Amendment No.1 to Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SriyVIES9YY3nlI067RTA77LFHRTN08QkLuaTi3lWc0WYGInz1wE2QjeqIT27+rb +o34LY8l4EO0/8uYTKhAgw== 0001193125-06-042870.txt : 20060301 0001193125-06-042870.hdr.sgml : 20060301 20060301164424 ACCESSION NUMBER: 0001193125-06-042870 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20060301 DATE AS OF CHANGE: 20060301 GROUP MEMBERS: ARTHUR LEE LOMAX GROUP MEMBERS: ARTHUR LEE LOMAX 2005 GRANTOR RETAINED ANNUITY TRUST GROUP MEMBERS: CRAWFORD VENTURES, LLC GROUP MEMBERS: GHW ENTERPRISES, LLC GROUP MEMBERS: GINA D. SILVESTRI GROUP MEMBERS: JAMES CRAWFORD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POKERTEK INC CENTRAL INDEX KEY: 0001302177 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81341 FILM NUMBER: 06656294 BUSINESS ADDRESS: STREET 1: 1020 CREWS ROAD STREET 2: SUITE J CITY: MATTHEWS STATE: NC ZIP: 28106 BUSINESS PHONE: 7048490867 MAIL ADDRESS: STREET 1: 1020 CREWS ROAD STREET 2: SUITE J CITY: MATTHEWS STATE: NC ZIP: 28106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: White Gehrig H CENTRAL INDEX KEY: 0001340900 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 704-849-0860 X101 MAIL ADDRESS: STREET 1: C/O POKERTEK, INC. STREET 2: 1020 CREWS ROAD, SUITE J CITY: MATTHEWS STATE: NC ZIP: 28106 SC 13D/A 1 dsc13da.htm AMENDMENT NO.1 TO SCHEDULE 13D Amendment No.1 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Amendment No. 1

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)*

PokerTek, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

730864105

(CUSIP Number)

Gehrig H. White

c/o PokerTek, Inc.

1020 Crews Road, Suite J

Matthews, North Carolina 28106

(704) 849-0860

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 28, 2006

(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. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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).


CUSIP No. 730864105


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

	Gehrig H. White
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) x
3.	SEC Use Only


4.	Source of Funds (See Instructions)

	N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨


6.	Citizenship or Place of Organization

	U.S.


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power

		2,273,900
		8. Shared Voting Power

		0
		9. Sole Dispositive Power

		2,273,900
		10. Shared Dispositive Power

		0


11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	2,273,900
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨


13.	Percent of Class Represented by Amount in Row (11)

	24.0%
14.	Type of Reporting Person (See Instructions)

	IN


CUSIP No. 730864105


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

	GHW Enterprises, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) x
3.	SEC Use Only


4.	Source of Funds (See Instructions)

	N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨


6.	Citizenship or Place of Organization

	North Carolina


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power

		2,273,900
		8. Shared Voting Power

		0
		9. Sole Dispositive Power

		2,273,900
		10. Shared Dispositive Power

		0


11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	2,273,900
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨


13.	Percent of Class Represented by Amount in Row (11)

	24.0%
14.	Type of Reporting Person (See Instructions)

	OO


CUSIP No. 730864105


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

	Arthur Lee Lomax
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) x
3.	SEC Use Only


4.	Source of Funds (See Instructions)

	N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨


6.	Citizenship or Place of Organization

	U.S.


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power

		0
		8. Shared Voting Power

		485,400
		9. Sole Dispositive Power

		0
		10. Shared Dispositive Power

		485,400


11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	485,400
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨


13.	Percent of Class Represented by Amount in Row (11)

	5.1%
14.	Type of Reporting Person (See Instructions)

	IN


CUSIP No. 730864105


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

	Gina D. Silvestri
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) x
3.	SEC Use Only


4.	Source of Funds (See Instructions)

	N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨


6.	Citizenship or Place of Organization

	U.S.


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power

		0
		8. Shared Voting Power

		485,400
		9. Sole Dispositive Power

		0
		10. Shared Dispositive Power

		485,400


11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	485,400
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨


13.	Percent of Class Represented by Amount in Row (11)

	5.1%
14.	Type of Reporting Person (See Instructions)

	IN


CUSIP No. 730864105


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

	Arthur Lee Lomax 2005 Grantor Retained Annuity Trust
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) x
3.	SEC Use Only


4.	Source of Funds (See Instructions)

	N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨


6.	Citizenship or Place of Organization

	Georgia


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power

		485,400
		8. Shared Voting Power

		0
		9. Sole Dispositive Power

		485,400
		10. Shared Dispositive Power

		0


11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	485,400
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨


13.	Percent of Class Represented by Amount in Row (11)

	5.1%
14.	Type of Reporting Person (See Instructions)

	OO


CUSIP No. 730864105


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

	James Crawford
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) x
3.	SEC Use Only


4.	Source of Funds (See Instructions)

	N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨


6.	Citizenship or Place of Organization

	U.S.


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power

		1,423,900
		8. Shared Voting Power

		0
		9. Sole Dispositive Power

		1,423,900
		10. Shared Dispositive Power

		0


11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	1,423,900
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨


13.	Percent of Class Represented by Amount in Row (11)

	15.0%
14.	Type of Reporting Person (See Instructions)

	IN


CUSIP No. 730864105


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

	Crawford Ventures, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) x
3.	SEC Use Only


4.	Source of Funds (See Instructions)

	N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨


6.	Citizenship or Place of Organization

	North Carolina


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power

		1,423,900
		8. Shared Voting Power

		0
		9. Sole Dispositive Power

		1,423,900
		10. Shared Dispositive Power

		0


11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	1,423,900
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨


13.	Percent of Class Represented by Amount in Row (11)

	15.0%
14.	Type of Reporting Person (See Instructions)

	OO

CUSIP No. 730864105

The statement on Schedule 13D filed on January 31, 2006 relating to the common stock, no par value (the “Common Stock”) of PokerTek, Inc., a North Carolina Corporation (the “Company”) is hereby amended as set forth below by this Amendment No. 1 to the Schedule 13D. Except as amended herein, the initial Schedule 13D remains in full force and effect and shall be read together with this Amendment No. 1. Only those Items which are amended pursuant to this Amendment No. 1 are reported herein.

Item 2. Identity and Background

Item 2 of the statement on Schedule 13D is hereby amended and restated as follows:

(a)-(c), (f) This statement is being filed jointly by Gehrig H. White, GHW Enterprises, LLC, Arthur Lee Lomax, Gina D. Silvestri, Arthur Lee Lomax 2005 Grantor Retained Annuity Trust, James Crawford and Crawford Ventures, LLC (collectively, the “Filing Group”).

Gehrig H. White is a United States citizen whose business address is 1020 Crews Road, Suite J, Matthews, North Carolina 28106. Mr. White is the manager of and controls GHW Enterprises, LLC, a North Carolina limited liability company located at 6207 Glynmoor Lakes Drive, Charlotte, North Carolina 28277 and which is the beneficial owner of all 2,273,900 shares of the Common Stock reported in this statement. The principal business of GHW Enterprises is to hold Common Stock. Mr. White’s principal occupation is Chief Executive Officer of the Company, located at 1020 Crews Road, Suite J, Matthews, North Carolina 28106. The Company’s principal business is to develop and market the PokerPro™ system, an electronic poker table that provides a fully-automated poker-room environment to tribal casinos, commercial casinos and card clubs.

