- Amended Statement of Beneficial Ownership (SC 13D/A)
January 13 2009 - 6:01AM
Edgar (US Regulatory)
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. 8)*
Gaming Partners
International Corporation
|
(Name of Issuer)
|
|
|
Common Stock, $0.01 par value
|
(Title of Class of
Securities)
|
|
|
|
36467A107
|
|
|
(CUSIP Number)
|
|
|
|
Eric P. Endy, 2037 Cherry Creek Circle, Las Vegas, Nevada 89148
|
(Name, Address
and Telephone Number of Person Authorized to
Receive Notices and Communications)
|
|
|
October 10, 2008
|
(Date of Event
Which Requires Filing of this Statement)
|
|
If
the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box.
o
|
|
Note:
Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
|
|
*The
remainder of this cover page shall be filled out for a reporting persons
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
|
|
The
information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
|
Page 1 of 7 pages
|
|
|
1.
|
|
Names of Reporting
Persons.
I.R.S. Identification
Nos. of above persons (entities only).
|
|
|
|
|
|
Eric
P. Endy
|
|
|
|
|
|
|
2.
|
|
Check the Appropriate
Box if a Member of a Group
(See Instructions)
|
|
|
|
|
|
(a)
|
X
|
|
|
|
|
|
(b)
|
|
|
|
|
|
|
|
|
3.
|
|
SEC Use Only
|
|
|
|
|
|
|
|
4.
|
|
Source of Funds (See
Instructions)
|
PF WC
|
|
|
|
|
|
|
5.
|
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
|
|
|
|
|
|
|
6.
|
|
Citizenship or Place of
Organization
|
Nevada
|
|
|
|
|
|
|
Number of Shares
Beneficially by
Owned by Each
Reporting Person
With:
|
|
7. Sole
Voting Power
|
274,282
|
|
|
|
|
|
8. Shared
Voting Power
|
0
|
|
|
|
|
|
9. Sole
Dispositive Power
|
274,282
1
|
|
|
|
|
|
10. Shared
Dispositive Power
|
0
|
|
|
11.
|
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
|
4,350,508
2
|
|
|
|
|
|
|
12.
|
|
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
|
|
|
|
|
|
|
|
13.
|
|
Percent of
Class Represented by Amount in Row (11)
|
53.6%
|
|
|
|
|
|
|
14.
|
|
Type of Reporting
Person (See Instructions)
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
The shares beneficially owned by Mr. Endy
are subject to a right of first refusal which has been granted to Elisabeth
Carretté and affiliated entities.
2
Includes 4,076,226 shares beneficially owned by Mrs. Carretté
and affiliated entities. See Item 5
below for a detailed description of the amount and nature of shares
beneficially owned by Mr. Endy.
Page 2 of 7 pages
This
Amendment No. 8 to Schedule 13D amends the Schedule 13D originally filed
by Eric P. Endy with the Securities and Exchange Commission, as subsequently
amended, for the purpose of updating the relevant information as of the date
hereof or for such other dates as may be expressly provided herein. Mr. Endy is the sole trustee and
beneficiary of The Paul S. Endy, Jr. Living Trust, or the Endy Trust, and
has included in this Schedule 13D all of the shares of Gaming Partners
International Corporation (GPIC) common stock held by the Endy Trust in the
total amount of shares beneficially owned by him. As such, Mr. Endy has not named the Endy
Trust as a separate reporting person in this Schedule 13D. The existence of a group between Mr. Endy
and Elisabeth Carretté was previously reported on this Schedule 13D. Pursuant to Rule 13d-1(k)(2), each of Mr. Endy
and Mrs. Carretté are filing individually, and the information herein
concerning Mrs. Carretté reflects Mr. Endys knowledge of such
information.
This
Amendment reports, among other things, the open market purchases by Mrs. Carretté
indirectly through Holding Wilson, S.A. pursuant to a Rule 1065-1 trading
plan adopted by Holding Wilson, S.A. on September 1, 2008.
ITEM
3.
