Additional Proxy Soliciting Materials (definitive) (defa14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 10, 2014

ENTERTAINMENT GAMING ASIA INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		001-32161		91-1696010
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

Unit C1, Ground Floor, Koon Wah Building

No. 2 Yuen Shun Circuit

Yuen Chau Kok, Shatin

New Territories, Hong Kong SAR

(Address of principal executive offices, including zip code)

+ 852-3147-6600

(Registrant’s telephone number, including area code)

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 obligations of the registrant under any of the following provisions.

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 8.01. Other Events

On December 10, 2014, Entertainment Gaming Asia Inc. issued an open letter to its shareholders from the president and chief executive officer.

A copy of the open letter to shareholders, dated December 10, 2014, is attached hereto as Exhibit 99.1.

Entertainment Gaming Asia Inc. (the “Company”) has filed with the Securities and Exchange Commission on November 10, 2014 a definitive proxy statement and other relevant documents in connection with its solicitation of shareholder approval of certain matters to be submitted to the shareholders of the Company at the annual meeting of shareholders to be held on December 12, 2014, at the Company’s offices in Hong Kong. Shareholders are advised to read the proxy statement regarding the matters to be submitted for shareholder approval because it contains important information. Shareholders may obtain a free copy of the proxy statement, and other documents filed by the Company at the Securities and Exchange Commission's web site at www.sec.gov. The proxy statement and such other documents may also be obtained from the Company by directing such request Entertainment Gaming Asia Inc., 40 E. Chicago Ave. #186 Chicago, Illinois 60611-2026, Attn: Traci Mangini; Email address: tracimangini@egt-group.com. The Company and its executive officers and directors may be deemed to be participants in the solicitation of proxies from shareholders of the Company with respect to the matters to be submitted for shareholder approval. A description of any interests that the Company’s directors and executive officers have in the matters to be submitted for shareholder approval is set forth in the proxy statement. Information regarding the Company’s officers and directors is included in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2014. These materials are available free of charge at the Securities and Exchange Commission's web site at http://www.sec.gov and from Entertainment Gaming Asia Inc.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Method Filing

The following exhibit is filed with this report:

Exhibit 99.1

Open letter to shareholders dated December 10, 2014

Filed Electronically herewith

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.

	ENTERTAINMENT GAMING ASIA INC.

Dated: December 10, 2014	/s/ Clarence Chung
	Clarence (Yuk Man) Chung
	Chief Executive Officer

Exhibit 99.1

Dear Fellow Shareholders:

As we are no longer bound by restrictions under the federal securities laws related to our recently completed rights offering, I am pleased to now have the opportunity to communicate more freely with our shareholders.

We have developed our business model with a goal to capitalize on the growth opportunities in our markets and help to ensure that multiple revenue sources fuel company growth. Our gaming operations include slot operations (participation) in Cambodia and the Philippines and the development and operation of gaming properties under our own Dreamworld brand in Indo-China. We presently have six venues with a total of approximately 1,600 machines in operation. Our gaming products division includes the design, manufacture and distribution of our Dolphin gaming chips and plaques to leading casinos in Asia and Australia.

In November, we successfully completed a rights offering. We sold 27,777,673 shares of our common stock, representing 100% of the shares available in the offering, for aggregate gross proceeds of approximately $15 million. Our largest shareholder, EGT Entertainment Holding Limited, a wholly-owned subsidiary of Melco International Development Limited, led the deal and increased its ownership from approximately 38% to 65%.

As a result of the offering, we have increased our cash balance to approximately $20 million and have become an indirect majority-owned subsidiary of a respected leader in Asian gaming. I believe that this improved financial flexibility and deepened credibility in our markets better position us to pursue our growth strategy in the dynamic, frontier gaming markets of Southeast Asia.

I believe that our gaming operations have provided us with valuable experience and a solid presence in our markets. As with new business models, we have faced challenges in expanding our gaming operations. Further, market conditions also have changed becoming more competitive; however, in my view, this only demonstrates the potential that we have long seen in our markets. As a result of these factors, we have evolved and refined our business strategy to focus on the highest-potential opportunities.

We intend to selectively pursue gaming projects for both slot participation and casino and gaming club development. For slot participation, we intend to pursue additional opportunities in certain markets in Indo-China and place our machines in prime locations on the gaming floors of major casinos and/or hotels in our target markets. For casino development, we intend to pursue projects in Indo-China and other growing gaming markets in Asia that will enable us to expand our market presence and increase brand equity in our Dreamworld name. We will endeavor to pursue projects that are relatively larger in size and investment than our previous Dreamworld projects and in more established markets with higher levels of existing natural player traffic.

We will also continue to work on improving the potential for our gaming products division. With efforts in place to enhance production efficiencies, strong relationships and the potential to expand our gaming product offerings, we believe we have all the right and necessary elements to capitalize on the substantial development of major casino resorts in our target markets over the next several years.

We enter 2015 with a revitalized balance sheet and a clear operating path forward. We are committed to returning to positive earnings and expanding our business operations. We are focused on continuing to grow our existing gaming operations and finding new and exciting projects that will serve to enhance our presence and build deeper brand equity in the Dreamworld name in our markets. I believe that with our existing foothold in our growing markets, our improved financial flexibility and a highly-regarded indirect majority owner, we are better positioned for leadership in the years ahead. In addition, we are encouraged about the opportunities for our gaming products division, which has the potential to become a meaningful contributor to earnings and significantly expand our presence in this space.

We could not be successful without the dedication and commitment of our employees, the guidance of our board of directors and the support of our largest shareholder. I am proud to be part of a team that embraces the opportunities and challenges associated with operating in frontier markets and always strives to be better. Additionally, I am proud of our efforts to be a responsible citizen and to have a positive impact on the local communities in which we operate.

I would like to thank you, our shareholders, for your continued support and the trust you have placed in us. We will continue to invest in our business operations and pursue growth opportunities responsibly in order to build sustainable long-term growth and shareholder value. We are steadfast in our commitment to making Entertainment Gaming Asia a leading gaming company in the frontier gaming markets of Asia.

Sincerely,