8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

December 15, 2017 (December 13, 2017)

Date of Report (Date of earliest event reported)

PLAYAGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-55119	46-3698600
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

5475 S. Decatur Blvd., Suite #100

Las Vegas, Nevada 89118

(Address of principal executive offices) (Zip Code)

(702) 722-6700

(Registrant’s telephone number, including area code)

AP Gaming Holdco, Inc.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective December 13, 2017, AP Gaming Holdco, Inc. (the “Company”) changed its state of incorporation from the State of Delaware to the State of Nevada (the “Conversion”) pursuant to a plan of conversion, dated December 13, 2017 (the “Plan of Conversion”). The Conversion was accomplished by the filing of (i) a certificate of conversion with the Secretary of State of the State of Delaware (the “Delaware Certificate of Conversion”) and (ii) articles of conversion (“Nevada Articles of Conversion”) and articles of incorporation (the “Nevada Articles”) with the Nevada Secretary of State. Pursuant to the Plan of Conversion, the Company also adopted new bylaws (the “Nevada Bylaws”).

The Conversion and Plan of Conversion were unanimously approved by the stockholders of the Company and the board of directors of the Company.

Upon the effectiveness of the Conversion:

• the legal name of the Company changed from AP Gaming Holdco, Inc. to PlayAGS, Inc.;

• the affairs of the Company ceased to be governed by the Delaware General Corporation Law, the Company’s existing certificate of incorporation and the Company’s existing bylaws, and the affairs of the Company became subject to the Nevada Revised Statutes, the Nevada Articles and the Nevada Bylaws;

• the resulting Nevada corporation (“AGS Nevada”) is a continuation of the Company previously incorporated in Delaware (“AGS Delaware”); assumes all rights, privileges, powers, causes of action and assets, and all debts, liabilities and duties of AGS Delaware; and continues with all of the rights, privileges, powers, causes of action and assets, and all debts, liabilities and duties of AGS Delaware;

• each outstanding share of each class or series of capital stock of AGS Delaware, and all treasury shares of AGS Delaware, were converted into and became an equal number of outstanding shares of such class or series of capital stock and treasury shares of AGS Nevada;

• the directors and officers of AGS Delaware remain the directors and officers of AGS Nevada;

• the Company will continue to file periodic reports and other documents with the Securities and Exchange Commission;

• the Conversion did not change the respective positions of the Company or stockholders under federal securities laws;

• shares of the Company’s common stock that were freely tradable prior to the Conversion continue to be freely tradable after the Conversion and shares of the Company’s common stock that were subject to restrictions prior to the Conversion continue to be subject to the same restrictions after the Conversion; for purposes of computing compliance with the holding period requirement of Rule 144 under the Securities Act of 1933, as amended, stockholders are deemed to have acquired the AGS Nevada common stock on the date they acquired their AGS Delaware common stock; and

• all of AGS Delaware’s employee benefit and incentive plans became AGS Nevada’s plans, and each option, equity award or other right issued under such plans was converted into an option, equity award or right to purchase or receive the same number of shares of AGS Nevada’s common stock, at the same price per share, upon the same terms and subject to the same conditions as before the Conversion. In addition, all of AGS Delaware’s employment agreements and other employee benefit arrangements became AGS Nevada’s employment agreements and employee benefit arrangements, upon the terms and subject to the conditions in effect at the time of the Conversion.

The foregoing descriptions of the Plan of Conversion, the Delaware Certificate of Conversion, the Nevada Articles of Conversion, the Nevada Articles and the Nevada Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan of Conversion, the Delaware Certificate of Conversion, the Nevada Articles of Conversion, the Nevada Articles and the Nevada Bylaws, copies of which are filed as Exhibits 2,1, 3.1, 3.2, 3.3 and 3.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company’s stockholders, acting by unanimous written consent, authorized the Conversion and adopted the Plan of Conversion, the Delaware Certificate of Conversion, the Nevada Articles of Conversion, the Nevada Articles and the Nevada Bylaws.

The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
2.1	Plan of Conversion, dated December 13, 2017
3.1	Certificate of Conversion, as filed with the Secretary of State of the State of Delaware on December 13, 2017
3.2	Articles of Conversion, as filed with the Secretary of State of the State of Nevada on December 13, 2017
3.3	Articles of Incorporation, as filed with the Secretary of State of the State of Nevada on December 13, 2017
3.4	Bylaws, effective December 13, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PLAYAGS, INC.
Date: December 15, 2017	By:	/s/ Kimo Akiona
		Name: Kimo Akiona
		Title: Chief Financial Officer, Chief Accounting Officer and Treasurer (Principal Financial and Accounting Officer)

EX-2.1

Exhibit 2.1

PLAN OF CONVERSION

OF

AP GAMING HOLDCO, INC.

AP Gaming Holdco, Inc., a Delaware corporation (the “Constituent Entity”), hereby sets forth its Plan of Conversion pursuant to the provisions of Nevada Revised Statutes (“NRS”) 92A.195:

1.    The name of the Constituent Entity is AP Gaming Holdco, Inc., the business address of which is 5475 S. Decatur Blvd., Ste #100, Las Vegas, NV 89118. The jurisdiction of the law that governs the Constituent Entity is the State of Delaware.

2.    The name of the resulting entity is PlayAGS, Inc. (the “Resulting Entity”), the business address of which will be 5475 S. Decatur Blvd., Ste #100, Las Vegas, NV 89118. The jurisdiction of the law that will govern the Resulting Entity is the State of Nevada.

