UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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Nevada Gold & Casinos, Inc.
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(Name of Registrant as Specified In Its Charter)
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NEVADA GOLD & CASINOS, INC.
3040 POST OAK BLVD., SUITE 675
HOUSTON, TEXAS 77056
August 28, 2002
To Our Shareholders:
You are cordially invited to attend the 2002 Annual Meeting of
Shareholders of Nevada Gold & Casinos, Inc., which will be held on Monday,
October 7, 2002, beginning at 3:30 p.m., Central Time, at the Inter-Continental
Hotel, 2222 West Loop South, Houston, Texas, 77027.
Information about the Annual Meeting, including matters on which
shareholders will act, may be found in the notice of annual meeting and proxy
statement accompanying this letter. We look forward to greeting in person as
many of our shareholders as possible.
It is important that your shares be represented and voted at the
meeting. Whether or not you plan to attend the Annual Meeting, please complete,
sign, date, and promptly return the accompanying proxy in the enclosed envelope.
Returning the proxy does NOT deprive you of your right to attend the Annual
Meeting. If you decide to attend the Annual Meeting and wish to change your
proxy vote, you may do so automatically by voting in person at the meeting.
Sincerely yours,
H. Thomas Winn
PRESIDENT AND CEO
NEVADA GOLD & CASINOS, INC.
3040 POST OAK BLVD., SUITE 675
HOUSTON, TEXAS 77056
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 7, 2002
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The Annual Meeting of Shareholders of Nevada Gold & Casinos, Inc., will
be held at the Inter-Continental Hotel, 2222 West Loop South, Houston, Texas,
77027, on Monday, October 7, 2002, at 3:30 p.m., Central Time, for the following
purposes:
1. Election of Directors. To elect two directors to the Board of
Directors to serve until their successors are duly elected and
qualified.
2. Amendment to Articles of Incorporation. To approve an
amendment to our Articles of Incorporation that is required by
the State of Colorado Limited Gaming Act.
3. Amendment of Stock Option Plan. To approve an amendment to our
1999 Stock Option Plan to increase the number of shares of
common stock reserved for issuance from 1,200,000 to 2,500,000
shares.
4. Ratification of Auditors. To ratify the selection of Pannell
Kerr Forster of Texas, P.C., as our independent accountants
for the fiscal year ending March 31, 2003.
5. To transact any other business that may properly come before
the meeting.
Shareholders of record at the close of business on August 15, 2002,
will be entitled to notice of, and to vote at, this meeting.
By Order of the Board of Directors,
Christopher C. Domijan
SECRETARY AND CFO
Dated: August 28, 2002
PLEASE DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT AT YOUR EARLIEST
CONVENIENCE IN THE ENCLOSED ENVELOPE SO THAT YOUR SHARES WILL BE VOTED IF YOU
ARE NOT ABLE TO ATTEND THE ANNUAL MEETING.
NEVADA GOLD & CASINOS, INC.
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PROXY STATEMENT
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ANNUAL MEETING OF SHAREHOLDERS
The Board of Directors of Nevada Gold & Casinos, Inc., a Nevada
corporation, prepared this proxy statement for the purpose of soliciting proxies
for our Annual Meeting of Shareholders. Our Annual Meeting will be held at the
Inter-Continental Hotel, 2222 West Loop South, Houston, Texas, 77027, at 3:30
p.m., Central Time, on Monday, October 7, 2002, unless adjourned or postponed.
The Board is making this solicitation by mail, and the company will pay all
costs associated with this solicitation. This proxy statement and accompanying
notice of annual meeting and proxy are first being mailed to shareholders on or
about August 28, 2002. When you see the terms "we" or "our" it refers to Nevada
Gold & Casinos, Inc.
VOTING RIGHTS AND SOLICITATION OF PROXIES
Our common stock is the only type of security entitled to vote at the
Annual Meeting. On August 15, 2002, the record date for determination of
stockholders entitled to vote at the Annual Meeting, there were 10,864,045
shares of common stock outstanding. Each stockholder of record on August 15,
2002 is entitled to one vote for each share of common stock held by such
stockholder on August 15, 2002. Shares of common stock may not be voted
cumulatively. All votes will be tabulated by the inspector of election appointed
for the meeting. Abstentions and broker non-votes will be treated as shares
which are present for purposes of determining the existence of a quorum, but
which are not present for purposes of determining whether a proposal has been
approved. The term "broker non-vote" refers to shares held by a broker in street
name which are present by proxy, but which are not voted on a matter pursuant to
rules prohibiting brokers from voting on non-routine matters without
instructions from the beneficial owner of the shares. In the event a broker
votes on a routine matter, such vote will count as both present and voted for
the purposes of determining whether a proposal has been approved.
Quorum Required
Our Bylaws provide that the holders of a majority of our common stock
issued and outstanding and entitled to vote and that are present in person or
represented by proxy, shall constitute a quorum for the transaction of business
at the Annual Meeting. Abstentions and broker non-votes will be counted as
present for the purpose of determining the presence of a quorum.
Votes Required
PROPOSAL 1. Directors are elected by a plurality of the affirmative
votes cast by those shares present in person, or represented by proxy, and
entitled to vote at the Annual Meeting. This means the two nominees for director
receiving the highest number of affirmative votes will be elected. Abstentions
and broker non-votes will not be counted toward a nominee's total. Stockholders
may not cumulate votes in the election of directors.
PROPOSAL 2. Approval of the amendment to our Articles of Incorporation
requires the affirmative vote of holders of a majority of the shares of common
stock issued and outstanding and entitled to vote at the Annual Meeting.
Abstentions and broker non-votes are not affirmative votes and, therefore, will
have the same effect as votes against the proposal.
PROPOSAL 3. Approval of the amendment to our 1999 Stock Option Plan
requires the affirmative vote of a majority of those shares present in person,
or represented by proxy, and cast either affirmatively or negatively at the
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Annual Meeting. Abstentions and broker non-votes will not be counted as having
been voted on the proposal and will have no effect on the proposal.
PROPOSAL 4. Ratification of the appointment of Pannell Kerr Forster of
Texas, P.C. as our independent accountants for the fiscal year ending March 31,
2003 requires the affirmative vote of a majority of those shares present in
person, or represented by proxy, and cast either affirmatively or negatively at
the Annual Meeting. Abstentions and broker non-votes will not be counted as
having been voted on the proposal and will have no effect on the proposal.
