4//SEC Filing
CLEARY PETER D 4
Accession 0001104659-04-031766
CIK 0000921438other
Filed
Oct 24, 8:00 PM ET
Accepted
Oct 25, 7:43 PM ET
Size
20.1 KB
Accession
0001104659-04-031766
Insider Transaction Report
Form 4
PDS GAMING CORPPDSG
CLEARY PETER D
DirectorPres/Chief Operating Officer
Transactions
- Disposition from Tender
Common Stock
2004-10-22$2.75/sh−18,207.3$50,070→ 0 total - Disposition to Issuer
Right to Buy (Common Stock)
2004-10-22$0.11/sh−50,000$5,500→ 0 totalExercise: $2.50Exp: 2005-09-07→ Common Stock (50,000 underlying) - Disposition to Issuer
Right to Buy (Common Stock)
2004-10-22$0.98/sh−4,000$3,920→ 0 totalExercise: $1.63Exp: 2005-11-01→ Common Stock (4,000 underlying) - Disposition to Issuer
Right to Buy (Common Stock)
2004-10-22−15,000→ 0 totalExercise: $9.13Exp: 2008-05-14→ Common Stock (15,000 underlying) - Disposition to Issuer
Right to Buy (Common Stock)
2004-10-22−25,000→ 0 totalExercise: $4.37Exp: 2009-06-30→ Common Stock (25,000 underlying) - Disposition to Issuer
Right to Buy (Common Stock)
2004-10-22−10,000→ 0 totalExercise: $3.78Exp: 2009-02-28→ Common Stock (10,000 underlying)
Footnotes (8)
- [F1]Pursuant to the Agreement and Plan of Merger dated as of April 14, 2004, PDS Gaming Corporation (the "Company") consummated a merger with PDS Acquisition Sub, LLC effective as of October 22, 2004 (5:00 pm CDST) (the "Effective Time") and became a wholly-owned subsidiary of PDS Holding Co., Inc. As of the Effective Time, each outstanding share of the Company's common stock represented the right to receive: (i) a cash payment of $1.25 per share upon the consummation of the merger; and (ii) a nontransferable deferred cash payment right to receive $0.50 per share on each of the first three anniversaries of the closing of the merger, in each case without interest and less withholding taxes, if any (where such amounts may be prepaid subject to a net present value discount). As a result, Mr. Cleary is entitled to receive a total cash payment of $50,070.08 for his shares.
- [F2]Fully vested.
- [F3]Pursuant to the Agreement and Plan of Merger dated as of April 14, 2004, immediately prior to the Effective Time, each option to purchase shares of common stock, whether or not then exercisable or vested, became fully exercisable and vested. At the Effective Time, each option was cancelled, where, as consideration for the cancellation, holders of options are entitled to receive an amount equal to the product of: (i) the excess, if any, of $2.61 over the relevant exercise price; and (ii) the number of shares subject to the option (net of taxes, if any). As a result, Mr. Cleary is entitled to receive $5,500 and $3,920, respectively, for his options.
- [F4]Fully vested.
- [F5]Granted 05-14-1998; Exercisable in increments of one-fifth (3,000) beginning on 05-14-1999.
- [F6]Granted 06-30-1999; Exercisable in increments of one-fifth (10,000) beginning on 06-30-2000.
- [F7]Granted 06-30-1999; Exercisable in increments of one-fifth (5,000) beginning on 06-30-2000.
- [F8]Granted 02-28-2002; Exercisable in increments of one-fifth (2,000) beginning on 02-28-2003.
Documents
Issuer
PDS GAMING CORP
CIK 0000921438
Entity typeother
Related Parties
1- filerCIK 0001217592
Filing Metadata
- Form type
- 4
- Filed
- Oct 24, 8:00 PM ET
- Accepted
- Oct 25, 7:43 PM ET
- Size
- 20.1 KB