SOURCE AND AMOUNT OF
FUNDS OR OTHER CONSIDERATION
Item 3
is hereby amended by adding the following at the end of such item:
From
the period of the filing of the previous amendment to Schedule 13D, Mr. Endy
has not directly acquired any shares of GPIC common stock. However, Mr. Endy was granted an option by
GPIC on December 22, 2007, to purchase 2,000 shares of GPIC common stock
at $6.49 per share, which option is currently fully vested and exercisable and
on December 22, 2008, to purchase 2,000 shares of GPIC common stock, which
option is fully-vested but not exercisable until six months and one day after
the date of grant. In addition, from October 6,
2008 through October 10, 2008, Mrs. Carretté purchased through
Holding Wilson, S.A. 74,908 shares of GPIC common stock as reported in Item 3
of Mrs. Carrettés Amendment No. 2 to Schedule 13D, dated October 10,
7008 (Carretté Amendment No. 2) as a result of open market purchases by
Holding Wilson, S.A. for investment pursuant to a 10b5-1 trading plan adopted
by Holding Wilson, S.A. on September 1, 2008. In addition, as reported in Item 3 of the
Carretté Amendment No. 2, Mrs. Carretté, directly and indirectly,
acquired a total of 76,972 shares of GPIC common stock by exercising various
stock options and anti-dilution warrants.
The source and amount of funds in connection with the foregoing
purchases is described in Item 3 of the Carretté Amendment No. 2 which is
incorporated herein by reference.
ITEM
4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by adding the following at the end of such item:
As
reported in Item 4 to the Carretté Amendment No. 2: From October 6, 2008 through October 10,
2008, Mrs. Carretté purchased through Holding Wilson, S.A. 74,908 shares
of GPIC common stock as a result of open market purchases by Holding Wilson,
S.A. for investment pursuant to a 10b5-1 trading plan adopted by Holding
Wilson, S.A. on September 1, 2008.
Holding Wilson, S.A. is an entity owned and controlled by Mrs. Carretté. Under the 10b5-1 plan, a broker-dealer is
authorized to purchase on the open market up to 500,000 shares of GPICs common
stock at prevailing market prices and subject to maximum price thresholds
specified in the plan. Purchases under
the 10b5-1 plan may take place periodically between October 6, 2008 and no
later than June 30, 2009, subject to earlier termination.
Page 3 of 7 pages
ITEM
5. INTEREST IN SECURITIES OF THE ISSUER
Item 5
is hereby amended and restated in its entirety as follows:
(a)(b)
|
|
Eric P. Endy
(excluding
Elisabeth
Carrett
é
shares)
3
|
|
Elisabeth
Carrett
é
(excluding
Endy P. Endy
shares)
4
|
|
Eric P. Endy
and Elisabeth
Carrett
é
shares
as a Group
|
|
|
|
|
|
|
|
|
|
Amount beneficially
owned:
|
|
274,282
|
|
4,076,226
|
|
4,350,508
|
|
|
|
|
|
|
|
|
|
Percent of class
5
:
|
|
3.4%
|
|
50.2%
|
|
53.6%
|
|
|
|
|
|
|
|
|
|
Number of shares as to
which the person has:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sole
power to vote or to direct the vote:
|
|
274,282
|
|
4,076,226
|
|
4,350,508
|
|
|
|
|
|
|
|
|
|
Shared
power to vote or to direct the vote:
|
|
0
|
|
0
|
|
0
|
|
|
|
|
|
|
|
|
|
Sole
power to dispose or to direct the disposition of:
|
|
274,282
|
|
4,076,226
|
|
4,350,508
|
|
Shared
power to dispose or to direct the disposition of:
|
|
0
|
|
0
|
|
0
|
|
GPIC
(formerly known as Paul-Son Gaming Corporation) entered into an agreement and
plan of exchange and stock purchase dated as of April 11, 2002 and amended
as of May 13, 2002 (the
3
Mr. Endy beneficially owns his
shares of GPIC common stock as follows:
The Endy Trust
|
|
235,924
|
Eric P. Endy
|
|
12,358
|
Nevin Chao Endy
Irrevocable Trust
|
|
6,000
|
Daren Chang Endy
Irrevocable Trust
|
|
6,000
|
Celine Endy Irrevocable
Trust
|
|
6,000
|
Hsiao Chin Endy (Spouse)
|
|
6,000
|
Currently exercisable
stock options
|
|
2,000
|
|
|
274,282
|
On December 22,
2007, Mr. Endy was granted an option under GPICs 1994 Directors Stock
Option Plan (DSOP) to purchase 2,000 shares of GPIC common stock at $6.49 per
share. The option is fully-vested and
exercisable. On December 22, 2008, Mr. Endy
was granted an option under the DSOP to purchase 2,000 shares of GPIC common
stock at $5.80 per share. The option is
fully vested but not exercisable until six months and one day after the date of
grant. Accordingly, the 2008 option is
not included in the number of shares beneficially owned by Mr. Endy.