Arthur Lee Lomax is a United States citizen whose business address is 75 Carmel Lane, Columbus, North Carolina 28722. Mr. Lomax is co-trustee of Arthur Lee Lomax 2005 Grantor Retained Annuity Trust, a Georgia trust located at 2468 Peniel Road, Tryon, North Carolina 28782 and which is the beneficial owner of all 485,400 shares of the Common Stock reported in this statement. The principal business of Arthur Lee Lomax 2005 Grantor Retained Annuity Trust is to hold Common Stock. Mr. Lomax’s principal occupation is headmaster of Carolina Classical School, located at 75 Carmel Lane, Columbus, North Carolina 28722. The principal business of Carolina Classical School is to provide an interdenominational Christian education emphasizing academic, social, spiritual and physical values for students from pre-kindergarten age through the eighth grade.

Gina D. Silvestri is a United States citizen whose business address is Town Center, 28 South Main Street, West Hartford, Connecticut 06107. Ms. Silvestri is co-trustee of Arthur Lee Lomax 2005 Grantor Retained Annuity Trust, a Georgia trust located at 2468 Peniel Road, Tryon, North Carolina 28782 and which is the beneficial owner of all 485,400 shares of the Common Stock reported in this statement. The principal business of Arthur Lee Lomax 2005 Grantor Retained Annuity Trust is to hold Common Stock. Ms. Silvestri’s principal occupation is an attorney with Cummings & Lockwood LLC, located at Town Center, 28 South Main Street, West Hartford, Connecticut 06107. The principal business of Cummings & Lockwood LLC is to provide legal services.

James Crawford is a United States citizen whose business address is 1020 Crews Road, Suite J, Matthews, North Carolina 28106. Mr. Crawford is the manager of and controls Crawford Ventures, LLC, a North Carolina limited liability company located at 5237 Lancelot Drive, Charlotte, North Carolina 28270 and which is the beneficial owner of all 1,423,900 shares of the Common Stock reported in this statement. The principal business of Crawford Ventures, LLC is to hold Common Stock. Mr. Crawford’s principal occupation is President of the Company, located at 1020 Crews Road, Suite J, Matthews, North Carolina 28106. The Company’s principal business is to develop and market the PokerPro™ system, an electronic poker table that provides a fully-automated poker-room environment to tribal casinos, commercial casinos and card clubs.

Item 4. Purpose of the Transaction

Item 4 of the statement on Schedule 13D is hereby amended and restated as follows:

Each of Gehrig H. White, Arthur Lee Lomax and James Crawford are founders of the Company. For estate planning reasons Messrs. White, Lomax and Crawford have chosen to hold their shares of the Common Stock through GHW Enterprises, LLC, Arthur Lee Lomax 2005 Grantor Retained Annuity Trust and Crawford Ventures, LLC, respectively.

Mr. White is the Chief Executive Officer of the Company and Mr. Crawford is the President of the Company. Each of Messrs. White, Lomax and Crawford serve on the Company’s Board of Directors.

In the course of its business, the Company was introduced to representatives of Aristocrat. The Company and Aristocrat discussed the possibility of Aristocrat becoming a distributor of the Company’s products. During the course of these discussions, Aristocrat indicated its desire to acquire an ownership interest in the Company of at least ten percent (10%) of the issued and outstanding shares of Common Stock. The Company’s representatives indicated that the Company was not interested in issuing additional shares of Common Stock and thereby diluting the ownership interests of its existing shareholders.

Aristocrat and the Company discussed whether Aristocrat might be successful in purchasing shares of Common Stock from one or more of the Company’s existing shareholders. Subsequently, representatives of the Company introduced Aristocrat representatives to representatives of WPT Enterprises, Inc. (“WPTE”). Messrs. White, Lomax and Crawford also considered selling shares of Common Stock to Aristocrat in order to provide Aristocrat with the approximate 10% ownership interest in the Company that it desired in connection with becoming a distributor of the Company’s products.

According to a Current Report on Form 8-K filed by WPTE with the Securities and Exchange Commission on January 23, 2006, Aristocrat and WPTE executed a securities purchase agreement on January 20, 2006 pursuant to which Aristocrat agreed to purchase 630,000 shares of Common Stock, at a price per share equal to $9.03, subject to certain conditions. The purchase price of $9.03 was obtained by multiplying the total number of shares of Common Stock to be sold by WPTE by the weighted average closing price (weighted with reference to trading volume on each trading day) of the Common Stock on the NASDAQ National Market during the thirty (30) trading days immediately preceding January 20, 2006. It is the understanding of the Filing Group that the sale of these 630,000 shares of Common Stock was completed as of February 28, 2006. Also on January 20, 2006, the Company entered into an international distribution rights agreement with Aristocrat (the “Distribution Agreement”). The term of the Distribution Agreement is for a period of six months, beginning on the commencement date (January 20, 2006). The term of the Distribution Agreement will be automatically extended to ten years if Aristocrat enters into and completes one or more securities purchase agreements that provide for the purchase by Aristocrat of an aggregate of 946,800 shares (approximately 10%) of the issued and outstanding Common Stock. The shares of Common Stock purchased by Aristocrat from WPTE will count toward satisfying the total number of shares of Common Stock that must be purchased by Aristocrat in order to extend the term of the Distribution Agreement.

In order to facilitate the acquisition by Aristocrat of the additional shares of Common Stock needed to trigger the extension of the Distribution Agreement, Messrs. White, Lomax and Crawford negotiated with Aristocrat the sale of an aggregate of 316,800 shares of Common Stock held by GHW Enterprises, LLC, Arthur Lee Lomax 2005 Grantor Retained Annuity Trust and Crawford Ventures, LLC. As of February 28, 2006, each of GHW Enterprises, LLC, Arthur Lee Lomax 2005 Grantor Retained Annuity Trust and Crawford Ventures, LLC has executed a securities purchase agreement with Aristocrat and each has completed the sale to Aristocrat of 105,600 shares of Common Stock, respectively, pursuant to such securities purchase agreements.

The decision by Messrs. White, Lomax and Crawford to sell certain shares of Common Stock held by their respective estate planning entities to Aristocrat was made independent of the sale of Common Stock by WPTE to Aristocrat. Therefore, although the timing of Aristocrat’s purchases from WPTE and each of GHW Enterprises, LLC, Arthur Lee Lomax 2005 Grantor Retained Annuity Trust and Crawford Ventures, LLC is identical, each of the members of the Filing Group disclaims

membership in a group with each other and with WPTE pursuant to Rule 13d-5(b). In addition, since the only purpose of the Filing Group was to consider and negotiate potential sales of Common Stock to Aristocrat, the consummation of those sales shall be deemed to cause the disbandment of the Filing Group. The former members of the Filing Group have no current intention to act in concert with respect to any purchases or sales of shares of Common Stock and do not have any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of the instructions to this Item 4 of Schedule 13D. Any such intentions, plans or proposals that may arise in the future, if ever any, shall be set forth on a separate statement on Schedule 13D. The Filing Group is thus defunct as of February 28, 2006.