Proxies
Whether or not you are able to attend the Annual Meeting, you are urged
to complete and return the enclosed proxy, which will be voted as you direct on
your proxy when properly completed. In the event no directions are specified,
such proxies will be voted FOR the nominees for election to the Board of
Directors (as set forth in Proposal No. 1), FOR Proposal Nos. 2, 3, and 4 and in
the discretion of the proxy holders as to other matters that may properly come
before the Annual Meeting. You may also revoke or change your proxy at any time
before the Annual Meeting. To do this, send a written notice of revocation or
another signed proxy with a later date to the Secretary of the company at our
principal executive offices before the beginning of the Annual Meeting. You may
also automatically revoke your proxy by attending the Annual Meeting and voting
in person. All shares represented by a valid proxy received prior to the Annual
Meeting will be voted.
Solicitation of Proxies
We will bear the entire cost of solicitation, including the
preparation, assembly, printing, and mailing of this proxy statement, the proxy,
and any additional soliciting material furnished to shareholders. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries, and
custodians holding shares in their names that are beneficially owned by others
so that they may forward this solicitation material to such beneficial owners.
In addition, we may reimburse these persons for their costs of forwarding the
solicitation material to the beneficial owners. The original solicitation of
proxies by mail may be supplemented by solicitation, by telephone, or by other
means by directors, officers, employees, or agents of the company. No additional
compensation will be paid to these individuals for any such services.
PROPOSAL 1 - ELECTION OF DIRECTORS
Our Articles of Incorporation provide for a classified board of
directors, with the terms of office of each class of directors ending in
successive years. We currently have authorized five directors, with two classes
of directors consisting of two directors and one class of directors consisting
of one director. At our 2002 Annual Meeting, Messrs. H. Thomas Winn and William
G. Jayroe are to be elected. Mr. Winn is a Class I director, and as such, his
term will expire at the 2005 Annual Meeting of Shareholders. Mr. Jayroe has been
designated as a Class II director, and as such, his term will expire at the 2003
Annual Meeting of Shareholders. The proxy holders intend to vote all proxies
received by them in the accompanying form FOR the nominees listed below unless
otherwise instructed. In the event any nominee is unable or declines to serve as
a director at the time of the Annual Meeting, the proxies will be voted for any
nominee who may be designated by the current Board of Directors to fill the
vacancy. As of the date of this proxy statement, the Board of Directors is not
aware of any nominee who is unable or will decline to serve as a director. The
two nominees receiving the highest number of affirmative votes of the shares
entitled to vote at the Annual Meeting will be elected as directors. Proxies
cannot be voted for more than two individuals.
Director Nominees
H. THOMAS WINN, age 62. Mr. Winn has been our Chairman, CEO, and
President since January 1994. Mr. Winn has served as Chairman of Aaminex Capital
Corporation since 1983, and as President and CEO all but two of those years.
Aaminex Capital Corporation is a financial consulting and venture capital firm,
involved in real estate, alternate energy, and food and beverage activities. Mr.
Winn has formed numerous investment limited partnerships and capital formation
ventures that range from motion pictures to commercial real estate and mining
projects. Mr.
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Winn is a director of Restaurant Connections International, Inc., Samaritan
Pharmaceuticals, Inc., and Service Interactive, Inc.
WILLIAM G. JAYROE, age 45. Mr. Jayroe has been a Director since
September 1995 and was our Corporate Secretary from March 1999 until June 2001.
Mr. Jayroe has two decades of technology development, sales, and management
expertise in the petrochemical field. He began his career with a Fortune 500
global oilfield service company and left to begin his own company, Turbeco,
Inc., which was acquired by Flotek Industries, Inc., in late 1993. Mr. Jayroe
was President and CEO of Flotek Industries, Inc., which is the parent
corporation of USA Petrovalve, Inc., and Turbeco, Inc., from May 1995 until
October 1998. Mr. Jayroe founded and has been the CEO of Hunter International
Partners, LLC since September 1998. Mr. Jayroe has a BS in Industrial
Distribution from Texas A&M.
Set forth below is information regarding each of the continuing
directors of the company.
Class II Continuing Director - Term to expire 2003
JOSEPH JULIANO, age 51. Mr. Juliano has served as a Director since
September 2001. Since 1992, Mr. Juliano has served as Vice President,
Entertainment Sales with Pepsi-Cola North America's Fountain Beverage Sales, and
is responsible for Pepsi distribution and brand marketing initiatives in
theatres, theme parks, theme restaurants, gaming venues and golf management
companies including PGA of America. Mr. Juliano started with Pepsi in 1973 and
has previously served as Region Manager, Vice President of Fountain Sales -
Eastern Division and as Area Vice President of On-Premise Sales. Mr. Juliano is
a director of Galaxy Foods Company. Mr. Juliano received his BS and MBA in
Marketing from St. John's University.
Class III Continuing Directors - Term to expire 2004
PAUL J. BURKETT, age 80. Mr. Burkett has served as a Director since
October 1988 and as Vice President since January 1994. Mr. Burkett served as our
President from 1991 until January 1994. Mr. Burkett has been involved in the
mining industry for over forty years. Mr. Burkett is President of Goldfield
Resources, Inc., one of our wholly owned subsidiaries. Mr. Burkett serves on the
Board of Directors of Aaminex Capital Corporation. His business for the past
five years has concentrated on independent mining and real estate ventures. In
addition, Mr. Burkett serves as Chairman of the Board of Trustees of the Joshua
Tree Retreat Center, a 400-acre retreat located in Joshua Tree, California. Mr.
Burkett is a director of Samaritan Pharmaceuticals, Inc.
JAMES WONG, age 55. Mr. Wong has served as a Director since March 1999.
Since February 1999, Mr. Wong has been the Chairman of Restaurant Connections
International, Inc., which owns Internacional Restaurantes do Brasil, Ltda.,
which is the largest Pizza Hut franchisee in Brazil and operates 16 restaurants
in Sao Paulo. In 1988, Mr. Wong founded Directions International, a global
consulting firm, where he worked as an external change agent with clients such
as American Express, ARCO, Budget Rent-A-Car, Compaq, EDS, Hitachi, Honeywell,
KFC, PepsiCo, Pizza Hut, and other national and international corporations.
Since 1997, Mr. Wong has been Chairman and CEO of DI North America, through
which he helps clients form strategic alliances and joint ventures to capitalize
on emerging markets. A graduate of M.I.T., Mr. Wong served in the U.S. Marine
Corps during the Vietnam era before being recruited as a turnaround manager and
internal change agent by General Motors and Frito-Lay. Mr. Wong is a director of
Monterey Pasta Company, Inc. and Service Interactive, Inc.