4
To the knowledge of Mr. Endy
based upon public filings made by Mrs. Carretté and other information
available to him, Mrs. Carretté beneficially owns her shares of GPIC
common stock as follows:
Holding Wilson, S.A.
|
|
4,048,124
|
Estate of Francois
Carretté
|
|
19,750
|
Elisabeth Caretté
|
|
352
|
Currently exercisable
stock options
|
|
8000
|
|
|
4,076,226
|
On January 27, 2005, Mrs. Caretté
was granted an option under the DSOP to purchase 6,000 shares of GPIC at $12.81
per share. The option is fully-vested
and exercisable. On January 27,
2008, Mrs. Carretté was granted an option under the DSOP to purchase 2,000
shares of GPIC at $7.52 per share. The
option is fully-vested and exercisable.
5
The percentages reflect the
percentage share ownership based on a total of 8,103,401 shares of GPIC common
stock outstanding as of September 30, 2008.
Page 4 of 7 pages
Construction
Agreement) with Gaming Partners International SAS
(formerly known as
Etablissements Bourgogne et Grasset), or GPI-SAS
. GPIC and
GPI-SAS completed the transactions contemplated under the Combination Agreement
on September 12, 2002. As a part of
the combination transaction, Mr. Endy, the Endy Trust (including the other
Endy family trusts) and Mrs. Carretté and the other former GPI-SAS
stockholders entered into a stock purchase agreement dated April 11, 2002
(the Stock Purchase Agreement).
Pursuant to the Stock Purchase Agreement, Mr. Endy and the Endy
Trust (including the other Endy family trusts) agreed to vote all shares of
GPIC common stock which they were entitled to vote in the manner directed by
Holding Wilson, S.A. (GPI-SASs then controlling stockholder) at any and all
meetings of the stockholders of GPIC with respect to the election and removal
of directors for a period of five years after the date of the closing of the
combination. Holding Wilson S.A. and
Francois Carretté (or his successor), the controlling stockholder of Holding
Wilson S.A., each agreed to vote all shares of GPIC common stock which they are
entitled to vote in favor of the election of Eric P. Endy as director (or if Mr. Endy
is unable to serve, a replacement designated by the Endy Trust) for a period of
five years after the closing of the combination. The five year term of these voting
obligations expired on April 11, 2007.
The Stock Purchase Agreement also provides the former stockholders of
GPI-SAS with a right of first refusal to purchase any shares which Mr. Endy
or the Endy Trust desire to sell. Mr. Carretté
died on December 24, 2004, and was survived by his spouse, Elisabeth
Carretté. As a result of the
relationship described above with respect to the transactions under the Stock
Purchase Agreement, Mr. Endy acknowledges the existence of a group
consisting of himself and Mrs. Carretté within the meaning of Section 13(d)(3) of
the Act. In order for a group to exist
for Nasdaq purposes, the stockholders must have publicly filed a Schedule 13D
or other notice reporting that they are acting as a group. Under Rule 13d-5(b)(1), a group is
deemed to exist when two or more persons agree to act together for the purpose
of acquiring, holding, voting or disposing of equity securities of an
issuer. As the first right of refusal
relates to the acquisition of GPICs equity securities, and based on reported
cases and SEC interpretations with respect to Section 13(d), Mr. Endy
and Mrs. Carretté concluded that a group does exist between them. Although Mr. Endy acknowledges the
existence of a group between him and Mrs. Carretté within the meaning of Section 13(d)(3) of
the Act, Mr. Endy express disclaims beneficial ownership of the shares
beneficially owned by Mrs. Carretté and Holding Wilson, S.A. as he has no
pecuniary interest in such shares.
