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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
NEVADA GOLD & CASINOS, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
NEVADA GOLD & CASINOS, INC.
3040 POST OAK BLVD., SUITE 675
HOUSTON, TEXAS 77056
August 13, 2003
To Our Shareholders:
You are cordially invited to attend the 2003 Annual Meeting of
Shareholders of Nevada Gold & Casinos, Inc., which will be held on Monday,
September 22, 2003, 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,
/s/ H. THOMAS WINN
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 SEPTEMBER 22, 2003
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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, September 22, 2003, at 3:30 p.m., Central Time, for the
following purposes:
1. Election of Directors. To elect four directors to the Board of
Directors to serve until their successors are duly elected and
qualified.
2. 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, 2004.
3. To transact any other business that may properly come before the
meeting.
Shareholders of record at the close of business on July 25, 2003, will
be entitled to notice of, and to vote at, this meeting.
By Order of the Board of Directors,
/s/ CHRISTOPHER C. DOMIJAN
Christopher C. Domijan
SECRETARY AND CFO
Dated: August 13, 2003
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, September 22, 2003, 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 13, 2003. 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 July 25, 2003, the record date for determination of
stockholders entitled to vote at the Annual Meeting, there were 11,191,272
shares of common stock outstanding. Each stockholder of record on July 25, 2003
is entitled to one vote for each share of common stock held by the stockholder
on July 25, 2003. 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.
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 four 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. Ratification of the appointment of Pannell Kerr Forster of
Texas, P.C. as our independent accountants for the fiscal year ending March 31,
2004 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.
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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. 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 No. 2, 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 three classes of directors each consisting
of two directors. At our 2003 Annual Meeting, Messrs. William G. Jayroe, Joseph
Juliano, Francis M. Ricci, and Wayne H. White are to be elected. Mr. Ricci and
Juliano are Class II directors, and as such, their terms will expire at the 2006
Annual Meeting of Shareholders. Messrs. Burkett and Jayroe are Class III
directors, which terms will expire at the 2004 Annual Meeting of Shareholders,
and Messrs. White and Winn are Class I directors, which terms will expire at the
2005 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 four 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 four individuals. Since last year, our
Board of Directors had been reduced to four members until the appointments of
Messrs. Ricci and White, as Mr. James Wong resigned from our board after four
years of service to pursue other interests in June 2003.
Director Nominees
WILLIAM G. JAYROE, age 46. 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. 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 June 1999. From April 1999 until
October 2000, Mr. Jayroe served as Executive Vice-President of Applied
Technology Resources. Mr. Jayroe founded and has been the CEO of Hunter
International Partners, LLC since September 1998 and has served as a Senior
Vice-President of Digital Consulting and Southwest Services since September
2001. Mr. Jayroe has a BS in Industrial Distribution from Texas A&M.
JOSEPH JULIANO, age 52. Mr. Juliano has served as a Director since
September 2001. Since July 2003, Mr. Juliano has served as Senior Vice
President, Entertainment Sales and Industry Relations with Pepsi-Cola North
America's Fountain Beverage Sales. From 1996 until July 2003, Mr. Juliano served
as Vice President, Entertainment Sales with Pepsi-Cola North America's Fountain
Beverage Sales, and was responsible for Pepsi
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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 received his BS and MBA in
Marketing from St. John's University.
WAYNE H. WHITE, age 65. Mr. White has served as a Director since July
2003. From 1983 until his retirement, Mr. White was an investment banker. Most
recently, from 1996 until July 2002, Mr. White served as a member of the
corporate finance department of Wells Fargo Securities. His duties included
working on public and private offerings of equity, private placements of equity,
merger and acquisitions, and the rendering of fairness opinions. Mr. White's
specialties were leisure industry sectors, including casinos, casino suppliers
and restaurants. Mr. White received his BS in political science from the
University of Utah, and his law degree from Hastings College of the Law in San
Francisco. Since 1992 Mr. White has been a member of the Board of Directors of
The Cheesecake Factory, Incorporated.
FRANCIS M. RICCI, age 60. Mr. Ricci has served as a Director since July
2003. Since 1991, Mr. Ricci has been involved in ownership and management of
several private companies serving as CEO and CFO, including Natural Swing
Products Co., Premier Scale Company and starting in March 1998, Yes!Golf. Mr.
Ricci is a CPA, and for more than 20 years he served as an audit specialist for
Deloitte and Touche, serving as a partner in the firm for 12 years. Mr. Ricci
received his MBA and BS in accounting from the University of Montana.
Set forth below is information regarding each of the continuing
directors of the company.
