UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE13d-2(a)
(Amendment No. 1)
MONEY CENTERS OF AMERICA, INC.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
60936J 10 1
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(CUSIP Number)
Christopher M. Wolfington
c/o Money Centers of America, Inc.
700 South Henderson Road, Suite 325
King of Prussia, PA 19406
(610) 354-8888
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 15, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d 1(c), 13d-1(f) or 13d-1(g), check the
following box [_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
Page 1 of 6
CUSIP No. 60936J 10 1 13D Page 2 of 6 pages
________________________________________________________________________________
1. NAME OF REPORTING PERSON
Christopher M. Wolfington
________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
________________________________________________________
3. SEC USE ONLY
________________________________________________________
4. SOURCE OF FUNDS
00
________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
________________________________________________________
6. CITIZENSHIP OR PLACE OR ORGANIZATION
United States of America
________________________________________________________________________________
NUMBER OF SHARES 7. SOLE VOTING POWER 16,582,831
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH: ________________________________________________________
8. SHARED VOTING POWER 0
________________________________________________________
9. SOLE DISPOSITIVE POWER 16,582,831
________________________________________________________
10. SHARED DISPOSITIVE POWER 3,108,772(1)
________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 19,691,603(1)
________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.1%
________________________________________________________
14. TYPE OF REPORTING PERSON IN
________________________________________________________
__________________
(1) Includes shares of Common Stock owned indirectly through the 2003 Grantor
Retained Annuity Trust of Christopher M. Wolfington.
CUSIP No. 60936J 10 1 13D Page 3 of 6 pages
________________________________________________________________________________
Item 1. Security and Issuer.
This statement relates to shares of common stock, par value $.001 per
share ("Common Stock"), of Money Centers of America, Inc. (the "Issuer"). The
principal executive office address of the Issuer is 700 South Henderson Road,
Suite 325, King of Prussia, Pennsylvania 19406.
Item 2. Identity and Background.
(a) Christopher M. Wolfington is the person filing this report and is
hereinafter referred to as the "Reporting Person."
(b) The Reporting Person has a residential address at 2 South Winds
Lane, Malvern, PA 19355.
(c) The principal occupation of the Reporting Person is Chairman of the
Board of Directors, Chief Executive Officer and President of the Issuer.
(d) During the last five years, the Reporting Person was not convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a
party to any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
(f) The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
On October 15, 2004, the Issuer became the successor to iGames
Entertainment, Inc., the former parent company of the Issuer ("iGames"),
pursuant to the terms of a Merger Agreement dated as of August 10, 2004 (the
"Redomestication Merger Agreement"). Pursuant to the terms of the
Redomestication Merger Agreement, each issued and outstanding share of iGames'
common stock was converted into one share of the Issuer's Common Stock, each
issued and outstanding option to purchase a share of iGames' common stock was
converted into an option to purchase one share of Common Stock, each issued and
outstanding share of iGames' Series A Convertible Preferred Stock, par value
$.001 per share ("Series A Preferred Stock"), was converted into 11.5 shares of
the Issuer's Common Stock and certain issued and outstanding warrants to
purchase iGames common stock were converted into 1.15 shares of the Issuer's
Common Stock. Accordingly, Mr. Wolfington was issued 11,191,581 shares of the
Issuer's Common Stock in exchange for his iGames Series A Preferred Stock and
was issued 2,754,250 shares of the Issuer's Common Stock in exchange for his
warrants to purchase iGames' common stock. In addition, his 2,000 shares of
iGames common stock and his 2,635,000 stock options were converted into 2,000
shares of the Issuer's Common Stock and options to purchase 2,635,000 shares of
Common Stock. Pursuant to the terms of the Redomestication Merger Agreement, the
2003 Grantor Retained Annuity Trust of Christopher M. Wolfington was issued
3,108,772 shares of the Issuer's Common Stock in exchange for its iGames' Series
A Preferred Stock.
CUSIP No. 60936J 10 1 13D Page 4 of 6 pages
________________________________________________________________________________
Item 4. Purpose of Transaction.
The purpose of acquiring the Series A Preferred Stock and the Warrants
was to effect the merger with iGames. The purpose of the issuance and
acquisition of the Stock Options was to provide an incentive for the Reporting
Person to enter into an employment agreement with the iGames. The purpose of
acquiring the Common Stock was to effect the Redomestication Merger.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) See subparagraph (g).
