Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________________________
SCHEDULE
13D/A
(Amendment
No. 2)*
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Gaming
Partners International Corporation
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(Name
of Issuer)
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Common
Stock, $0.01 par value per share
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(Title
of Class of Securities)
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36467A107
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(CUSIP
Number)
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John
C. Jeppsen
Greenberg
Traurig, LLP
3773
Howard Hughes Parkway
Suite
400 North
Las
Vegas, Nevada 89169
Phone:
(702) 792-3773
Fax:
(702) 792-9002
|
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(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
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December
18, 2009
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(Date
of Event Which Requires Filing of This
Statement)
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If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box o.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP
NO. 36467A 107
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1.
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Names
of Reporting Persons. Gerard P. Charlier 1
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2.
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Check
the Appropriate Box if a Member of a Group (see Instructions)
(A) o
(B)
x
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3.
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SEC
Use Only
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4.
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Source
of Funds (see Instructions)
OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
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6.
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Citizenship
or Place of Organization
France
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Number
of Shares Beneficially Owned by Each Reporting Perso
n
With
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7.
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Sole
Voting Power
665,999
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8.
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Shared
Voting Power
0
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9.
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Sole
Dispositive Power
665,999
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10.
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Shared
Dispositive Power
0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
665,999
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||
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12.
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Check
if the Aggregate Amount In Row (11) Excludes Certain Shares (See
Instructions) o
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13.
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Percent
of Class Represented by Amount in Row 11
8.12%
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||
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14.
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Type
Of Reporting Person (See Instructions)
OO
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Page 2 of
5
CUSIP
NO. 36467A 107
This
Amendment No. 2 to Schedule 13D relating to shares of common stock, $0.01
par value per share (“GPIC Common Stock”), of Gaming Partners International
Corporation, a Nevada corporation ("GPIC") amends the Schedule 13D filed by
Gerard P. Charlier, an individual and a citizen of France (the "Reporting
Person"), with the Securities and Exchange Commission on September 18, 2002 and
amended March 31, 2005 (the "Existing 13D"), for the purpose of amending Item 2
(Identity and Background), Item 3 (Sources and Amount of Funds or Other
Consideration), Item 4 (Purpose of Transaction), Item 5 (Interest in Securities
of the Issuer), Item 6 (Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer) and Item 7 (Material to be Filed as
Exhibits). The information below supplements the information
previously reported. Each capitalized term used but not defined
herein has the meaning ascribed to such term in the Existing 13D.
Item
2.
Identity and Background.
Item 2(c) is hereby amended and supplemented by deleting it in its entirety and
replacing it with the following:
On
September 12, 2009, Mr. Charlier retired as an executive officer of GPIC,
including as Chief Executive Officer, President and Treasurer of GPIC and
as President of Gaming Partners International SAS, or GPI-SAS, as Chief
Executive Officer, President, Secretary and Treasurer of Gaming Partners
International USA, Inc., or GPI-USA, and as Sole Administrator of GPI
Mexicana, S.A. de C.V., or GPI-Mexicana, each a wholly-owned subsidiary of
GPIC. Mr. Charlier will continue to serve on the board of directors
of GPIC until May 5, 2010. The address of GPI-SAS is ZI Beaune
Savigny, 21200 Beaune, France. The address of GPI-USA is 1700 South
Industrial Road, Las Vegas, Nevada 89012. The address of GPI-Mexicana
is Transformacion Y, Dr. Samuel Ocana G, San Luis, R.C., Son., Mexico, Mexico
C.R. 83455.
Item
3.
Source
and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented to incorporate by reference the
amendment and supplement to Item 4 of this Schedule 13D.
Item
4.
Purpose of Transaction.
Item 4 is
hereby amended and supplemented, in pertinent part, by adding the following
information:
As
previously reported, on September 12, 2002, GPIC granted stock options to Mr.
Charlier to purchase an aggregate of 300,000 shares of GPIC Common Stock
pursuant to the terms and conditions of GPIC’s 1994 Long-Term Incentive Plan
(the “Plan”). On December 18, 2009, Mr. Charlier exercised the stock
options as to all 300,000 shares in accordance with the net exercise provision
under the Plan resulting in the acquisition by Mr. Charlier of 95,615 shares of
GPIC Common Stock. As a part of the net exercise, GPIC withheld
shares of GPIC Common Stock underlying the stock options to cover the exercise
price in the amount of $3.40 per share and the minimum statutory withholding
amount of $206,000. The fair market value of a share of GPIC Common
Stock at the close of business on the exercise date was $6.00.
Item
5.
Interest in Securities of the Issuer.
Item 5 is
hereby amended, in pertinent part, by the following:
(a)-(b)
On the date hereof, Mr. Charlier has the sole power to vote or to direct the
vote and to dispose or to direct the disposition of 665,999 shares of GPIC
Common Stock, or 8.12% of the outstanding shares of GPIC Common
Stock. The shares beneficially owned by Mr. Charlier include 703
shares held by Mr. Charlier’s spouse.
Page 3 of
5
CUSIP
NO. 36467A 107
Item
6. Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer.
Item 6 is
hereby amended and supplemented to incorporate by reference the amendment to
Item 4 of this Schedule 13D.
Item
7.
Material to be Filed as Exhibits.
Item 7 is
hereby amended and supplemented by adding at the end thereof the
following:
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2.5
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1994
Long-Term Incentive Plan, as amended July 29, 1996 (Incorporated by
reference to Annex A of GPIC’s Definitive Proxy Statement on Schedule 14A
(File No. 0-23588) filed on August 9,
2002).
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Page 4 of
5
CUSIP
NO. 36467A 107
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated:
April
14, 2010
/s/
Gerard P.
Charlier
Gerard
P. Charlier
Page 5 of
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