Item 5. Interest in Securities of the Issuer

Item 5 of the statement on Schedule 13D is hereby amended and restated as follows:

Gehrig H. White

(a)

Aggregate number of shares of Common Stock beneficially owned: 2,273,900

Percentage: 24.0%

(b)

Sole power to vote or direct the vote: 2,273,900

Shared power to vote or direct the vote: 0

Sole power to dispose or direct the disposition: 2,273,900

Shared power to dispose or direct the disposition: 0

(c)

As of February 28, 2006, GHW Enterprises, LLC, which is controlled by Mr. White, executed a securities purchase agreement with Aristocrat and, in conjunction therewith, completed the sale of 105,600 shares of Common Stock to Aristocrat in return for a cash sum of $959,523.84. The transaction was completed in New South Wales, Australia.

Mr. White has not effected any other transactions in the past sixty days with respect to the Common Stock.

(d)

None.

(e)

Not applicable.

GHW Enterprises, LLC

(a)

Aggregate number of shares of Common Stock beneficially owned: 2,273,900

Percentage: 24.0%

(b)

Sole power to vote or direct the vote: 2,273,900

Shared power to vote or direct the vote: 0

Sole power to dispose or direct the disposition: 2,273,900

Shared power to dispose or direct the disposition: 0

(c)

GHW Enterprises, LLC has not effected any other transactions in the past sixty days with respect to the Common Stock.

(d)

None.

(e)

Not applicable.

Arthur Lee Lomax

(a)

Aggregate number of shares of Common Stock beneficially owned: 485,400

Percentage: 5.1%

(b)

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote: 485,400

Sole power to dispose or direct the disposition: 0

Shared power to dispose or direct the disposition: 485,400

(c)

As of February 28, 2006, Arthur Lee Lomax 2005 Grantor Retained Annuity Trust, for which Arthur Lee Lomax and Gina D. Silvestri serve as co-trustees, executed a securities purchase agreement with Aristocrat and, in conjunction therewith, completed the sale of 105,600 shares of Common Stock to Aristocrat in return for a cash sum of $959,523.84. The transaction was completed in New South Wales, Australia.

On February 28, 2006, Mr. Lomax transferred all of his shares of Common Stock to Arthur Lee Lomax 2005 Grantor Retained Annuity Trust. Mr. Lomax and Gina D. Silvestri serve as co-trustees of Arthur Lee Lomax 2005 Grantor Retained Annuity Trust. The transaction was completed in Charlotte, North Carolina.

Neither Mr. Lomax, Ms. Silvestri nor Arthur Lee Lomax 2005 Grantor Retained Annuity Trust have effected any other transactions in the past sixty days with respect to the Common Stock.

(d)

None.

(e)

Not applicable.

Gina D. Silvestri

(a)

Aggregate number of shares of Common Stock beneficially owned: 485,400

Percentage: 5.1%

(b)

Sole power to vote or direct the vote: 485,400

Shared power to vote or direct the vote: 485,400

Sole power to dispose or direct the disposition: 0

Shared power to dispose or direct the disposition: 485,400

(c)

On February 28, 2006, Arthur Lee Lomax transferred all of his shares of Common Stock to Arthur Lee Lomax 2005 Grantor Retained Annuity Trust. Ms. Silvestri and Mr. Lomax serve as co-trustees of Arthur Lee Lomax 2005 Grantor Retained Annuity Trust. The transaction was completed in Charlotte, North Carolina.

Neither Mr. Lomax, Ms. Silvestri nor Arthur Lee Lomax 2005 Grantor Retained Annuity Trust have effected any other transactions in the past sixty days with respect to the Common Stock.

(d)

None.

Arthur Lee Lomax 2005 Grantor Retained Annuity Trust

(a)

Aggregate number of shares of Common Stock beneficially owned: 485,400

Percentage: 5.1%

(b)

Sole power to vote or direct the vote: 485,400

Shared power to vote or direct the vote: 0

Sole power to dispose or direct the disposition: 485,400

Shared power to dispose or direct the disposition: 0

(c)

On February 28, 2006, Arthur Lee Lomax transferred all of his shares of Common Stock to Arthur Lee Lomax 2005 Grantor Retained Annuity Trust. Arthur Lee Lomax and Gina D. Silvestri serve as co-trustees of Arthur Lee Lomax 2005 Grantor Retained Annuity Trust. The transaction was completed in Charlotte, North Carolina.

Neither Mr. Lomax, Ms. Silvestri nor Arthur Lee Lomax 2005 Grantor Retained Annuity Trust have effected any other transactions in the past sixty days with respect to the Common Stock.

(d)

None.

James Crawford

(a)

Aggregate number of shares of Common Stock beneficially owned: 1,423,900

Percentage: 15.0%

(b)

Sole power to vote or direct the vote: 1,423,900

Shared power to vote or direct the vote: 0

Sole power to dispose or direct the disposition: 1,423,900

Shared power to dispose or direct the disposition: 0

(c)

As of February 28, 2006, Crawford Ventures, LLC, which is controlled by Mr. Crawford, executed a securities purchase agreement with Aristocrat and, in conjunction therewith, completed the sale of 105,600 shares of Common Stock to Aristocrat in return for a cash sum of $959,523.84. The transaction was completed in New South Wales, Australia.

On December 1, 2005, Crawford Ventures, LLC, which is controlled by Mr. Crawford, redeemed the membership interests of five of its members, each of whom owned a 0.3022% membership interest in Crawford Ventures, LLC prior to the redemption. In payment for the redemption of such membership interests, Crawford Ventures, LLC transferred 5,000 shares of the Common Stock to each of the five former members whose membership interests were redeemed. The transactions were completed in Charlotte, North Carolina.

Neither Mr. Crawford nor Crawford Ventures, LLC have effected any other transactions in the past sixty days with respect to the Common Stock.

(d)

None.

(e)

Not applicable.

Crawford Ventures, LLC

(a)

Aggregate number of shares of Common Stock beneficially owned: 1,423,900

Percentage: 15.0%

(b)

Sole power to vote or direct the vote: 1,423,900

Shared power to vote or direct the vote: 0

Sole power to dispose or direct the disposition: 1,423,900

Shared power to dispose or direct the disposition: 0

(c)

On December 1, 2005, Crawford Ventures, LLC redeemed the membership interests of five of its members, each of whom owned a 0.3022% membership interest in Crawford Ventures, LLC prior to the redemption. In payment for the redemption of such membership interests, Crawford Ventures, LLC transferred 5,000 shares of the Common Stock to each of the five former members whose membership interests were redeemed. The transactions were completed in Charlotte, North Carolina.

Crawford Ventures, LLC has not effected any other transactions in the past sixty days with respect to the Common Stock.

(d)

None.

