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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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).
CUSIP No. |
14756B102 |
1 | NAMES OF REPORTING PERSONS Global Cash Access Holdings, Inc. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | None | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 1,000 (See Item 5) | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | None | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
1,000 (See Item 5) | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
1,000 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
100% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
HC, CO |
Page 2 of 8
CUSIP No. |
14756B102 |
1 | NAMES OF REPORTING PERSONS Global Cash Access, Inc. |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | None | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 1,000 (See Item 5) | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | None | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
1,000 (See Item 5) | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
1,000 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
100% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
HC, CO |
Page 3 of 8
Page 4 of 8
(a)-(b).
|
As a result of the Merger, GCA is the owner of 1,000 shares of the Issuers common stock, which represents 100% of the authorized capital stock of the Issuer. Parent owns all of the capital stock of GCA, so it is also deemed to beneficially own 1,000 shares of the Issuers common stock. GCA and Parent share voting power and dispositive power over the shares of the Issuers common stock. | |
(c).
|
Neither Parent nor GCA, nor, to the knowledge of Parent or GCA, any person named in Annex A as transacted in Common Stock during the past sixty days. | |
(d) (e).
|
Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer. |
1. | Agreement and Plan of Merger, by and among Global Cash Access, Inc., Card Acquisition
Subsidiary, Inc. and Cash Systems, Inc., dated as of June 13, 2008, incorporated herein by
reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities
Exchange Commission by Global Cash Access Holdings, Inc. on June 19, 2008. |
Page 5 of 8
GLOBAL CASH ACCESS HOLDINGS, INC. |
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By: | /s/ Scott Betts | |||
Scott Betts | ||||
President and Chief Executive Officer | ||||
GLOBAL CASH ACCESS, INC. |
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By: | /s/ Scott Betts | |||
Scott Betts | ||||
President and Chief Executive Officer | ||||
Page 6 of 8
Principal Occupation | ||
Name | or Employment | |
Non-Executive Directors |
||
E. Miles Kilburn |
Private Investor | |
Charles J. Fitzgerald |
Managing Director, Summit Partners | |
Patrick Olson |
Managing Director, BlackRock, Inc. | |
Walter G. Kortschak |
Managing Director, Summit Partners | |
Geoff Judge |
Private Investor | |
Fred C. Enlow |
Director, Prudential Vietnam Finance Company Retired Group Executive Director, Standard Chartered Bank PLC | |
Executive Officers |
||
Scott Betts |
President and Chief Executive Officer of Global Cash Access Holdings, Inc. | |
George W. Gresham |
Executive Vice President and Chief Financial Officer of Global Cash Access Holdings, Inc. | |
Kathryn S. Lever |
Executive Vice President and General Counsel of Global Cash Access Holdings, Inc. | |
Kurt Sullivan |
Executive Vice President, Check Services and Central Credit of Global Cash Access Holdings, Inc. | |
Udai Puramsetti |
Executive Vice President, Operations of Global Cash Access Holdings, Inc. | |
Stephen Lazarus |
Executive Vice President, Sales of Global Cash Access Holdings, Inc. | |
Mari Ellis |
Executive Vice President, Technology and Development of Global Cash Access Holdings, Inc. |
Principal Occupation | ||
Name | or Employment | |
Non-Executive Directors |
||
E. Miles Kilburn |
Private Investor | |
Charles J. Fitzgerald |
Managing Director, Summit Partners | |
Patrick Olson |
Managing Director, BlackRock, Inc. | |
Walter G. Kortschak |
Managing Director, Summit Partners | |
Geoff Judge |
Private Investor | |
Fred C. Enlow |
Director, Prudential Vietnam Finance Company Retired Group Executive Director, Standard Chartered Bank PLC | |
Executive Officers |
||
Scott Betts |
President and Chief Executive Officer of Global Cash Access Holdings, Inc. |
Page 7 of 8
Principal Occupation | ||
Name | or Employment | |
George W. Gresham |
Executive Vice President and Chief Financial Officer of Global Cash Access Holdings, Inc. | |
Kathryn S. Lever |
Executive Vice President and General Counsel of Global Cash Access Holdings, Inc. | |
Kurt Sullivan |
Executive Vice President, Check Services and Central Credit of Global Cash Access Holdings, Inc. | |
Udai Puramsetti |
Executive Vice President, Operations of Global Cash Access Holdings, Inc. | |
Stephen Lazarus |
Executive Vice President, Sales of Global Cash Access Holdings, Inc. | |
Mari Ellis |
Executive Vice President, Technology and Development of Global Cash Access Holdings, Inc. |
Page 8 of 8