Committees of the Board and Attendance
The Board of Directors currently has standing Audit and Compensation
Committees. The Board of Directors does not have a nominating committee. The
members of the standing committees are identified in the following table:
DIRECTOR COMMITTEES
Audit Compensation
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Paul J. Burkett
William G. Jayroe X X
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H. Thomas Winn X
James Wong X X
Joseph Juliano X X
The Audit Committee held four meetings during the last fiscal year, and
it is authorized to nominate our independent auditors and to review with the
independent auditors the scope and results of the audit engagement. The Audit
Committee is also authorized to review and assess our internal controls to
evaluate business risk and to ensure compliance with laws and regulations. For
further information, see the "Audit Committee Report" following Proposal 4
below.
The Compensation Committee, which held one meeting during our last
fiscal year, recommends compensation levels for our executive officers and
consultants and is authorized to consider and make grants of options pursuant to
any approved stock option plan and to administer the plan.
We held four Board meetings during the last fiscal year. Each director
attended at least 75% of all Board meetings and meetings of committees of which
each director was a member, either in person or by telephone conference calls.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE "FOR" THE
ELECTION OF EACH OF THE NOMINEES LISTED ABOVE.
PROPOSAL 2 - APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION
If this proposal is approved, a new Article Eleven will be added to our
Amended and Restated Articles of Incorporation. We have attached the language of
Articles Eleven as Exhibit A to this proxy statement. We are adding Article
Eleven to formally comply with the Colorado Limited Gaming Act. Although we
believe we have always complied with the requirements of the Colorado Limited
Gaming Act, Article Eleven requires us to affirmatively state that we will
comply with the Colorado Limited Gaming Act in the issuance or transfer of our
common stock or other securities. We do not believe the addition of Article
Eleven will have a material effect on Nevada Gold.
The following is a brief summary of the terms of Article Eleven. We may
not issue any voting securities except in accordance with the provisions of the
Colorado Limited Gaming Act and the regulations promulgated thereunder. The
issuance of any voting securities in violation will be void and the voting
securities shall be deemed not to be issued and outstanding. No voting
securities may be transferred, except in accordance with the provisions of the
Colorado Limited Gaming Act and the regulations promulgated thereunder. Any
transfer in violation will be void. If the Colorado Limited Gaming Control
Commission at any time determines that a holder of voting securities is
unsuitable to hold the securities, then we may, within sixty (60) days after the
finding of unsuitability, purchase the voting securities of the unsuitable
person at the lesser of (a) the cash equivalent of such person's investment, or
(b) the current market price as of the date of the finding of unsuitability,
unless such voting securities are transferred to a suitable person within sixty
(60) days after the finding of unsuitability. Until our voting securities are
owned by persons found by the Commission to be suitable to own them, (a) we are
not permitted to pay any dividends or interest with regard to the voting
securities, (b) the holder of such voting securities will not be entitled to
vote and the voting securities will not for any purposes be included in the
voting securities entitled to vote, and (c) we may not pay any remuneration in
any form to the holder of the voting securities, except in exchange for the
voting securities.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR"
APPROVAL OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION.
PROPOSAL 3 - AMENDMENT OF STOCK OPTION PLAN
Our Board has adopted, subject to shareholder approval, an amendment to
our 1999 Stock Option Plan (the "Plan") to increase the number of shares of
common stock reserved for issuance under the Plan from 1,200,000 to 2,500,000
shares. The Board believes that increasing the number of shares of common stock
reserved for issuance
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under the Plan is necessary to insure that a sufficient reserve of common stock
remains available for issuance to allow us to continue to utilize equity
incentives to attract and retain the services of key individuals essential to
our long-term growth and financial success. We rely on equity incentives in the
form of stock option grants in order to attract and retain key employees and
believe that such equity incentives are necessary for us to remain competitive
in the marketplace for executive talent and other key employees. Option grants
made to newly-hired and continuing employees will be based on competitive market
conditions, experience, and individual performance. If this proposal is approved
1,046,549 shares of common stock under the current Plan will be available for
future issuance.
The following is a summary of the principal features of the Plan, and
does not purport to be a complete description of the Plan. Any stockholder who
wishes to obtain a copy of the actual plan document may do so upon written
request to Nevada Gold & Casinos, Inc., 3040 Post Oak Blvd., Suite 675, Houston,
Texas 77056, Attention: Corporate Secretary.
The Plan allows us to issue stock option grants, stock appreciation
rights or SARs, restricted stock awards, and performance stock awards.
Eligibility. The Plan is open to key employees, officers, directors,
and consultants of the company and its affiliates. As of July 29, 2002, three
non-employee directors, four executive officers (including two directors), and
approximately 29 other employees and consultants were eligible for participation
in the Plan.
Changes in the Company's Capital Structure. The Plan will not affect
our right to authorize adjustments, recapitalizations, reorganizations, or other
changes in our capital structure. In the event of an adjustment,
recapitalization, or reorganization, the award shall be adjusted accordingly. In
the event of a merger, consolidation, or liquidation, the eligible person will
be eligible to receive a like number of shares of stock in the new entity that
he or she would have been entitled to if, immediately prior to the merger, he or
she had exercised the option. The Board may waive any limitations imposed under
the Plan so that all options are immediately exercisable. All outstanding
options may be canceled by the Board upon written notice to the eligible person
and by granting a period in which the options may be exercised.
Options and Option price. We may grant incentive or nonqualified stock
options. The exercise price of incentive options shall not be less than the
greater of (a) 100% of fair market value on the date of grant, or (b) the
aggregate par value of the shares of stock on the date of grant. Our
Compensation Committee, at its option, may provide for a price greater than 100%
of fair market value. The price for 10% or more shareholders shall be not less
than 110% of fair market value.
Duration. No option may be exercisable after the period of 10 years. In
the case of a 10% or more shareholder, no incentive option may be exercisable
after the expiration of five years.
Amount exercisable. In the event an eligible person exercises incentive
options during the calendar year whose aggregate fair market value exceeds
$100,000, the exercise of options over $100,000 will be considered nonqualified
stock options.