(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the statement on Schedule 13D is hereby amended and restated as follows:

Other than the Amended and Restated Joint Filing Agreement filed as Exhibit 1 to this Amendment No.1 to Schedule 13D, and otherwise as described below, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the members of the Filing Group and between such members of the Filing Group and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Each of Messrs. White, Lomax and Crawford has entered into an agreement with Feltl and Company (each, a “Lock-up Agreement”) that, for a period of 180 days from October 13, 2005, generally forbids them from offering, selling, assigning, transferring, pledging, contracting to sell or otherwise disposing of or hedging any shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock. Feltl and Company may, in its sole discretion, at any time without prior notice, release all or any portion of the shares of Common Stock from the restrictions in the Lock-up Agreements. With respect to the sales completed pursuant to the securities purchase agreements between Aristocrat and each of GHW Enterprises, LLC, Arthur Lee Lomax 2005 Grantor Retained Annuity Trust and Crawford Ventures, LLC, Feltl and Company has waived the restrictions on transfer with respect to the 105,600 shares of Common Stock being sold pursuant to each such securities purchase agreement and Aristocrat has agreed to be bound by the transfer restrictions in the Lock-up agreements.

Each of Messrs. White, Lomax and Crawford, through their estate planning entities GHW Enterprises, LLC, Arthur Lee Lomax 2005 Grantor Retained Annuity Trust and Crawford Ventures, LLC, respectively, executed a securities purchase agreement with Aristocrat as of February 28, 2006 and, in conjunction therewith, completed the sale of 105,600 shares of Common Stock to Aristocrat in return for a cash sum of $959,523.84. Each of the respective securities purchase agreements between Aristocrat and GHW Enterprises, LLC, Arthur Lee Lomax 2005 Grantor Retained Annuity Trust and Crawford Ventures, LLC, respectively, is attached to this Amendment No. 1 to Schedule 13D as Exhibits 2, 3 and 4, respectively.

The disclosure of the relationships between members of the Filing Group in Items 1 and 2 in both the original statement on Schedule 13D and this Amendment No. 1 is incorporated herein by reference. The disclosure in Item 4 regarding the negotiation and execution of securities purchase agreements with Aristocrat is also incorporated herein by reference.

Item 7. Material to be filed as Exhibits

Item 7 of the statement on Schedule 13D is hereby amended and restated as follows:


Exhibit No.		Description
1		Amended and Restated Joint Filing Agreement, dated February 28, 2006, by and among the members of the Filing Group, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

2		Stock Purchase Agreement, dated as of February 28, 2006, by and between Aristocrat International Pty. Limited and GHW Enterprises, LLC.

3		Stock Purchase Agreement, dated as of February 28, 2006, by and between Aristocrat International Pty. Limited and Arthur Lee Lomax 2005 Grantor Retained Annuity Trust.

4		Stock Purchase Agreement, dated as of February 28, 2006, by and between Aristocrat International Pty. Limited and Crawford Ventures, LLC.

CUSIP No. 730864105

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: February 28, 2006


GEHRIG H. WHITE

/s/ Gehrig H. White
Gehrig H. White

GHW ENTERPRISES, LLC

By:		/s/ Gehrig H. White
		Gehrig H. White, its Manager

JAMES CRAWFORD

/s/ James Crawford
James Crawford

CRAWFORD VENTURES, LLC

/s/ James Crawford
James Crawford, its Manager

ARTHUR LEE LOMAX

/s/ Arthur Lee Lomax
Arthur Lee Lomax

GINA D. SILVESTRI

/s/ Gina D. Silvestri
Gina D. Silvestri

ARTHUR LEE LOMAX 2005 GRANTOR RETAINED ANNUITY TRUST

By:		/s/ Arthur Lee Lomax
		Arthur Lee Lomax, Trustee

By:		/s/ Gina D. Silvestri
		Gina D. Silvestri, Trustee

CUSIP No. 730864105

EXHIBIT INDEX


Exhibit No.		Description
1		Amended and Restated Joint Filing Agreement, dated February 28, 2006, by and among the members of the Filing Group, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

2		Stock Purchase Agreement, dated as of February 28, 2006, by and between Aristocrat International Pty. Limited and GHW Enterprises, LLC.

3		Stock Purchase Agreement, dated as of February 28, 2006, by and between Aristocrat International Pty. Limited and Arthur Lee Lomax 2005 Grantor Retained Annuity Trust.

4		Stock Purchase Agreement, dated as of February 28, 2006, by and between Aristocrat International Pty. Limited and Crawford Ventures, LLC.

EX-1 2 dex1.htm AMENDED AND RESTATED JOINT FILING AGREEMENT Amended and Restated Joint Filing Agreement

Exhibit 1

AMENDED AND RESTATED JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D with respect to the common stock, no par value, of PokerTek, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. The undersigned further agree that any amendments to such statement on Schedule 13D shall be filed jointly on behalf of each of them without the necessity of entering into additional joint filing agreements.

The undersigned further agree that each party hereto is responsible for timely filing of such statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of this 28th day of February, 2006.


GEHRIG H. WHITE

/s/ Gehrig H. White
Gehrig H. White

GHW ENTERPRISES, LLC

By:		/s/ Gehrig H. White
		Gehrig H. White, its Manager

JAMES CRAWFORD

/s/ James Crawford
James Crawford

CRAWFORD VENTURES, LLC

/s/ James Crawford
James Crawford, its Manager

ARTHUR LEE LOMAX

/s/ Arthur Lee Lomax
Arthur Lee Lomax

GINA D. SILVESTRI

/s/ Gina D. Silvestri
Gina D. Silvestri

ARTHUR LEE LOMAX 2005 GRANTOR RETAINED ANNUITY TRUST

By:		/s/ Arthur Lee Lomax
		Arthur Lee Lomax, Trustee

By:		/s/ Gina D. Silvestri
		Gina D. Silvestri, Trustee

EX-2 3 dex2.htm STOCK PURCHASE AGREEMENT, DATED AS OF FEBRUARY 28, 2006 Stock Purchase Agreement, dated as of February 28, 2006

Exhibit 2

STOCK PURCHASE AGREEMENT

DATED AS OF FEBRUARY 28, 2006

BY AND BETWEEN

ARISTOCRAT INTERNATIONAL PTY. LIMITED

AND

GHW ENTERPRISES, LLC

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of this 28th day of February, 2006, by ARISTOCRAT INTERNATIONAL PTY. LIMITED (ABN 46 000 148 158), a company organized under the laws of Australia (“Buyer”), and GHW ENTERPRISES, LLC a North Carolina limited liability company (“Shareholder”). Capitalized terms not otherwise defined in the text of this Agreement shall have the meanings set forth in the Annexure concerning definitions.

WHEREAS, Shareholder is the holder of shares in PokerTek, Inc. (the “Company”) (the “Company’s Common Stock”)

WHEREAS, Buyer desires to purchase and Shareholder desires to sell upon the terms and conditions hereinafter set forth one hundred and five thousand six hundred (105,600) shares of the Company’s Common Stock (the “Shares”).

NOW, THEREFORE, for and in consideration of the premises and of the mutual agreements, representations, warranties, provisions and covenants herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

PURCHASE AND SALE OF SHARES

1.1.

Generally. Subject to the terms and conditions set forth in this Agreement, Buyer agrees to purchase and Shareholder agrees to sell, convey, assign, transfer and deliver to Buyer the Shares for the Purchase Price.

1.2.

Purchase Price. The purchase price (the “Purchase Price”) for the Shares shall be payable in United States dollars upon the Closing Date. The Purchase Price shall equal the product obtained by multiplying (x) the total number of the Shares by (y) the average daily closing price of the Company’s Common Stock on the Nasdaq National market during the thirty (30) consecutive trading days immediately preceding the 20^th day of January, 2006. The Parties agree that the Purchase Price payable on the Closing Date will be an amount of USD 959,523.84.

