Amended Statement of Beneficial Ownership (sc 13d/a)
02 May 2019 - 11:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
Gaming Partners International Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
36467A107
(CUSIP Number)
Naoki Terasawa
Angel Holdings Godo Kaisha
8-1-5 Seikadai Seika-cho, Souraku-gun,
Kyoto, 619-0238
Japan
+81-774-98-6780
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
Copies to:
Christine M. Pallares, Esq.
Hogan Lovells US LLP
390 Madison Avenue
New York, NY 10017
(212) 918-3000
May 1, 2019
(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.
¨
Note:
Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See Rule 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 person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on 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).
CUSIP No. 36467A107
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
|
Angel Holdings Godo Kaisha
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)
¨
(b)
¨
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
¨
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Japan
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
See Item 5
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
See Item 5
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
See Item 5
|
|
|
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
¨
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
100% (See Item 5)
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
CO, HC
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. 36467A107
1
|
NAMES OF REPORTING PERSONS
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
Yasushi Shigeta
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)
¨
(b)
¨
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
¨
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Japan
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
See Item 5
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
See Item 5
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
See Item 5
|
|
|
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
¨
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
100% (See Item 5)
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
(Continued on following pages)
This Amendment No.
1 to Schedule 13D (this “Amendment”) relates to the Common Stock, par value $0.01 per share (the “Shares”)
issued by Gaming Partners International Corporation, a Nevada corporation (the “Issuer”) and amends the initial statement
on Schedule 13D filed on November 30, 2018 (the “Schedule 13D”). The irrevocable proxy granted to Angel Holdings Godo
Kaisha, a company organized under the laws of Japan (“Angel”, and, together with Mr. Yasushi Shigeta, the “Reporting
Persons”) for 4,068,226 Shares has been terminated in accordance with its terms. Accordingly, this Amendment is the Reporting
Person’s final amendment to Schedule 13D. Unless otherwise specified, capitalized terms used but not otherwise defined in
this Amendment shall have the meanings ascribed to them in the Schedule 13D.
|
Item 3.
|
Source and Amount of
Funds or Other Consideration.
|
Item 3 of the Schedule
13D is hereby amended and supplemented by adding the following:
The total consideration
paid by the Reporting Persons in connection with the merger described in Item 4 below was approximately $112.3 million, all of
which was provided from the Reporting Persons’ cash on hand.
|
Item 4.
|
Purpose of Transaction.
|
Item 4 of the Schedule
13D is hereby amended and supplemented by adding the following:
On May 1, 2019, the
parties to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 27, 2018, by and among
Angel, AGL Nevada Corporation, a Nevada corporation and a wholly-owned subsidiary of Angel (“Merger Sub”), and the
Issuer consummated the Merger and the other transactions contemplated by the Merger Agreement. As a result, pursuant to the terms
of the Voting Agreement, by and among the Angel, the Issuer, Holding Wilson, S.A. and Elisabeth Carretté, the irrevocable
proxy granted to Angel was terminated in accordance with its terms upon the effective time of the Merger (the “Effective
Time”).
As a result of the
effectiveness of the Merger and the transactions contemplated by the Merger Agreement, the Issuer is now a wholly-owned subsidiary
of Angel, a company wholly-owned by Mr. Yasushi Shigeta, an individual. At the Effective Time, the Shares that previously traded
under the ticker symbol “GPIC”, ceased trading on, and are being delisted from, the NASDAQ Stock Market. The registration
of the Shares under the federal securities laws will be terminated and the Issuer will no longer be required to file periodic reports
with the United States Securities and Exchange Commission.
|
Item 5.
|
Interest in Securities
of the Issuer.
|
Item 5 of the Schedule 13D is hereby
amended and restated in its entirety by the following:
(a) and (b) As a result
of the Merger and pursuant to the Merger Agreement, (i) the Reporting Persons acquired beneficial ownership of 100% of the outstanding
Shares and (ii) the Reporting Persons have shared power to vote and dispose of 100% of the Shares.
(c) Except for the
Merger Agreement, the Voting Agreement and the transactions contemplated by those agreements and described in this Amendment, neither
of the Reporting Persons has effected any transaction in the Common Stock during the past 60 days.
(d) To the Reporting
Persons’ knowledge, no other person has the right to receive or power to direct the receipt of dividends from, or proceeds
from the sale of, the shares of Common Stock described herein.
(e) Not applicable.
|
Item 6.
|
Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 6 of the Schedule 13D is hereby amended
and supplemented by adding the following:
As a result of the consummation of the Merger,
the Voting Agreement terminated in accordance with its terms on May 1, 2019, the Effective Time of the Merger.
Signature
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule 13D is true, complete
and correct.
Dated: May 2, 2019
|
Angel Holdings Godo Kaisha
|
|
|
|
|
|
|
|
By:
|
/s/ Naoki Terasawa
|
|
|
Name: Naoki Terasawa
|
|
|
Title: Authorized Person
|
|
YASUSHI SHIGETA
|
|
|
|
|
|
|
|
By:
|
/s/ Yasushi Shigeta
|
Gaming Partners International Corp. (NASDAQ:GPIC)
Historical Stock Chart
From May 2024 to Jun 2024
Gaming Partners International Corp. (NASDAQ:GPIC)
Historical Stock Chart
From Jun 2023 to Jun 2024