Exercise of Options. Options may be exercised by written notice to the
Compensation Committee with: (a) cash, certified check, bank draft, or postal or
express money order payable to the order of the company for an amount equal to
the option price of the shares; or, if approved in advance by the Compensation
Committee (b) stock at its fair market value on the date of exercise; (c) an
election to make a cashless exercise through a registered broker-dealer; (d) an
election to have shares of stock, which otherwise would be issued on exercise,
withheld in payment of the exercise price; or (e) any other form of payment
which is acceptable to the Compensation Committee.
Stock appreciation rights or SARs. SARs may be included in each option
granted under the Plan. A SAR permits the recipient to surrender that option, or
a portion of the part which is exercisable, and receive in exchange an amount
equal to the excess of the fair market value of the stock covered by the option,
over the exercise price of the stock.
Termination of Options or SARs. Unless expressly provided in the option
or SAR agreement, options or SARs shall terminate one day less than three months
after an employee's severance of employment with the
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company other than by death or disability. Unless the option or SAR expires
sooner, the option or SAR will expire one year after the death or disability of
the eligible person.
Reload Options. The Compensation Committee shall have the authority to
include as part of any option agreement a provision entitling the eligible
person to a further option (a "Reload Option") in the event the eligible person
exercises the option in accordance with the Plan and the terms and conditions of
the option agreement. Any Reload Option (a) shall be for a number of shares
equal to the number of shares surrendered as part or all of the exercise of such
option, (b) shall have an expiration date which is the greater of (i) the same
expiration date of the option the exercise of which gave rise to such Reload
Option, or (ii) one year from the date of grant of the Reload Option, and (c)
shall have an exercise price which is equal to 100% of the fair market value of
the stock subject to the Reload Option on the date of exercise of the original
option. Notwithstanding the foregoing, a Reload Option which is an incentive
option and which is granted to a 10% Stockholder, shall have an exercise price
which is equal to 110% of the fair market value of the stock subject to the
Reload Option on the date of exercise of the original option and shall have a
term which is no longer than five years.
Restricted Stock Awards. The Compensation Committee may issue shares of
stock to an eligible person subject to the terms of a restricted stock
agreement. The restricted stock may be issued for no payment by the eligible
person or for payment below the fair market value on the date of grant.
Restricted stock shall be subject to restrictions as to sale, transfer,
alienation, pledge, or other encumbrance and generally will be subject to
vesting over a period of time specified in the restricted stock agreement. The
Compensation Committee shall determine the period of vesting, the number of
shares, the price, if any, of stock included in a restricted stock award, and
the other terms and provisions which are included in a restricted stock
agreement.
Award of Performance Stock. The Compensation Committee may award shares
of stock, without any payment for such shares, to designated eligible persons if
specified performance goals established by the Compensation Committee are
satisfied.
Amendment or Termination of the Plan. The Board may amend, terminate or
suspend the Plan at any time, in its sole and absolute discretion; provided,
however, that to the extent required to qualify the Plan under Rule 16b-3
promulgated under Section 16 of the Exchange Act, no amendment that would (a)
materially increase the number of shares of stock that may be issued under the
Plan, (b) materially modify the requirements as to eligibility for participation
in the Plan, or (c) otherwise materially increase the benefits accruing to
participants under the Plan, shall be made without the approval of our
shareholders; provided further, however, that to the extent required to maintain
the status of any incentive option under the Internal Revenue Code of 1954, as
amended (the "Code"), no amendment that would (a) change the aggregate number of
shares of stock which may be issued under incentive options, (b) change the
class of employees eligible to receive incentive options, or (c) decrease the
option price for incentive options below the fair market value of the stock at
the time it is granted, shall be made without the approval of the shareholders.
Subject to the preceding sentence, the Board shall have the power to make any
changes in the Plan and in the regulations and administrative provisions under
it or in any outstanding incentive option as in the opinion of counsel for the
company may be necessary or appropriate from time to time to enable any
incentive option granted under this Plan to continue to qualify as an incentive
stock option or such other stock option as may be defined under the Code so as
to receive preferential federal income tax treatment.
Federal Tax Consequences. The following is a brief summary of the tax
consequences of the grant and exercise of stock options, SARs, and restricted
stock awards under the federal income tax laws. This summary does not, among
other things, purport to describe state or local tax consequences or to describe
all federal income tax consequences.
Incentive Stock Options (or ISOs) and Non-qualified Options. Recipients
of ISOs generally are not subject to income tax at the time the option is
granted or exercised. However, upon the exercise of any ISO, any excess of the
fair market value of shares received over the exercise price may be subject to
the alternative minimum tax. Upon disposition of any shares obtained through the
exercise of an ISO, long-term capital gain or loss will be recognized in an
amount equal to the difference between the sales price and the aggregate
exercise price, provided that the participant has held the shares for at least
one year from the date the ISO was exercised and at least two years from the
date the ISO was granted. If the participant disposes of the shares within that
time period (a "Disqualifying Disposition"), the participant will recognize
ordinary income to the extent of the difference between the exercise
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price and the lesser of the fair market value on the date the ISO is exercised
or the amount realized on the Disqualifying Disposition. Any remaining gain or
loss is treated as a short-term or long-term capital gain or loss, depending on
the period the shares were held by the participant. We are not entitled to any
tax deduction upon either the exercise of any such ISO or upon any subsequent
disposition of the shares acquired pursuant to such exercise, except to the
extent that the participant recognizes ordinary income pursuant to a
Disqualifying Disposition.
A participant receiving nonqualified options does not generally
recognize income at the time the option is granted. However, when the option is
exercised, the participant will recognize ordinary income equal to the
difference between the fair market value of the shares on the exercise date and
the exercise price. We receive a tax deduction equal to the amount of ordinary
income recognized by the participant. The participant's basis in the shares is
equal to the exercise price plus any recognized ordinary income.
On July 29, 2002, the last sales price of the common stock underlying
the grants made pursuant to the Plan, as reported by the American Stock Exchange
was $6.10.
Plan Benefits. We cannot now determine the exact number of options,
SARs, restricted stock, and performance stock to be granted in the future to any
of our officers, directors, or employees from the additional shares to be added
to the Plan. The following table sets forth the number of stock options from the
additional shares to be added to the Plan granted to our Chief Executive
Officer, our current executive officers as a group, our current directors who
are not executive officers as a group, each nominee for election as a director,
and all employees other than executive officers as a group.
