a6124415.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Name of
Issuer)
Common
Stock, no par value
(Title of
Class of Securities)
(CUSIP
Number)
Lyle
Berman
c/o
PokerTek, Inc.
1150 Crews
Road, Suite F
Matthews,
North Carolina 28105
With a
copy to:
Harold H.
Martin, Esq.
Martin
& Pritchett, P.A.
17115
Kenton Drive, Suite 202-A
Cornelius,
North Carolina 28031
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
(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 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 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).
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NAMES
OF REPORTING PERSONS
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1
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Lyle
Berman |
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a) o
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(b) o
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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)
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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)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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7
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SOLE
VOTING POWER
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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1,289,576
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8
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SHARED
VOTING POWER
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-0-
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9
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SOLE
DISPOSITIVE POWER
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1,289,576
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10
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SHARED
DISPOSITIVE POWER
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-0-
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,289,576
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.2
%
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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ITEM 1.
SECURITY AND ISSUER
This
Schedule 13D relates to the common stock, no par value, of PokerTek, Inc., a
North Carolina corporation (the “Company” or the “Issuer”). The address of the
Company’s principal executive office is 1150 Crews Road, Suite F, Matthews,
North Carolina 28105.
ITEM 2.
IDENTITY AND BACKGROUND
(a)-(c)
Lyle Berman, the person filing this Schedule 13D (the “Reporting Person”), is
the Chairman of the Board of PokerTek, Inc. (the “Issuer”). His
business address is 130 Cheshire Lane, Minnetonka,
MN 55305.
(d)-(e)
During the last five years, the Reporting Person has not been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(ii) party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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 violation with respect to such laws.
(f) The
Reporting Person is a citizen of the United States of America.
ITEM 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The
Reporting Person engaged in two transactions in late August, 2009 and early
September, 2009, the first of which increased his share ownership above 5% of
the Issuer’s issued and outstanding common stock, and the second of which
constituted a material acquisition within the meaning of Exchange Act Rule 13d-2
and would have required an amendment to a Schedule 13D filing. On
August 28, 2009, the Reporting Person acquired 328,947 shares of the Issuer’s
common stock in a private placement transaction at a price of $0.76 per share,
for a total investment of approximately $250,000. On September 10, 2009, the
Reporting Person converted indebtedness of the Issuer which he held in the
amount of $500,000 into 602,410 shares of common stock of the Issuer at a
conversion price of $0.83 per share. The combination of these two
transactions resulted in the Reporting Person owning a total of 1,289,576 shares
of the Issuer’s common stock, representing 9.2% of the 14,011,710 shares issued
and outstanding on December 11, 2009.
ITEM 4.
PURPOSE OF TRANSACTION
Pursuant
to the private placement transaction, the Reporting Person invested a total of
approximately $250,000 in the common stock of the Issuer. Pursuant to the debt
conversion transaction, the Reporting Person converted $500,000 of indebtedness
of the Issuer into common stock of the Issuer. The Reporting Person’s
debt conversion transaction was part of a larger transaction in which $1.2
million in indebtedness of the Issuer was converted into 1,445,784 shares of the
Issuer’s common stock by three debt holders. Both transactions by the Reporting
Person were intended to strengthen the balance sheet of the Issuer and improve
its cash flow. The Reporting Person may formulate other purposes,
plans or proposals relating to any of such securities of the Company to the
extent deemed advisable in light of market conditions, investment policies and
other factors.
Except as
indicated below, the Reporting Person has no current plans or proposals which
would relate to or would result in any of the matters described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN THE SECURITIES OF THE
ISSUER
(a), (b)
The Reporting Person is the trustee of the Lyle Berman Trust over which he has
sole voting and dispositive power and which owns 960,629 shares of the
Issuer. The beneficiaries of the Lyle Berman Trust are family members
of the Reporting Person. In addition, the Reporting Person is the
beneficial owner of 328,947 shares of the Issuer that are held by the Lyle
Berman IRA. He has sole voting and sole dispositive power over such
shares.
(c) The
following chart lists the Reporting Person’s acquisitions in the aggregate
during the 60 days prior to August 28, 2009 and since that date:
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Date
of Purchase
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Amount
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Price
per share
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8/20/09
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7,710
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$
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0.716
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8/28/09
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328,947
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$
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0.76
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9/01/09
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7,151
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$
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0.772
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9/10/09
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602,410
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$
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0.83
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10/15/09
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13,920
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$
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0.99
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(d), (e)
Not applicable.
ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE
ISSUER
The
Reporting Person has not entered into any contracts, arrangements,
understandings or relationships (legal or otherwise) with any other person with
respect to the securities of the Company, including, but not limited to,
transfer or voting of any securities of the Company, finder’s fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or losses or the giving or withholding of
proxies.
ITEM 7.
MATERIAL TO BE FILED AS EXHIBITS
None.
After
reasonable inquiry and to the best of his knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
Date:
December 18, 2009
/s/ Lyle Berman
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