1.3

Payment of the Purchase Price. The Purchase Price shall be paid to the Shareholder in cash (the “Cash Payment”) by wire transfer of immediately available funds to accounts designated by Shareholder.

ARTICLE II

CLOSING

2.1.

Closing Date. The closing of the purchase and sale provided for herein (the “Closing”) shall take place on or before 5:00 p.m., North Carolina time, on 28 February, 2006 at the offices of the Company, or at such other place, time or date as may hereafter be mutually agreed upon in writing by the parties or as results from the provisions of this Agreement (the “Closing Date”).

2.2.

Action by Buyer. Subject to the terms and conditions herein contained, on the Closing Date, Buyer shall deliver to Shareholder, among the other deliveries required by this Agreement, in payment of the Purchase Price for the Shares, the Cash Payment.

2.3.

Action by Shareholder. Subject to the terms and conditions herein contained, on the Closing Date, Shareholder shall deliver to Buyer, among the other deliveries required by this Agreement, an assignment and bill of sale transferring the Share(the “Assignment and Bill of Sale”). Immediately following the Closing, Shareholder will take such actions as are necessary to cause the Company’s transfer agent to issue a stock certificate representing the Shares in the name of Buyer.

ARTICLE III

REPRESENTATIONS AS TO THE SHAREHOLDER

Shareholder hereby represents and warrants to Buyer that all of the following representations and warranties are true and correct on the date hereof and as of the Closing Date as though made on the Closing Date..

3.1.

Authorization. This Agreement has been duly executed and delivered by Shareholder and constitutes the valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms. Shareholder has full corporate power, capacity and authority to execute this Agreement, and all other agreements and documents contemplated hereby.

3.2.

Organization, Existence and Good Standing of the Shareholder. The Shareholder is a limited liability company duly organized, validly existing and in good standing under the laws of the state of North Carolina.

3.3.

Capital Stock of the Company. Shareholder owns the Shares free and clear of any Liens (excluding restrictions imposed by a certain Lock-Up Agreement between Shareholder and Feltl and Company). Shareholder is the lawful recorded and beneficial owner of the Shares. Upon the delivery of the Shares to Buyer, Buyer will acquire the beneficial and legal, valid, and indefeasible title to such Shares, free and clear of all Liens and restrictions on transfer except for restrictions on transfer pursuant to federal and state securities laws.

ARTICLE IV

REPRESENTATIONS OF BUYER

Buyer represents and warrants to Shareholder that all of the following representations and warranties set forth in this Agreement are true and correct at the time of the Closing.

4.1.

Due Organization. Buyer is duly organized, validly existing and in good standing under the laws of Australia, has the corporate power to own its properties and to carry on its business as now being conducted.

4.2.

Validity of Obligations. The execution and delivery of this Agreement by Buyer and the performance by Buyer of the transactions contemplated therein have been duly and

validly authorized by the Board of Directors of Buyer, and this Agreement has been duly and validly authorized by all necessary corporate action, duly executed and delivered at or prior to the Closing and shall be the legal, valid and binding obligations of Buyer, enforceable against it in accordance with its’ terms.

4.3.

Authorization. The representatives of Buyer executing this Agreement have the corporate authority to enter into and to bind Buyer to the terms of this Agreement. Buyer has the full legal right, power and authority to enter into this Agreement.

4.4.

Investment Representations.

(a)

Buyer is acquiring the Shares for investment for its own account and not with a view to, or for resale in connection with, the distribution thereof in contravention of securities laws.

(b)

Buyer’s knowledge and experience in financial and business matters are such that it is capable of evaluating the merits and risks of its acquisition of the Shares.

(c)

Buyer’s financial condition is such that it can afford to bear the economic risk of holding the Shares for an indefinite period of time and has adequate means for providing for its current needs and contingencies and to suffer a complete loss of its investment in the Shares.

(d)

Buyer is an “accredited investor” as defined in Rule 501 under the 1933 Act. Buyer has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares.

(e)

Buyer understands that (i) the Shares have not been registered under the 1933 Act or other applicable securities laws, (ii) the Shares may need to be held indefinitely, and the Buyer must continue to bear the economic risk of the investment in the Shares unless they are subsequently registered under the 1933 Act or an exemption from such registration is available, (iii) when and if the Shares may be disposed of without registration in reliance on Rule 144 promulgated under the 1933 Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, and Buyer may have to deliver an opinion of counsel to the Company reasonably acceptable to the Company in form, substance and scope to the effect that the Shares to be sold or transferred may be sold or transferred under an exemption from such registration, and (iv) if the Rule 144 exemption is not available, public sale without registration will require compliance with an exemption under the 1933 Act.

(f)

Buyer understands that the Shares are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Shareholder in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

(g)

Buyer understands that the Shares shall bear a restrictive legend in accordance with the requirements of the 1933 Act.

ARTICLE V

CONDITIONS PRECEDENT TO CLOSING

5.1.

Conditions Precedent to Buyer’s Obligation to Close. Buyer’s obligation to purchase the Shares pursuant to this Agreement and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):

(a)

Accuracy of Representations. Each of Shareholder’s representations and warranties in this Agreement , were accurate in all material respects as of the date of this Agreement, and are accurate in all material respects as of the Closing Date as if made on the Closing Date.

(b)

Shareholder’s Performance. All of the covenants and obligations that Shareholder is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), have been duly performed and complied with in all material respects. Each document required to be delivered pursuant to this Agreement and such other documents as Buyer may reasonably request for the purpose of facilitating the consummation or performance of this Agreement.

(c)

Consents. All consents, if any, required in connection with the consummation of this Agreement have been obtained and are in full force and effect.

(d)

Due Diligence Investigation. Buyer shall be completely satisfied, in its sole discretion, with its due diligence review of the operational, financial performance and forecasts of the Company and that the representations and warranties provided to Buyer pursuant to this Agreement are true and correct. Buyer will commence due diligence immediately upon execution of this Agreement and Shareholder shall procure that the Company shall fully cooperate with Buyer in connection with the conduct of the due diligence by Buyer. Buyer will complete the due diligence as soon as reasonably practicable and in any event, not later than 20 February, 2006. Buyer will notify Shareholder if Buyer considers the results of its due diligence review to be unsatisfactory.

(f)

Probity Checks. The Regulatory and Compliance Committee of Buyer and the executive management of Buyer shall be completely satisfied, in their sole discretion, with the results of such probity checks as Buyer, in its sole discretion, considers necessary to satisfy Buyer that there is no derogatory information in respect of Shareholder or the Company that will jeopardize Buyer’s operations or contemplated operations in the eyes of any governmental or regulatory agency.

5.2.

Conditions Precedent to Shareholder’s Obligation to Close Shareholder’s obligation to sell the Shares and to take the other actions required to be taken by Shareholder at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Shareholder in whole or in part):

(a)

Accuracy of Representations. Each of Buyer’s representations and warranties in this Agreement, was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date.

(b)

Buyer’s Performance. All of the covenants and obligations that Buyer is required to perform or to comply with pursuant to this Agreement at or prior to the Closing, and each of these covenants and obligations (considered individually), have been performed and complied with in all material respects. Buyer has made the closing deliveries pursuant to this Agreement and the cash payment required to be made pursuant to this Agreement.