Class III Continuing Directors - Term to expire 2004
PAUL J. BURKETT, age 81. 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. Since August 1999, Mr. Burkett has served
as 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.
Class I Continuing Director - Term to expire 2005
H. THOMAS WINN, age 63. 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. Winn is a director of Restaurant Connections International, Inc.,
Samaritan Pharmaceuticals, 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 for the last fiscal year are identified in
the following table:
DIRECTOR COMMITTEES
-------- ----------
Audit Compensation
----- ------------
Paul J. Burkett
William G. Jayroe X X
H. Thomas Winn X
Joseph Juliano X X
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Upon his appointment Mr. Ricci joined the Audit Committee, as Chairman,
and joined the Compensation Committee. Upon his appointment Mr. White joined the
Compensation Committee, as Chairman, and joined the Audit Committee. After these
appointments, Mr. Juliano will be serving on the Compensation Committee, and Mr.
Jayroe will be serving on the Audit Committee.
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 2
below.
The Compensation Committee, which held three meetings 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 - 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, 2004. The engagement of
Pannell Kerr Forster of Texas, P.C., for audit services has been approved by the
Audit Committee and Board of Directors.
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, 2004, 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, 2003, and for the reviews of the financial
statements included in our quarterly reports on Form 10-QSB for that fiscal year
were $52,850.
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, 2003.
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, 2003, in the aggregate amount of $23,667.
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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, 2004.
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 was
comprised of Messrs. Jayroe, Juliano, and Wong until Mr. Wong's resignation in
early June 2003. Accordingly, Mr. Wong was not a member of the Audit Committee
at the time of the completion of this report. Messrs. Jayroe and Juliano are
independent directors, as defined by The American Stock Exchange's listing
standards. Mr. Wong was 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.
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, 2003 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 and Joseph Juliano
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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 63 Chairman of the Board of
Directors, Chief Executive
Officer, and President
Paul J. Burkett 81 Vice President and Director
Christopher C. Domijan 47 Chief Financial Officer,
Secretary, and Treasurer
Donald A. Brennan 59 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 May 1995 until February 1998, Mr. Domijan was the CFO of Big Canoe POA, a
master planned community. From March 1998 until January 2000, Mr. Domijan was
CFO of Golf Services Group, Inc., a golf development company. From February 2000
until January 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, 2003, except for Winstock Mining Corporation, which owned greater than
10% of our common stock during the fiscal year ended March 31, 2003, and which
we believe has failed to file a Form 4.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of June 30, 2003, 11,190,272 shares of our common stock were
outstanding. The following table sets forth, as of June 30, 2003, 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
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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 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 the person by reason of these acquisition rights.
As a result, the percentage of outstanding shares of any person 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 JUNE 30, 2003
----------------------------------------------
BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF CLASS
---------------- ---------------- ----------------
H. Thomas Winn 997,642 (1) 8.5%
Paul J. Burkett 491,098 (2) 4.3%
William G. Jayroe 270,654 (3) 2.4%
Joseph Juliano (4) 101,900 (4) Less than 1%
Francis M. Ricci (5) -- --
Wayne H. White (6) -- --
Christopher C. Domijan 61,900 (7) Less than 1%
Donald A. Brennan 62,700 (8) Less than 1%
Clay County Holdings, Inc. 2,426,344 (9) 21.7%
All current directors and executive officers as a group
(8 persons) 1,985,894 (10) 16.1%
----------
(1) Includes (a) options to purchase 288,001 shares of common stock held by Mr.
Winn, (b) 385,729 shares of common stock owned by Aaminex Capital
Corporation, and (c) an option to purchase 266,673 shares of common stock
currently owned by a third party held by Aaminex Capital Corporation. Mr.
Winn is the president of Aaminex Capital Corporation.
(2) Includes options to purchase 232,700 shares of common stock.
(3) Includes options to purchase 232,000 shares of common stock. Mr. Jayroe's
business address is One Sugar Creek Center Blvd. Suite 500, Sugar Land,
Texas 77478-3556.
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(4) Includes options to purchase 50,000 shares of common stock. Mr. Juliano's
business address is 700 Anderson Hill Road, Purchase, New York 10577.
(5) Mr. Ricci's mailing address is 7977 E. Vassar Drive, Denver, Colorado
80231.
(6) Mr. White's mailing address is 271 Via Barranca, Greenbrae, California
94904.
(7) Includes options to purchase 52,150 shares of common stock.
(8) Includes options to purchase 51,500 shares of common stock.
(9) The president of Clay County Holdings, Inc. is the son-in-law of Mr. Winn.