NUMBER OF SHARES UNDERLYING OPTIONS
-----------------------------------
H. Thomas Winn, Chief Executive Officer and President --
All current executive officers as a group (4 persons) --
All current directors who are not executive officers as a group
(3 persons) --
Paul J. Burkett --
William G. Jayroe --
James Wong --
Joseph Juliano --
All employees other than executive officers as a group (7 persons) 34,100
Shareholder Approval
The affirmative vote of a majority of those shares present in person,
or represented by proxy, and cast either affirmatively or negatively at the
Annual Meeting is required for approval of the amendment to the Plan. Should
such shareholder approval not be obtained, then the 1,300,000 share increase to
the shares reserve under the Plan will not be implemented. The Plan will
continue in effect for option grants made under the original Plan.
PROPOSAL 4 - RATIFY THE ELECTION OF PANNELL KERR FORSTER OF TEXAS, P.C.
The Board of Directors would like the shareholders to ratify the
appointment of Pannell Kerr Forster of Texas, P.C., as independent accountants
for the company for the fiscal year ending March 31, 2003. The engagement of
Pannell Kerr Forster of Texas, P.C., for audit services has been approved by the
Board of Directors.
7
A representative of Pannell Kerr Forster of Texas, P.C., our principal
accountants for the current fiscal year and the most recently completed fiscal
year, is expected to be present at the Annual Meeting, will have the opportunity
to make a statement, and will be available to respond to appropriate questions.
In the event the shareholders do not ratify the appointment of Pannell
Kerr Forster of Texas, P.C., as independent accountants for the fiscal year
ending March 31, 2003, the Board of Directors will consider the adverse vote as
direction to select other auditors for the following year. However, because of
the difficulty in making any substitution of auditors so long after the
beginning of the current year, it is contemplated that the appointment for the
current fiscal year will be permitted to stand unless the Board finds other good
reason for making a change.
Audit Fees
The aggregate fees billed by Pannell Kerr Forster of Texas, P.C. for
professional services rendered for the audit of our annual financial statements
for the fiscal year ended March 31, 2002, and for the reviews of the financial
statements included in our quarterly reports on Form 10-QSB for that fiscal year
were $52,600.
Financial Information Systems Design and Implementation Fees
Pannell Kerr Forster of Texas, P.C. rendered no professional services
to us for information technology services relating to financial information
systems design and implementation for the fiscal year ended March 31, 2002.
All Other Fees
Pannell Kerr Forster of Texas, P.C. rendered tax advice and other
services other than the services described above under "Audit Fees," for the
fiscal year ended March 31, 2002, in the aggregate amount of $64,000.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF PANNELL KERR FORSTER OF TEXAS, P.C., AS
INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING MARCH 31, 2003.
AUDIT COMMITTEE REPORT
In accordance with its written charter adopted by the Board of
Directors, the Audit Committee assists the Board in fulfilling its
responsibility for oversight of the quality and integrity of the accounting,
auditing, and financial reporting practices of the company. The Audit Committee
recommends to the Board of Directors, subject to stockholder approval, the
selection of the company's independent accountants. The Audit Committee is
comprised of Messrs. Jayroe, Juliano, and Wong. Messrs. Jayroe and Juliano are
independent directors, as defined by The American Stock Exchange's listing
standards. Mr. Wong is not an independent director, as defined by The American
Stock Exchange's listing standards.
Management is responsible for the company's internal controls. The
independent accountants for the company, Pannell Kerr Forster of Texas, P.C.
("PKF"), are responsible for performing an independent audit of the company's
consolidated financial statements in accordance with generally accepted auditing
standards and to issue a report thereon. The Audit Committee has general
oversight responsibility with respect to financial reporting, and reviews the
results and scope of the audit and other services provided by PKF.
The Audit Committee members are not professional accountants or
auditors, and their functions are not intended to duplicate or to certify the
activities of management and PKF, nor can the Audit Committee certify that PKF
is "independent" under applicable rules. The Audit Committee serves a
board-level oversight role, in which it provides advice, counsel, and direction
to management and the auditors on the basis of the information it receives,
discussions with management and the auditors and the experience of the Audit
Committee members in business, financial, and accounting matters.
8
In this context, the Audit Committee has met and held discussions with
management and PKF. Management represented to the Audit Committee that the
company's consolidated financial statements were prepared in accordance with
generally accepted accounting principles, and the Audit Committee has reviewed
and discussed the consolidated financial statements with management and PKF. The
Audit Committee discussed with PKF matters required to be discussed by Statement
on Auditing Standards No. 61 (Communication with Audit Committees).
PKF also provided to the Audit Committee the written disclosures
required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees), and the Audit Committee discussed with PKF
their independence.
Based upon the Audit Committee's discussion with management and PKF and
the Audit Committee's review of the representations of management and the report
of PKF to the Audit Committee, the Audit Committee recommended that the Board of
Directors include the company's audited consolidated financial statements in the
Nevada Gold & Casinos, Inc. Annual Report on Form 10-KSB for the year ended
March 31, 2002 filed with the Securities and Exchange Commission.
Submitted by the Audit Committee of the Board of Directors of Nevada Gold &
Casinos, Inc.:
William G. Jayroe, Joseph Juliano, and James Wong
9
EXECUTIVE OFFICERS
Executive officers are elected annually by the Board and serve at the
discretion of the Board. Set forth below is information regarding our executive
officers:
NAME AGE OFFICE HELD
---- --- -----------
H. Thomas Winn 62 Chairman of the Board of
Directors, Chief Executive Officer,
and President
Paul J. Burkett 80 Vice President and Director
Christopher C. Domijan 46 Chief Financial Officer, Secretary,
and Treasurer
Donald A. Brennan 58 Vice President-Development
The following biographical information is for Messrs. Domijan and
Brennan (please see Proposal 1 for biographical information about Messrs. Winn
and Burkett):
CHRISTOPHER C. DOMIJAN. Mr. Domijan has served as our Chief Financial
Officer since May 2001 and as our Secretary and Treasurer since June 2001. Mr.
Domijan has over twenty years of financial management experience, including nine
years as CFO for companies in the hospitality and financial services industries.
From 1995 until 1998, Mr. Domijan was the CFO of Big Canoe POA, a master planned
community. From 1998 until 2000, Mr. Domijan was CFO of Golf Services Group,
Inc., a golf development company. From 2000 until 2001, Mr. Domijan was Vice
President of Development of Redstone Golf Management, a golf development
company.