On December 22,
2007, Mr. Endy was granted an option by GPIC to purchase 2,000 shares of
GPICs common stock. The exercise price
of his option is $6.49 per share. The
option is fully vested and exercisable.
On December 22, 2008, Mr. Endy was granted an option under the
DSOP to purchase 2,000 shares of GPIC common stock at $5.80 per share. The option is fully-vested but not
exercisable until six months and one day after the date of grant. Accordingly, the 2008 option is not included
in the number of shares beneficially owned by Mr. Endy.
The
percentages reflect the percentage share ownership with respect to 8,103,401
shares of GPIC common stock outstanding as of September 30, 2008.
(c) During the past 60 days, Mr. Endy
has not effected any transactions in GPIC common stock. As reported in Item 5(c) of the Carretté
Amendment No. 2, during the past 60 days, Mrs. Carretté effected the
following transactions in GPIC common stock:
Person
|
|
Date
|
|
No. of
Shares*
|
|
Price
Per
Share*
|
|
Where &
How Effected
|
Holding Wilson, S.A.
|
|
10/06/2008
|
|
15,857
|
|
$4.00
|
|
Purchases in
NASDAQ market
transactions
|
Holding Wilson, S.A.
|
|
10/07/2008
|
|
15,857
|
|
$3.94
|
|
Purchases in NASDAQ
market
transactions
|
Holding Wilson, S.A.
|
|
10/08/2008
|
|
15,857
|
|
$3.91
|
|
Purchases in
NASDAQ market
transactions
|
Page 5 of 7 pages
Person
|
|
Date
|
|
No. of
Shares*
|
|
Price
Per
Share*
|
|
Where &
How Effected
|
Holding Wilson, S.A.
|
|
10/09/2008
|
|
12,937
|
|
$3.98
|
|
Purchases in
NASDAQ market
transactions
|
Holding Wilson, S.A.
|
|
10/10/2008
|
|
14,400
|
|
$3.92
|
|
Purchases in
NASDAQ market
transactions
|
*Shares of GPIC
common stock were purchased over the day and the aggregate amount and average
price are indicated. Excludes brokerage
commissions.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
Item 6
is amended as follows:
Item 4
of this Amendment No. 8 to Schedule 13D is incorporated herein by
reference. The foregoing description
does not purport to be complete and is qualified in its entirety by reference
to the 10b5-1 trading plan which is filed as an exhibit hereto.
ITEM 7. MATERIAL TO BE FILED AS
EXHIBITS
2.1 Agreement and Plan of Exchange and Stock
Purchase, dated as of April 11, 2002, and amended as of May 13, 2002,
between GPIC and GPI-SAS (incorporated by reference to Annex A to GPICs
Definitive Proxy Statement on Schedule 14A (File No. 0-23588) filed on August 9,
2002).
2.2 Stock Purchase Agreement, dated as of April 11,
2002, among Eric P. Endy, The Paul S. Endy Jr. Living Trust, GPI-SAS
stockholders (incorporated by reference to Annex D to Paul-Sons Definitive
Proxy Statement on Schedule 14A (File No. 0-23588) filed on August 9,
2002).
99.1 10b5-1 Trading Plan (entered into by
Holding Wilson, S.A. on September 1, 2007), is incorporated herein by
reference to Exhibit 1.1 of the Carretté Amendment No. 2.
Page 6 of 7 pages
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated:
|
January 8, 2009
|
|
|
|
/s/ Eric P. Endy
|
|
|
Eric P. Endy, an
individual
|
|
|
|
|
|
|
|
|
The Paul S.
Endy, Jr. Living Trust
|
|
|
|
|
|
|
|
|
By:
|
/s/ Eric P. Endy
|
|
|
|
Eric P.
Endy, Trustee
|
ATTENTION
Intentional misstatements or omissions of fact
constitute Federal criminal violations
(See 18 U.S.C. 1001)
|
Page 7 of 7 pages
Gaming Partners International Corp. (NASDAQ:GPIC)
Historical Stock Chart
From Jun 2024 to Jul 2024
Gaming Partners International Corp. (NASDAQ:GPIC)
Historical Stock Chart
From Jul 2023 to Jul 2024