ARTICLE VI

CLOSING DELIVERIES BY BUYER

6.1.

Closing Delivery by Buyer. At or prior to the Closing, Buyer shall deliver the following to Shareholder, (i) the Cash Payment, and (ii) this Agreement executed by the Buyer.

ARTICLE VII

CLOSING DELIVERIES OF SHAREHOLDER

At or prior to the Closing, Shareholder shall deliver the following to Buyer:

7.1.

Assignment and Bill of Sale. The Assignment and Bill of Sale.

7.2.

Consents and Approvals. All materially necessary consents of and filings with any Agency or any third party relating to the consummation of the transactions contemplated herein.

ARTICLE VIII

INDEMNIFICATION

8.1.

General Indemnity.

(a)

Shareholder hereby agrees to defend, indemnify and hold harmless Buyer and its directors, officers, employees, representatives, agents and attorneys (each, an “Indemnified Party”) from Buyer Losses caused by, resulting from or arising out of:

(i)

breaches of representations hereunder by Shareholder or failure by Shareholder to perform or otherwise fulfill any undertaking or other agreement or obligation hereunder, or to perform its’ covenants set forth in this Agreement or in any other agreement or document executed in connection with the transactions contemplated hereby;

(ii)

any and all actions, suits, proceedings, claims and demands incident to any of the foregoing or such indemnification.

(b)

Buyer agrees to defend, indemnify and hold harmless Shareholder from Shareholder Losses caused by, resulting from or arising out of:

(i)

breaches of representations hereunder by Buyer or failure by Buyer to perform or otherwise fulfill any undertaking or other agreement or obligation hereunder; or to perform its’ covenants set forth in this Agreement or in any other agreement or document executed in connection with the transactions contemplated hereby; and

(ii)

any and all actions, suits, proceedings, claims and demands incident to any of the foregoing or such indemnification.

ARTICLE IX

GENERAL

9.1.

Press Releases. Buyer shall be entitled to issue press releases or make any public statements or filings with respect to the transactions contemplated hereby, and Shareholder shall not issue any such press release or otherwise make any such public statement, filing or other communication without the prior consent of Buyer, except if such disclosure is required by law, in which case the Shareholder shall promptly provide Buyer with prior notice of such public statement, filing or other communication. The parties understand and acknowledge that Buyer, on one hand, and Shareholder together with other shareholders of the Company who are selling shares to Buyer, will have an obligation to make filings with the Securities and Exchange Commission with respect to the transfer of the Shares.

9.2.

Survival of Covenants, Agreements, Representations and Warranties.

(a)

Covenants and Agreements. All covenants and agreements made hereunder or pursuant hereto or in connection with the transactions contemplated hereby shall survive the Closing and shall continue in full force and effect thereafter according to their terms without limit as to duration.

(b)

Representations and Warranties. All representations contained herein shall survive the Closing and shall continue in full force and effect thereafter for a period of one (1) year from the Closing Date.

9.3.

Successors and Assigns. This Agreement and the rights of the parties hereunder may not be assigned or transferred without the written consent and shall be binding upon and shall inure to the benefit of the parties hereto, and the successors of Buyer.

9.4.

Entire Agreement. This Agreement (including the schedules, exhibits and annexes attached hereto) constitutes the entire agreement and understanding among Shareholder and Buyer, and supersedes any prior agreement and understanding relating to the subject matter of this Agreement.

9.5.

Further Assurances. The parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.]

9.6.

Counterparts. This Agreement may be executed simultaneously in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument.

9.7.

Brokers and Agents. Each party represents and warrants that it employed no broker or agent in connection with this transaction.

9.8.

Expenses. Each party shall bear its own costs, fees and expenses in connection with the preparation, negotiation, execution and performance of this Agreement.

9.9.

Notices. All notices of communication required or permitted hereunder shall be in writing and may be given by (a) depositing the same in United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (b) delivering the same in person to an officer or agent of such party or (c) sending a facsimile of the same with electronic confirmation of receipt.


(i)	If to Buyer, addressed to:	Aristocrat International Pty.Limited
		71 Longueville Rd.
		Lane Cove, NSW 2066
		Telephone 612 9413 6300
		Fax 612 9420 1326
		Attn: Bruce John Yahl, Company Secretary

(ii)	If to the Shareholder, addressed thereto at the address set forth on the signature page.

9.10.

GOVERNING LAW; CONSENT TO JURISDICTION This agreement shall be construed in accordance with the laws of the state of North Carolina. The parties hereto expressly consent and agree that any dispute, controversy, legal action or other proceeding that arises under, results from, concerns or relates to this agreement may be brought in the federal and state courts in and of the state of North Carolina and acknowledge that they will accept service of process by registered or certified mail or the equivalent directed to their last known address as determined by the other party in accordance with this agreement or by whatever other means are permitted by such courts. the parties hereto hereby acknowledge that said courts have jurisdiction over any such dispute or controversy, and that they hereby waive any objection to personal jurisdiction or venue in these courts or that such courts are an inconvenient forum.

9.11.

Exercise of Rights and Remedies. Except as otherwise provided herein, no delay of or omission in the exercise of any right, power or remedy accruing to any party as a result

of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

9.12.

Reformation and Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, then it shall, to the extent possible, be modified in such manner as to be valid, legal and enforceable but so as to most nearly retain the intent of the parties, and if such modification is not possible, then such provision shall be severed from this Agreement, and in either case the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

9.13.

Remedies Cumulative. No right, remedy or election given by any term of this Agreement shall be deemed exclusive but each shall be cumulative with all other rights, remedies and elections available at law or in equity.

9.14.

Specific Performance; Other Rights and Remedies. Each party recognizes and agrees that in the event the other party or parties should refuse to perform any of its or their obligations under this Agreement, the remedy at law would be inadequate and agrees that for breach of such provisions, each party shall, in addition to such other remedies as may be available to it at law or in equity, be entitled to seek injunctive relief and to enforce its rights by an action for specific performance to the extent permitted by applicable law. Each party hereby waives any requirement for security or the posting of any bond or other surety in connection with any temporary or permanent award of injunctive, mandatory or other equitable relief.

9.15.

Captions. The headings of this Agreement are inserted for convenience only, shall not constitute a part of this Agreement or be used to construe or interpret any provision hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


BUYER:

ARISTOCRAT INTERNATIONAL PTY. LIMITED

By:		/s/ Bruce John Yahl
Name:		Bruce John Yahl
Title:		Company Secretary

SHAREHOLDER:

GHW ENTERPRISES, LLC

By:		/s/ Gehrig H. White
Name:		Gehrig H. White
Title:		Manager
Address:		6207 Glynmoor Lakes Drive
		Charlotte, NC 28277
		Attn: Gehrig White

ANNEX I-DEFINITIONS

Definitions. In this Agreement, the following terms shall have the meanings set forth below unless the context requires otherwise:

“1933 Act” means the Securities Act of 1933, as amended.

“Applicable Law” means, with respect to any Person, property, transaction, event or other matter, any Law relating or applicable to such Person, property, transaction, event or other matter. Applicable Law also includes, where appropriate, any interpretation of the Law (or any part) by any Person having jurisdiction over it, or charged with its administration or interpretation.

