Board to acquire up to 26.5% of our common stock before triggering the dilutive
effect of the rights under the Rights Agreement. No other changes
were made to the Rights Agreement.
For
further information, please refer to the text of Amendment No. 1, which is filed
as Exhibit 4.1 to this Current Report on Form 8-K and incorporated by reference
herein.
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Item
3.03
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Material
Modification to Rights of Security
Holders.
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The
information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated into this Item 3.03 by reference.
Item
9.01 Financial
Statements and Exhibits
Exhibits
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Exhibit
No.
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Description
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4.1
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Amendment
No. 1 to Rights Agreement between GameTech International, Inc. and Mellon
Investor Services LLC, as Rights Agent, dated July 16,
2009.
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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.
GAMETECH
INTERNATIONAL, INC.
By:
/s/ Jay
Meilstrup
Name: Jay
M. Meilstrup
Title:
Chief Executive Officer
Dated: July
20, 2009