DONALD A. BRENNAN. Mr. Brennan has served as our Vice President of
Development since May 2001. Mr. Brennan brings 30 years of hospitality
experience to the amenity operations for master planned residential golf
communities and golfing resort hotels and conference centers. Mr. Brennan holds
an MBA from Southern Methodist University and a Bachelor's degree in Hotel and
Restaurant Administration from Cornell University. Mr. Brennan is the founder of
Independent Private Clubs of America, Inc., and has served as its managing
partner since 1994.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors, executive
officers, and the persons who beneficially own more than 10% of our common
stock, to file reports of ownership and changes in ownership with the Securities
and Exchange Commission. Copies of all filed reports are required to be
furnished to us. Based solely on the reports received by us and on the
representations of the reporting persons, we believe that these persons have
complied with all applicable filing requirements during the fiscal year ended
March 31, 2002, except for Winstock Mining Corporation, which filed a Form 4 for
November 2001 on December 11, 2001.
10
Equity Compensation Plans
The following table gives information about our shares of common stock
that may be issued upon the exercise of options, warrants, and rights under all
of our existing equity compensation plans as of March 31, 2002, including our
1999 Stock Option Plan, as well as shares of our common stock that may be issued
under individual compensation arrangements that were not approved by our
stockholders (such grants, the "Non-Plan Grants"). The table does not include
information about the proposed additional shares to be added to the 1999 Stock
Option Plan, which has not yet been approved by stockholders.
Number of Securities
Number of Securities Remaining Available for
To be Issued Upon Weighted Average Future Issuance Under
Exercise of Outstanding Exercise Price of Equity Compensation
Options, Warrants and Outstanding Options, Plans (Excluding Securities
Rights Warrants and Rights Reflected in Column A)
Plan Category (A) (B) (C)
------------- ----------------------- -------------------- ---------------------------
Equity Compensation Plans
Approved by Security Holders 1,056,500 $ 2.13 -0-
Equity Compensation Plans
Not Approved by Security Holders 2,893,111(1) $ 2.77 -0-
----------------------- -------------------- ---------------------------
Total 3,949,611 $ 2.60 -0-
(1) Of the 2,893,111 shares underlying warrants or options granted under
non-approved equity compensation plans at the end of the fiscal year ended March
31, 2002, warrants or options to purchase 135,000 shares have been exercised,
and warrants or options to purchase 100,000 shares have expired. The remaining
non-approved equity compensation plans are as follows: (a) in December 1999 we
issued a five-year warrant to purchase 366,667 shares at an exercise price of
$2.06 per share for consulting services, (b) during the year ended March 31,
2002, we issued warrants to purchase an aggregate of 2,000,000 shares at an
exercise price of the lesser of $3.00 per share or 85% of the market price of
our common stock on exercise, and a warrant to purchase 25,000 shares at an
exercise price of $3.50 per share, each expiring in December 2004, in connection
with services provided in the arrangement of financing, (c) in September 2000 we
issued warrants to purchase 62,000 shares at an exercise price of $3.25 per
share for consulting services expiring in March 2006, (d) in January 2001 we
issued a three-year warrant to purchase 7,500 shares at an exercise price of
$2.13 per share to our former general counsel for services rendered, (e) in
December 1997 we issued warrants to purchase 100,000 and 36,944 shares at
exercise prices of $2.00 and $2.37 per share, respectively, for consulting
services, and (f) in September 1999 we issued a three-year warrant to purchase
10,000 shares at an exercise price of $2.50 per share for consulting services.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of July 31, 2002, 10,864,045 shares of our common stock were
outstanding. The following table sets forth, as of July 31, 2002, certain
information with respect to shares beneficially owned by: (a) each person who is
known by us to be the beneficial owner of more than 5% of our outstanding shares
of common stock, (b) each director or nominee for director, (c) each of our
named executive officers, and (d) all current directors and executive officers
as a group.
Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act. Under this rule, certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons share the
power to vote or the power to dispose of the shares). In addition, shares are
deemed to be beneficially
11
owned by a person if the person has the right to acquire shares (for example,
upon exercise of an option) within sixty days of the date as of which the
information is provided. In computing the percentage ownership of any person,
the amount of shares is deemed to include the amount of shares beneficially
owned by such person by reason of such acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in the following table
does not necessarily reflect the person's actual voting power at any particular
date.
To our knowledge, except as indicated in the footnotes to this table
and pursuant to applicable community property laws, the persons named in the
table have sole voting and investment power with respect to all shares of common
stock shown as beneficially owned by them. Unless otherwise indicated, the
business address of the individuals listed is Nevada Gold & Casinos, Inc., 3040
Post Oak Blvd., Suite 675, Houston, Texas 77056.
SHARES BENEFICIAL OWNED AS OF JULY 31, 2002
-------------------------------------------
BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF CLASS
---------------- ---------------- ----------------
H. Thomas Winn 1,380,647(1) 11.5%
Paul J. Burkett 449,098(2) 4.0%
William G. Jayroe 220,654(3) 2.0%
James Wong (4) 126,900(4) 1.1%
Joseph Juliano (5) 51,900(5) Less than 1%
Christopher C. Domijan 31,900(6) Less than 1%
Donald A. Brennan 32,700(7) Less than 1%
Winstock Mining Corporation 1,341,399(8) 12.5%
Clay County Holdings, Inc. 2,526,344(9) 23.3%
All current directors and executive officers as a group 2,293,799(10) 18.3%
(7 persons)
----------
(1) Includes (a) options to purchase 208,001 shares of common stock held by
Mr. Winn, (b) 180,816 shares of common stock owned by Aaminex Capital
Corporation, and (c) an option to purchase 934,591 shares of common
stock currently owned by Winstock Mining Corporation held by Aaminex
Capital Corporation. Due to the option listed in (c), Mr. Winn and
Winstock Mining Corporation are both considered to be the beneficial
owner of the 934,591 shares of common stock underlying the option. Mr.
Winn is the president of Aaminex Capital Corporation.
(2) Includes options to purchase 182,700 shares of common stock.
(3) Mr. Jayroe's business address is One Sugar Creek Center Blvd. Suite
500, Sugar Land, Texas 77478-3556. Includes options to purchase 182,000
shares of common stock.
(4) Mr. Wong's business address is 14755 Preston Road, Suite 300, Dallas,
Texas 75240. Includes options to purchase 82,200 shares of common
stock.
(5) Includes options to purchase 50,000 shares of common stock. Mr.
Juliano's business address is 700 Anderson Hill Road, Purchase, New
York 10577.
12
(6) Includes options to purchase 22,150 shares of common stock.
(7) Includes options to purchase 21,500 shares of common stock.