“Assignment and Bill of Sale” has the meaning given in Section 2.3.

“Buyer Losses” means all damages (including, without limitation, amounts paid in settlement with the Shareholder’s consent, which consent may not be unreasonably withheld), losses, obligations, liabilities, claims, deficiencies, costs and expenses (including, without limitation, reasonable attorneys’ fees), penalties, fines, interest and monetary sanctions, including, without limitation, reasonable attorneys’ fees and costs incurred to comply with injunctions and other court orders, and other costs and expenses incident to any suit, action, investigation, claim or proceeding or to establish or enforce the rights of Buyer or such other persons to indemnification hereunder.

“Cash Payment” has the meaning given in Section 1.3

“Closing” has the meaning given in Section 2.1.

“Closing Date” has the meaning given in Section 2.1.

“Company Common Stock” has the meaning given in the Recitals.

“Law” means any law, including common law, rule, statute, regulation, order, judgment, decree, treaty or other requirement having the force of law.

“Lien” means any lien, mortgage, charge, hypothecation, pledge, security interest, prior assignment, marital dissolution obligation, option, warrant, lease, sublease, right to possession, encumbrance, claim, right or restriction which affects, by way of a conflicting ownership interest or otherwise, the right, title or interest in or to any particular property, but excluding any contract or license rights disclosed hereunder.

“Person” is to be broadly interpreted and includes an individual, a corporation, a limited liability company, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity.

“Shareholder Losses” means all damages (including, without limitation, amounts paid in settlement with Buyer’s consent, which consent may not be unreasonably withheld), losses, obligations, liabilities, claims, deficiencies, costs and expenses (including, without limitation, reasonable attorneys’ fees), penalties, fines, interest and monetary sanctions, including, without limitation, reasonable

attorneys’ fees and costs incurred to comply with injunctions and other court orders, and other costs and expenses incident to any suit, action, investigation, claim or proceeding or to establish or enforce the rights the Shareholders or such other persons entitled to indemnification hereunder.

“Shares” has the meaning given in the Recitals.

EX-3 4 dex3.htm STOCK PURCHASE AGREEMENT, DATED AS OF FEBRUARY 28, 2006 Stock Purchase Agreement, dated as of February 28, 2006

Exhibit 3

STOCK PURCHASE AGREEMENT

DATED AS OF FEBRUARY 28, 2006

BY AND BETWEEN

ARISTOCRAT INTERNATIONAL PTY. LIMITED

AND

ARTHUR LEE LOMAX 2005 GRANTOR RETAINED ANNUITY TRUST

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of this 28th day of February, 2006, by ARISTOCRAT INTERNATIONAL PTY. LIMITED (ABN 46 000 148 158), a company organized under the laws of Australia (“Buyer”), and ARTHUR LEE LOMAX 2005 GRANTOR RETAINED ANNUITY TRUST a North Carolina trust (“Shareholder”). Capitalized terms not otherwise defined in the text of this Agreement shall have the meanings set forth in the Annexure concerning definitions.

WHEREAS, Shareholder is the holder of shares in PokerTek, Inc. (the “Company”) (the “Company’s Common Stock”)

ARTICLE I

PURCHASE AND SALE OF SHARES

1.1.

1.2.

1.3

ARTICLE II

CLOSING

2.1.

2.2.

2.3.

Action by Shareholder. Subject to the terms and conditions herein contained, on the Closing Date, Shareholder shall deliver to Buyer, among the other deliveries required by this Agreement, an assignment and bill of sale transferring the Share (the “Assignment and Bill of Sale”). Immediately following the Closing, Shareholder will take such actions as are necessary to cause the Company’s transfer agent to issue a stock certificate representing the Shares in the name of Buyer.

ARTICLE III

REPRESENTATIONS AS TO THE SHAREHOLDER

3.1.

3.2.

Organization, Existence and Good Standing of the Shareholder. The Shareholder is a trust duly organized, validly existing and in good standing under the laws of the state of North Carolina.

3.3.

ARTICLE IV

REPRESENTATIONS OF BUYER

Buyer represents and warrants to Shareholder that all of the following representations and warranties set forth in this Agreement are true and correct at the time of the Closing.

4.1.

4.2.

Validity of Obligations. The execution and delivery of this Agreement by Buyer and the performance by Buyer of the transactions contemplated therein have been duly and validly authorized by the Board of Directors of Buyer, and this Agreement has been duly and validly authorized by all necessary corporate action, duly executed and delivered at or prior to the Closing and shall be the legal, valid and binding obligations of Buyer, enforceable against it in accordance with its’ terms.

4.3.

4.4.

Investment Representations.

(a)

Buyer is acquiring the Shares for investment for its own account and not with a view to, or for resale in connection with, the distribution thereof in contravention of securities laws.

(b)

Buyer’s knowledge and experience in financial and business matters are such that it is capable of evaluating the merits and risks of its acquisition of the Shares.

(c)

(d)

(e)

(f)

(g)

Buyer understands that the Shares shall bear a restrictive legend in accordance with the requirements of the 1933 Act.

ARTICLE V

CONDITIONS PRECEDENT TO CLOSING

5.1.

(a)

(b)

(c)

Consents. All consents, if any, required in connection with the consummation of this Agreement have been obtained and are in full force and effect.

(d)

(f)

5.2.

(a)

(b)

ARTICLE VI

CLOSING DELIVERIES BY BUYER

6.1.

Closing Delivery by Buyer. At or prior to the Closing, Buyer shall deliver the following to Shareholder, (i) the Cash Payment, and (ii) this Agreement executed by the Buyer.

ARTICLE VII

CLOSING DELIVERIES OF SHAREHOLDER

At or prior to the Closing, Shareholder shall deliver the following to Buyer:

7.1.

Assignment and Bill of Sale. The Assignment and Bill of Sale.

7.2.

Consents and Approvals. All materially necessary consents of and filings with any Agency or any third party relating to the consummation of the transactions contemplated herein.

ARTICLE VIII

INDEMNIFICATION

8.1.

General Indemnity.

(a)

(i)

(ii)

any and all actions, suits, proceedings, claims and demands incident to any of the foregoing or such indemnification.

(b)

Buyer agrees to defend, indemnify and hold harmless Shareholder from Shareholder Losses caused by, resulting from or arising out of:

(i)

(ii)

any and all actions, suits, proceedings, claims and demands incident to any of the foregoing or such indemnification.

ARTICLE IX

GENERAL

9.1.

9.2.

Survival of Covenants, Agreements, Representations and Warranties.

(a)

(b)

9.3.

9.4.

9.5.

9.6.

9.7.

Brokers and Agents. Each party represents and warrants that it employed no broker or agent in connection with this transaction.

9.8.

Expenses. Each party shall bear its own costs, fees and expenses in connection with the preparation, negotiation, execution and performance of this Agreement.

9.9.


(i)	If to Buyer, addressed to:	Aristocrat International Pty.Limited 71 Longueville Rd. Lane Cove, NSW 2066 Telephone 612 9413 6300 Fax 612 9420 1326 Attn: Bruce John Yahl, Company Secretary

(ii)	If to the Shareholder, addressed thereto at the address set forth on the signature page.

