- Current report filing (8-K)
October 28 2008 - 8:01AM
Edgar (US Regulatory)
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):
October 28, 2008
Gaming Partners International
Corporation
(Exact name of registrant as specified in its charter)
Nevada
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000-23588
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88-0310433
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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1700 South Industrial Road, Las Vegas, Nevada
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89102
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(702) 384-2425
Not applicable
(Former name or former address, if changed since last report.)
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 (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))
SEC873(6-04)
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Potential persons who are to respond to the
collection of information contained in this form are not required to respond
unless the form displays a currently valid OMB control number.
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Item 5.02.
Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(c)
On
October 28, 2008, Gaming Partners International Corporation (the Company)
announced the appointment of Gregory Gronau as its Executive Vice President and
Chief Operating Officer effective today.
Mr. Gronau will supervise the day-to-day operations of the Companys
North American operations conducted through its subsidiaries, GPI USA and GPI
Mexicana. The appointment of Mr. Gronau
is part of a succession plan necessitated by the planned retirement of the
Companys President and Chief Executive Officer, Gerard Charlier, in September 2009. While it is the current intention of the
Board of Directors to appoint Mr. Gronau to the positions of President and
Chief Executive Officer upon the retirement of Mr. Charlier, no assurance
can be given that Mr. Gronau will be appointed to such positions.
The
term of Mr. Gronaus employment agreement with the Company is for three
years commencing on October 28, 2008, and will be automatically extend for
successive one-year periods, unless either the Company or Mr. Gronau gives
notice that it shall not be so extended.
Under the terms of the employment agreement, in connection with his appointment
as Executive Vice President and Chief Operating Officer, Mr. Gronau is
entitled to:
·
an
annual salary of $250,000;
·
a
bonus up to 25% of his annual salary as determined by the Board of Directors in
its sole discretion based on Mr. Gronaus achieving annual objectives
specified by the Board of Directors after consultation with Mr. Gronau. For the year ending December 31, 2008, Mr. Gronau
will be guaranteed a bonus equal to 25% of the salary paid to him during that
year and Mr. Gronau has agreed to use such amount (net of withholding
taxes) to purchase shares of the Companys common stock;
·
a
stock option to purchase 150,000 shares of the Companys common stock at an
exercise price equal to the last sale price of the Companys common stock on
the NASDAQ Stock Market on the date of grant, subject to approval by the
Companys stockholders of the option or of a new stock option plan to which the
stock option would be subject. The stock
option shall vest over a five-year period;
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an
automobile allowance of $600 per month to cover acquisition cost, insurance and
maintenance; and
·
participate
in all medical, retirement, pension or other benefit plans or arrangements made
available by the Company to its employees.
If
and when Mr. Gronau is appointed President and Chief Executive Officer, Mr. Gronau
would then be entitled to:
·
an
increase in annual salary to $300,000;
·
commencing
in the year ending December 31, 2010, a bonus up to 50% of his annual
salary as determined by the Board of Directors in its sole discretion based on Mr. Gronaus
achieving annual objectives specified by the Board of Directors after
consultation with Mr. Gronau;
2
If
during the initial three-year term of his employment agreement, Mr. Gronaus
employment with the Company is terminated by the Company other than for Cause
or Incapacity (each as defined therein), Mr. Gronau will be entitled to
severance pay equal to (i) six months of his annual salary if Mr. Gronau
is then serving as Executive Vice President and Chief Operating Officer, or (ii) twelve
months if Mr. Gronau is then serving as President and Chief Executive
Officer.
The
above disclosure is subject in its entirety to the full text of the employment
agreement which is filed as Exhibit 99.1 to this filing.
From
2006 to March 2008, Mr. Gronau, age 49, served as President and Chief
Executive Officer of Cadillac Jack (Duluth, Georgia), a supplier of innovative
games and systems to the gaming industry.
From 2002 to 2006, he served as Vice President of Operations of Shuffle
Master, Inc. (Las Vegas, Nevada), a publicly-traded supplier of automatic
card shufflers and proprietary table games.
At Shuffle Master, Mr. Gronau oversaw software and hardware
research for two product lines and directed manufacturing operations for all
products. Between 1996 and 2002, Mr. Gregory
served as Director of Operations and Business Planning and then as Vice
President of Distribution Services of WMS Industries, Inc. (Chicago,
Illinois), a publicly-traded manufacturer of lottery terminals and slot
machines.
Mr. Gronau
has no family relationships with any director or other executive officer of the
Company.
On
October 28, 2008, we issued a press release with respect to the foregoing
which is filed as Exhibit 99.2 to this filing.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
Number
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Description
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99.1
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Employment Agreement, dated as of October 28, 2008,
between Gaming Partners International Corporation and Gregory Gronau
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99.2
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Press release dated October 28, 2008
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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.
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GAMING PARTNERS INTERNATIONAL
CORPORATION
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(Registrant)
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Date: October 28,
2008
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By:
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/s/ David Grimes
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David Grimes
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Its:
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Chief Financial Officer
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4
EXHIBIT INDEX
Exhibit No.
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Description
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Exhibit 99.1
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Employment Agreement,
dated as of October 28, 2008, between Gaming Partners International
Corporation and Gregory Gronau
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Exhibit 99.2
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Press release dated
October 28, 2008
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5
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