(8) Of the shares of common stock listed in the above table, Aaminex
Capital Corporation holds an option from Winstock Mining Corporation to
purchase 934,591 shares of common stock. Due to the option, Mr. Winn,
as president of Aaminex Capital Corporation, and Winstock Mining
Corporation are both considered to be the beneficial owner of the
934,591 shares of common stock underlying the option. The business
address of Winstock Mining Corporation is 1506-2008 Fullerton Avenue,
North Vancouver, BC, V7P 3G7.
(9) The president of Clay County Holdings, Inc. is the son-in-law of Mr.
Winn.
(10) Includes options to purchase 1,683,142 shares of common stock.
EXECUTIVE COMPENSATION
The following table contains compensation data for our named executive
officers that received a salary and bonus during the fiscal year ended March 31,
2002 that met or exceeded $100,000.
SUMMARY COMPENSATION TABLE
Name and LONG TERM COMPENSATION ALL OTHER
Principal Positions YEAR ANNUAL COMPENSATION AWARDS COMPENSATION ($)(1)
Securities
Salary ($) Bonus ($) Underlying Options (#)
---------- --------- ----------------------
H. Thomas Winn,
President and CEO 2002 200,000 58,333 58,001 1,280
2001 200,000 -- 2,560
2000 150,000(2) 150,000 3,000
Christopher C. Domijan,
CFO, Secretary and Treasurer 2002 117,185 4,802 22,150 1,671
Donald A. Brennan,
VP - Development 2002 128,000 13,000 21,500 1,058
----------
(1) Consists of matching funds received through participation in our
employee 401(k) plan.
(2) Of Mr. Winn's fiscal 2000 compensation, $50,000 was deferred and paid
in fiscal 2001 in the form of 25,000 shares of common stock.
Options, Warrants, and Stock Appreciation Rights
The following table sets forth information concerning individual grants
of stock options made during the fiscal year ended March 31, 2002, to our named
executive officers. No stock appreciation rights were issued during the fiscal
year.
OPTION GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
Number of
Securities Percent of Total Options
Underlying Options Granted to Employees in Exercise or Base Expiration
Name Granted (#) Fiscal Year Price ($/Share) Date
---- ------------------ ------------------------ ---------------- ----------
H. Thomas Winn 58,001 34.4% 2.75 1/31/2007
Christopher C. Domijan 22,150 13.1% 2.75 1/31/2007
Donald A. Brennan 21,500 12.8% 2.75 1/31/2007
13
The following table sets forth information concerning option exercises
during the fiscal year ended March 31, 2002 and option holdings as of March 31,
2002 with respect to our named executive officers. No stock appreciation rights
were outstanding at the end of the fiscal year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
Number of Securities Value of Unexercised
Shares Acquired Value Underlying Unexercised In-the-Money
Name on Exercise (#) Realized ($) Options at FY-End (#) Options at FY-End ($)
---- --------------- ------------ ------------------------------ -----------------------------
Exercisable Unexercisable Exercisable Unexercisable
H. Thomas Winn -- -- 208,001 -- 1,101,905 --
Christopher Domijan -- -- 22,150 -- 106,320 --
Donald Brennan -- -- 21,500 -- 103,200 --
The values of the unexercised options above are based on the difference
between the exercise price of the options and the fair market value of our
common stock at the end of the fiscal year ended March 31, 2002, which was $7.55
per share.
Compensation of Directors
Our directors receive no standard compensation for their services as
directors, but are reimbursed their travel expenses. During the fiscal year
ended March 31, 2002, we issued Messrs. Burkett, Juliano, Jayroe, Winn, and
Wong, options to purchase 32,700, 50,000, 32,000, 50,000, and 32,200 shares of
our common stock, respectively. All of the foregoing options have an exercise
price of $2.75 per share and expire in January 2007.
Employment Contracts and Change-In-Control Arrangements
None of our executive officers have employment agreements, and they may
resign and their employment may be terminated at any time. Mr. Burkett received
annual compensation of $39,500 for his work as Vice President of the company and
as President of Goldfield Resources, Inc. Our Compensation Committee, as
administrator of our 1999 Stock Option Plan, can provide for accelerated vesting
of the shares of common stock subject to outstanding options held by any
executive officer or director in connection with certain changes in control of
the company. The accelerated vesting may be conditioned on the termination of
the individual's employment following the change in control event.
RELATED PARTY TRANSACTIONS
We have entered into indemnification agreements with our officers and
directors containing provisions that may require us, among other things, to
indemnify such officers and directors against certain liabilities that may arise
by reason of their status or service as directors or officers and to advance
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified.
During the last two fiscal years, we periodically made loans to Clay
County and Service Interactive, Inc., of which $3,645,059 and $3,838,674
respectively, was outstanding as of March 31, 2002. Of this amount Clay County
loaned Restaurant Connections International, Inc. an aggregate of $2,112,651.
The above loans are due on demand, bearing a 12% interest rate, and are secured
by 1,200,000 shares of our common stock pledged by Clay County. In
14
addition as of March 31, 2002, we guaranteed $1,400,000 of Service Interactive
loans payable to third parties, of which approximately $150,000 is due within
one year. We presently hold options to purchase equity in Service Interactive.
Messrs. Winn and Wong are directors of Service Interactive. Messrs. Winn,
Jayroe, Wong, Domijan, Burkett, and Brennan are equity-holders in Service
Interactive.
STOCKHOLDER PROPOSALS FOR 2002 ANNUAL MEETING
Under Rule 14a-8 of the Exchange Act, proposals that shareholders
intend to have included in our proxy statement and form of proxy for our next
annual meeting must be received no later than April 28, 2003. Moreover, with
respect to any proposal by a shareholder not seeking to have the proposal
included in the proxy statement but seeking to have the proposal considered at
our next annual meeting, such shareholder must provide written notice of such
proposal to our Secretary at our principal executive offices by July 9, 2003.
With respect to a proposal not to be included in the proxy statement, in the
event notice is not timely given, the persons who are appointed as proxies may
exercise their discretionary voting authority with respect to such proposals, if
the proposal is considered at our next annual meeting, even if the shareholders
have not been advised of the proposal. In addition, shareholders must comply in
all respects with the rules and regulations of the Securities and Exchange
Commission then in effect and the procedural requirements of our Bylaws.
ANNUAL REPORT
We have provided a copy of our Annual Report on Form 10-KSB with this
proxy statement. We will provide exhibits to the Annual Report on Form 10-KSB
upon payment of the reasonable expenses incurred by us in furnishing these
exhibits. Please send any such requests to Nevada Gold & Casinos, Inc., 3040
Post Oak Blvd., Suite 675, Houston, Texas 77056, Attention: Investor Relations.