9.10.

9.11.

Exercise of Rights and Remedies. Except as otherwise provided herein, no delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

9.12.

9.13.

9.14.

9.15.

Captions. The headings of this Agreement are inserted for convenience only, shall not constitute a part of this Agreement or be used to construe or interpret any provision hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


BUYER:

ARISTOCRAT INTERNATIONAL PTY. LIMITED

By:		/s/ Bruce John Yahl
Name:		Bruce John Yahl
Title:		Company Secretary

SHAREHOLDER:

ARTHUR LEE LOMAX 2005 GRANTOR RETAINED ANNUITY TRUST

By:		/s/ Arthur Lee Lomax
Name:		Arthur Lee Lomax
Title:		Trustee
Address:		2468 Peniel Road,
		Tryon, NC 28782
Attn:		Arthur Lee Lomax

By:		/s/ Gina D. Silvestri
Name:		Gina D. Silvestri
Title:		Trustee

ANNEX I-DEFINITIONS

Definitions. In this Agreement, the following terms shall have the meanings set forth below unless the context requires otherwise:

“1933 Act” means the Securities Act of 1933, as amended.

“Assignment and Bill of Sale” has the meaning given in Section 2.3.

“Cash Payment” has the meaning given in Section 1.3

“Closing” has the meaning given in Section 2.1.

“Closing Date” has the meaning given in Section 2.1.

“Company Common Stock” has the meaning given in the Recitals.

“Law” means any law, including common law, rule, statute, regulation, order, judgment, decree, treaty or other requirement having the force of law.

“Shares” has the meaning given in the Recitals.

EX-4 5 dex4.htm STOCK PURCHASE AGREEMENT, DATED AS OF FEBRUARY 28, 2006 Stock Purchase Agreement, dated as of February 28, 2006

Exhibit 4

STOCK PURCHASE AGREEMENT

DATED AS OF FEBRUARY 28, 2006

BY AND BETWEEN

ARISTOCRAT INTERNATIONAL PTY. LIMITED

AND

CRAWFORD VENTURES, LLC

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of this 28th day of February, 2006, by ARISTOCRAT INTERNATIONAL PTY. LIMITED (ABN 46 000 148 158), a company organized under the laws of Australia (“Buyer”), and CRAWFORD VENTURES, LLC a North Carolina limited liability company (“Shareholder”). Capitalized terms not otherwise defined in the text of this Agreement shall have the meanings set forth in the Annexure concerning definitions.

WHEREAS, Shareholder is the holder of shares in PokerTek, Inc. (the “Company”) (the “Company’s Common Stock”)

ARTICLE I

PURCHASE AND SALE OF SHARES

1.1.

1.2.

1.3

ARTICLE II

CLOSING

2.1.

2.2.

2.3.

ARTICLE III

REPRESENTATIONS AS TO THE SHAREHOLDER

3.1.

3.2.

3.3.

ARTICLE IV

REPRESENTATIONS OF BUYER

Buyer represents and warrants to Shareholder that all of the following representations and warranties set forth in this Agreement are true and correct at the time of the Closing.

4.1.

4.2.

Validity of Obligations. The execution and delivery of this Agreement by Buyer and the performance by Buyer of the transactions contemplated therein have been duly and

4.3.

4.4.

Investment Representations.

(a)

Buyer is acquiring the Shares for investment for its own account and not with a view to, or for resale in connection with, the distribution thereof in contravention of securities laws.

(b)

Buyer’s knowledge and experience in financial and business matters are such that it is capable of evaluating the merits and risks of its acquisition of the Shares.

(c)

(d)

(e)

(f)

(g)

Buyer understands that the Shares shall bear a restrictive legend in accordance with the requirements of the 1933 Act.

ARTICLE V

CONDITIONS PRECEDENT TO CLOSING

5.1.

(a)

(b)

(c)

Consents. All consents, if any, required in connection with the consummation of this Agreement have been obtained and are in full force and effect.

(d)

(f)

5.2.

(a)

(b)

ARTICLE VI

CLOSING DELIVERIES BY BUYER

6.1.

Closing Delivery by Buyer. At or prior to the Closing, Buyer shall deliver the following to Shareholder, (i) the Cash Payment, and (ii) this Agreement executed by the Buyer.

ARTICLE VII

CLOSING DELIVERIES OF SHAREHOLDER

At or prior to the Closing, Shareholder shall deliver the following to Buyer:

7.1.

Assignment and Bill of Sale. The Assignment and Bill of Sale.

7.2.

Consents and Approvals. All materially necessary consents of and filings with any Agency or any third party relating to the consummation of the transactions contemplated herein.

ARTICLE VIII

INDEMNIFICATION

8.1.

General Indemnity.

(a)

(i)

(ii)

any and all actions, suits, proceedings, claims and demands incident to any of the foregoing or such indemnification.

(b)

Buyer agrees to defend, indemnify and hold harmless Shareholder from Shareholder Losses caused by, resulting from or arising out of:

(i)

(ii)

any and all actions, suits, proceedings, claims and demands incident to any of the foregoing or such indemnification.

ARTICLE IX

GENERAL

9.1.

9.2.

Survival of Covenants, Agreements, Representations and Warranties.

(a)

(b)

9.3.

9.4.

9.5.

9.6.

9.7.

Brokers and Agents. Each party represents and warrants that it employed no broker or agent in connection with this transaction.

9.8.

Expenses. Each party shall bear its own costs, fees and expenses in connection with the preparation, negotiation, execution and performance of this Agreement.

9.9.


(i)	If to Buyer, addressed to:	Aristocrat International Pty.Limited 71 Longueville Rd. Lane Cove, NSW 2066 Telephone 612 9413 6300 Fax 612 9420 1326 Attn: Bruce John Yahl, Company Secretary

(ii)	If to the Shareholder, addressed thereto at the address set forth on the signature page.

9.10.

9.11.

Exercise of Rights and Remedies. Except as otherwise provided herein, no delay of or omission in the exercise of any right, power or remedy accruing to any party as a result

9.12.

9.13.

9.14.

9.15.

Captions. The headings of this Agreement are inserted for convenience only, shall not constitute a part of this Agreement or be used to construe or interpret any provision hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


BUYER:

ARISTOCRAT INTERNATIONAL PTY. LIMITED

By:		/s/ Bruce John Yahl
Name:		Bruce John Yahl
Title:		Company Secretary

SHAREHOLDER:

CRAWFORD VENTURES, LLC

By:		/s/ James Crawford
Name:		James Crawford
Title:		Manager
Address:		5237 Lancelot Drive
		Charlotte, NC 28270

ANNEX I-DEFINITIONS

Definitions. In this Agreement, the following terms shall have the meanings set forth below unless the context requires otherwise:

“1933 Act” means the Securities Act of 1933, as amended.

“Assignment and Bill of Sale” has the meaning given in Section 2.3.

“Cash Payment” has the meaning given in Section 1.3

“Closing” has the meaning given in Section 2.1.

“Closing Date” has the meaning given in Section 2.1.

“Company Common Stock” has the meaning given in the Recitals.

“Law” means any law, including common law, rule, statute, regulation, order, judgment, decree, treaty or other requirement having the force of law.

“Shares” has the meaning given in the Recitals.

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