Mr Winn is not an officer, director, or shareholder of record in Clay
County Holdings, Inc.
(10) Includes options to purchase 1,173,024 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,
2003 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 2003 200,000 8,333 80,000 -0-
2002 200,000 58,333 58,001 1,280
2001 200,000 -- -- 2,560
Christopher C. Domijan,
CFO, Secretary and Treasurer 2003 132,000 5,500 30,000 4,125
2002 117,185 4,802 22,150 1,671
Donald A. Brennan,
VP - Development 2003 132,000 5,500 30,000 2,063
2002 128,000 13,000 21,500 1,058
----------
(1) Consists of matching funds received through participation in our employee
401(k) plan.
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, 2003, to our named
executive officers. No stock appreciation rights were issued during the fiscal
year.
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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 ($/Share) Date
----------------------------- ---------------------- --------------------------- ------------------ ---------------
H. Thomas Winn 80,000 41% 6.30 3/31/2008
----------------------------- ---------------------- --------------------------- ------------------ ---------------
Christopher C. Domijan 30,000 15% 6.30 3/31/2008
----------------------------- ---------------------- --------------------------- ------------------ ---------------
Donald A. Brennan 30,000 15% 6.30 3/31/2008
----------------------------- ---------------------- --------------------------- ------------------ ---------------
The following table sets forth information concerning option exercises
during the fiscal year ended March 31, 2003 and option holdings as of March 31,
2003 with respect to our named executive officers. No stock appreciation rights
were outstanding at the end of the fiscal year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
Number of Securities Value of Unexercised
Shares Acquired Value Underlying Unexercised In-the-Money
Name on Exercise (#) Realized ($) Options at FY-End (#) Options at FY-End ($)
---- --------------- ------------ --------------------------- ----------------------------
Exercisable Unexercisable Exercisable Unexercisable
H. Thomas Winn -- -- 288,001 -- 841,904 --
Christopher Domijan -- -- 52,150 -- 78,633 --
Donald Brennan -- -- 51,500 -- 76,325 --
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, 2003, which was $6.30
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, 2003, we issued Messrs. Burkett, Jayroe, Juliano, and Wong,
options to purchase 50,000 shares of our common stock at an exercise price of
$6.30 per share that expire in March 2008. During the fiscal year ended March
31, 2003, Mr. Burkett received $50,000 as compensation for his services to the
company.
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. 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.
In the ordinary course of business, we entered into transactions with
Clay County Holdings, Inc. ("CCH") and Service Interactive, Inc. ("SI"). These
transactions include loans made to and payments received from these related
parties during fiscal 2003 and 2002. At March 31, 2003, CCH owed us $3,057,210
which amount bears interest at a
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rate of 12% per annum, and is payable by maker in a minimum amount of $150,000
with accrued interest per quarter until paid in full. At March 31, 2003 SI owed
us $3,093,342 which amount bears interest at a rate of 12% per annum, and
payable by maker in a minimum amount of $150,000 with accrued interest per
quarter until paid in full. Both loans are secured by a lien on our common stock
owned by CCH with $7.3 million market equity value as of March 31, 2003. We also
guaranteed $1.3 million of SI loans payable to third parties. As June 15, 2003,
our guarantees on SI loans were reduced to $790,000. We presently hold options
to purchase equity in Service Interactive.
STOCKHOLDER PROPOSALS FOR 2003 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 13, 2004. 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, the shareholder must provide written notice of the
proposal to our Secretary at our principal executive offices by May 13, 2004.
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 the 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, as
amended.
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 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 13, 2003
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 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.
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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 September 22,
2003
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, September 22, 2003 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 AND 2, 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 AND 2.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD USING THE ENCLOSED RETURN ENVELOPE
1. Election of Directors. To elect the following directors:
Joseph Juliano. To serve for a term ending upon the 2006 Annual Meeting of For Withheld
Shareholders or until his successor is elected and qualified. [ ] [ ]
William G. Jayroe. To serve for a term ending upon the 2004 Annual Meeting For Withheld
of Shareholders or until his successor is elected and qualified. [ ] [ ]
Francis M. Ricci. To serve for a term ending upon the 2006 Annual Meeting For Withheld
of Shareholders or until his successor is elected and qualified. [ ] [ ]
Wayne H. White. To serve for a term ending upon the 2005 Annual Meeting of For Withheld
Shareholders or until his successor is elected and qualified. [ ] [ ]
2. To ratify the appointment of Pannell Kerr and Forster of Texas, For Against Abstain
P.C. as the Company's independent accountants for the fiscal year ending [ ] [ ] [ ]
March 31, 2004.
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.
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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.
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