OTHER MATTERS
The Board knows of no other business to come before the Annual Meeting.
However, if any other matters are properly brought before the Annual Meeting,
the persons named in the accompanying form of proxy or their substitutes will
vote in their discretion on those matters.
By Order of the Board of Directors
/s/ H. THOMAS WINN
----------------------------------
H. THOMAS WINN, Chief Executive
Officer and President
August 28, 2002
Houston, Texas
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE, AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE. YOU
MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE ANNUAL
15
MEETING. IF YOU DECIDE TO ATTEND THE ANNUAL MEETING AND WISH TO CHANGE YOUR
PROXY VOTE, YOU MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE MEETING.
THANK YOU FOR YOUR ATTENTION TO THIS MATTER. YOUR PROMPT RESPONSE WILL GREATLY
FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING.
16
EXHIBIT A
AMENDMENT TO ARTICLES OF INCORPORATION OF NEVADA GOLD & CASINOS, INC.
ARTICLE ELEVEN. The corporation shall not issue any voting securities or other
voting interests except in accordance with the provisions of the Colorado
Limited Gaming Act and the regulations promulgated thereunder. The issuance of
any voting securities or other voting interests in violation thereof shall be
void and such voting securities or other voting interests shall be deemed not to
be issued and outstanding until (a) the corporation shall cease to be subject to
the jurisdiction of the Colorado Limited Gaming Control Commission, or (b) the
Colorado Limited Gaming Control Commission shall, by affirmative action,
validate said issuance or waive any defect in issuance.
No voting securities or other voting interests issued by the corporation and no
interest, claim or charge therein or thereto shall be transferred in any manner
whatsoever except in accordance with the provisions of the Colorado Limited
Gaming Act and the regulations promulgated thereunder. Any transfer in violation
thereof shall be void until (a) the corporation shall cease to be subject to the
jurisdiction of the Colorado Limited Gaming Control Commission, or (b) the
Colorado Limited Gaming Control Commission shall, by affirmative action,
validate said transfer or waive any defect in said transfer.
If the Colorado Limited Gaming Control Commission at any time determines that a
holder of voting securities or other voting interests of this corporation is
unsuitable to hold such securities or other voting interests, then the issuer of
such voting securities or other voting interests may, within sixty (60) days
after the finding of unsuitability, purchase such voting securities or other
voting interests of such unsuitable person at the lesser of (i) the cash
equivalent of such person's investment in the corporation, or (ii) the current
market price as of the date of the finding of unsuitability unless such voting
securities or other voting interests are transferred to a suitable person (as
determined by the Commission) within sixty (60) days after the finding of
unsuitability. Until such voting securities or other voting interests are owned
by persons found by the Commission to be suitable to own them, (a) the
corporation shall not be required or permitted to pay any dividend or interest
with regard to the voting securities or other voting interests, (b) the holder
of such voting securities or other voting interests shall not be entitled to
vote on any matter as the holder of the voting securities or other voting
interests, and such voting securities or other voting interests shall not for
any purposes be included in the voting securities or other voting interests of
the corporation entitled to vote, and (c) the corporation shall not pay any
remuneration in any form to the holder of the voting securities or other voting
interests except in exchange for such voting securities or other voting
interests as provided in this paragraph.
NEVADA GOLD & CASINOS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
NEVADA GOLD & CASINOS, INC. FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 7, 2002
The undersigned shareholder of Nevada Gold & Casinos, Inc. (the "Company")
hereby appoints Christopher C. Domijan or Donald A. Brennan, or either of them,
proxies for the undersigned, each with full power of substitution, to represent
and to vote as specified in this Proxy all the shares of common stock of the
Company which the undersigned would be entitled to vote at the Annual Meeting of
Shareholders of the Company to be held at the Inter-Continental Hotel, 2222 West
Loop South, Houston, Texas, 77027, on Monday, October 7, 2002 at 3:30 p.m. local
time, and any and all adjournments or postponements thereof, with all of the
powers which the undersigned would possess if personally present. The
undersigned shareholder hereby revokes any proxy or proxies heretofore executed
for such matters.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER AS DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1, 2, 3, AND 4, AND IN THE DISCRETION OF THE PROXIES AS
TO ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING. THE UNDERSIGNED
SHAREHOLDER MAY REVOKE THIS PROXY AT ANY TIME BEFORE IT IS VOTED BY DELIVERING
TO THE CORPORATE SECRETARY OF THE COMPANY EITHER A WRITTEN REVOCATION OF THE
PROXY OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY APPEARING AT THE
ANNUAL MEETING AND VOTING IN PERSON.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2, 3, AND 4.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD USING THE ENCLOSED RETURN ENVELOPE
1. Election of Directors. To elect the following directors:
H. Thomas Winn. To serve for a term ending upon the 2005 Annual Meeting of
Shareholders or until his successor is elected and qualified. For Withheld
[ ] [ ]
William G. Jayroe. To serve for a term ending upon the 2003 Annual Meeting
of Shareholders or until his successor is elected and qualified. For Withheld
[ ] [ ]
2. To approve the amendment to the Company's Articles of
Incorporation as set forth in Proposal 2. For Against Abstain
[ ] [ ] [ ]
3. To approve the amendment to the Company's 1999 Stock Option Plan
to increase the number of shares reserved for issuance to 2,500,000 shares. For Against Abstain
[ ] [ ] [ ]
4. To ratify the appointment of Pannell Kerr and Forster of Texas,
P.C. as the Company's independent accountants for the fiscal year ending
March 31, 2003. For Against Abstain
[ ] [ ] [ ]
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Annual Meeting, or any adjournment or
postponement thereof.
The undersigned hereby acknowledges receipt of the Notice of Meeting and Proxy
Statement.
DATED:
------------------------------ -----------------------------------
[Signature]
-----------------------------------
[Signature if jointly held]
-----------------------------------
[Printed Name]
Please date and sign exactly as your name(s) is (are) shown on the share
certificate(s) to which the Proxy applies. When shares are held as
joint-tenants, both should sign. When signing as an executor, administrator,
trustee, guardian, attorney-in fact, or other fiduciary, please give full title
as such. When signing as a corporation, please sign in full corporate name by
President or other authorized officer. When signing as a partnership, please
sign in partnership name by an authorized person.