(f) Not applicable.
(g) The Reporting Person voted to approve the Redomestication Merger
Agreement and caused iGames as the stockholder of the Issuer prior to
the Redomestication Merger, to approve the following amendments to
Issuer's Certuficate of Incorporation (the "Amendments"):
(i) increase of the Issuer's authorized Common Stock from
Twelve Million Five Hundred Thousand (12,500,000) shares to One Hundred
Fifty Million (150,000,000) shares;
(ii) increase of the Issuer's authorized Preferred Stock from
Five Million (5,000,000) to Twenty Million (20,000,000); and
(iii) addition of a provision that would require any
stockholder owning 5% or more of the issued and outstanding capital
stock of the Issuer to agree in writing to comply with certain rules
and regulations of any gaming authority which has jurisdiction over the
Issuer or its subsidiaries and permit the Issuer to redeem such
stockholder's shares if such stockholder's ownership of capital stock
of the Issuer may result or, when taken together with the holding of
shares of capital stock by any other holder of five percent (5%) or
more of the issued and outstanding capital stock of the Issuer, may
result, in the judgment of the board of directors, in (a) the
disapproval, modification, or non-renewal of any contract under which
Issuer or its subsidiaries has sole or shared authority to manage any
gaming operations, or (b) the loss or non-reinstatement of any license
or franchise from any governmental agency held by the Issuer or any of
its subsidiaries to conduct any portion of the business of the Issuer
or any of its subsidiaries, which license or franchise is conditioned
upon some or all of the holders of capital stock meeting certain
criteria.
CUSIP No. 60936J 10 1 13D Page 5 of 6 pages
________________________________________________________________________________
Other than as referred to above, the Reporting Person had no specific
plans or proposals that relate to or would result in: (1) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation involving
the Issuer or any of its subsidiaries; (2) a sale or transfer of a material
amount of assets of the Issuer or its subsidiaries; (3) any change in the
present Board of Directors or management of the Issuer; (4) any material change
in the present capitalization or dividend policy of the Issuer; (5) any other
material changes in the Issuer's corporate structure or business; (6) any
changes in the Issuer's charter, bylaws, or instruments corresponding thereto or
other actions which might impede the acquisition of control of the Issuer by any
person; (7) a class of securities of the Issuer ceasing to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (8) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to the Securities Exchange Act of 1934,
as amended; or (9) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person is the direct beneficial owner of 16,582,831
shares of Common Stock, which includes 13,947,831 shares of Common Stock owned
directly and 2,635,000 shares of Common Stock issuable upon exercise of Stock
Options. The Reporting Person is the indirect beneficial owner of 3,108,772
shares of Common Stock held by the 2003 Grantor Retained Annuity Trust of
Christopher M. Wolfington. Consequently, the Reporting Person beneficially owns
an aggregate total of 19,691,603 shares of Common Stock, or approximately 74.1%
of the Issuer's Common Stock, calculated in accordance with Rule 13d-3.
(b) The Reporting Person has sole dispositive power and sole voting
power over 13,947,831 shares of Common Stock, which includes shares of Common
Stock owned directly, and 2,635,000 shares of Common Stock issuable upon
exercise of his stock options. The Reporting Person has shared dispositive power
with respect to 3,108,772 shares of Common Stock held by the 2003 Grantor
Retained Annuity Trust of Christopher M. Wolfington. Matthew A. Taylor, trustee
of the 2003 Grantor Retained Annuity Trust of Christopher M. Wolfington, has
shared dispositive power with respect to these shares of Common Stock and has
sole voting power with respect to these shares of Common Stock.
(c) The Reporting Person has not effected any transactions in the
securities of the Issuer during the past sixty days except as set forth in Items
3 and 4 above.
(d) No person other than the Reporting Person has the right to receive
and the power to direct the receipt of dividends from, or the proceeds from the
sale of the shares of Common Stock owned of record by him.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to the Issuer.
Not applicable.
Item 7. Material to Be Filed as Exhibits.
None.
CUSIP No. 60936J 10 1 13D Page 6 of 6 pages
________________________________________________________________________________
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
DATE: October 22, 2004
By: /S/ CHRISTOPHER M. WOLFINGTON
-----------------------------
Christopher M. Wolfington