3.    The parties shall cause the conversion of the Constituent Entity into the Resulting Entity (the “Conversion”) to be consummated by filing (i) with the office of the Secretary of State of the State of Delaware, a certificate of conversion (the “Certificate of Conversion”) in such form as is required by, and executed in accordance with, the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”) and (ii) with the office of the Secretary of State of the State of Nevada, articles of conversion (the “Articles of Conversion”) in such form as is required by, and executed in accordance with, the applicable provisions of the NRS. The date and time of such filing with the office of the Nevada Secretary of State or such later date and time as may be set forth in the Certificate of Conversion and the Articles of Conversion (which date and time and shall be within 90 days after the date of filing) shall be the effective date and time of the Conversion (the “Effective Time”).

4.    At the Effective Time, the Conversion shall have all of the effects set forth in and pursuant to the DGCL and the NRS, including the following:

For all purposes of Delaware law, in accordance with Section 266 of the DGCL:

(a) The Conversion of the Constituent Entity and the resulting cessation of its existence as a corporation of the State of Delaware pursuant to the Certificate of Conversion shall not be deemed to affect any obligations or liabilities of the Constituent Entity incurred prior to the Conversion or the personal liability of any person incurred prior to the Conversion, nor shall it be deemed to affect the choice of law applicable to the Constituent Entity with respect to matters arising prior to the Conversion;

(b) The Constituent Entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the Conversion shall not constitute a dissolution of the Constituent Entity;

(c) From and after the Effective Time, the Resulting Entity shall, for all purposes of the laws of the State of Delaware, be deemed to be the same entity as the Constituent Entity and all of the rights, privileges and powers of the Constituent Entity, and all property, real, personal and mixed, and all debts due to the Constituent Entity, as well as all other things and causes of action belonging to the Constituent Entity, shall remain vested in the Resulting Entity and shall be the property of the Resulting Entity, and the title to any real property vested by deed or otherwise in the Constituent Entity shall not revert or be in any way impaired by reason of the DGCL; but all rights of creditors and all liens upon any property of the Constituent Entity shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Entity shall remain attached to the Resulting Entity, and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as the Resulting Entity;

and

(d) The rights, privileges, powers and interest in property of the Constituent Entity, as well as the debts, liabilities and duties of the Constituent Entity, shall not be deemed, as a consequence of the Conversion, to have been transferred to the Resulting Entity for any purpose of the laws of the State of Delaware.

For all purposes of Nevada law, in accordance with NRS 92A.250(3):

(a) The Constituent Entity shall be converted into the Resulting Entity and governed by and subject to the law of the jurisdiction of the Resulting Entity;

(b) The Conversion shall be a continuation of the existence of the Constituent Entity;

(c) The title to all real estate and other property owned by the Constituent Entity shall be vested in the Resulting Entity without reversion or impairment;

(d) The Resulting Entity shall have all the liabilities of the Constituent Entity;

(e) A proceeding pending against the Constituent Entity may be continued as if the Conversion had not occurred or the Resulting Entity may be substituted in the proceeding for the Constituent Entity;

(f) An owner of the Resulting Entity shall remain liable for all the obligations of the Constituent Entity existing at the time of the Conversion to the extent the owner was liable before the Conversion; and

(g) The Constituent Entity shall not be required to wind up its affairs, pay its liabilities, distribute its assets or dissolve, and the Conversion shall not be deemed a dissolution of the Constituent Entity.

5.     The authorized capital stock of each of the Constituent Entity and the Resulting Entity consists of (a) 100 shares of voting common stock, par value $0.01 per share, (b) 30,000,000 shares of non-voting common stock, par value $0.01 per share and (c) 100,000 shares of preferred stock, par value $0.01 per share. At the Effective Time, by virtue of the Conversion, each outstanding share of each class or series of capital stock of the Constituent Entity, and all treasury shares of the Constituent Entity, shall be converted into and become an equal number of outstanding shares of such class or series of capital stock and treasury shares of the Resulting Entity.

6.     The Articles of Incorporation of the Resulting Entity are attached hereto as Exhibit A (the “Resulting Entity Articles”) and the Resulting Entity Articles shall continue in full force and effect until amended or amended and restated in the manner prescribed by the provisions of the NRS.

7.    The Bylaws of the Resulting Entity are attached hereto as Exhibit B (the “Resulting Entity Bylaws”).

8.    At the Effective Time, the directors and officers of the Constituent Entity shall be the directors and officers of the Resulting Entity until their respective successors have been duly qualified and elected in accordance with the Resulting Entity Articles and the Resulting Entity Bylaws or until their earlier death, disqualification, resignation or removal.

9.    Prior to the Effective Time, each of the officers of the Constituent Entity and, after the Effective Time, each of the officers of the Resulting Entity, is hereby authorized, empowered and directed to execute, deliver and make all filings and recordings and take all other actions necessary or appropriate to

effectuate the Conversion and carry out or otherwise put into effect the provisions of this Plan of Conversion, including giving any notices required to be given to all third parties.

10.    The Constituent Entity intends that this Plan of Conversion constitute the complete plan of conversion referred to in NRS 92A.105.

*         *         *        *         *

EXHIBIT A

Articles of Incorporation of Resulting Entity

[Attached]

EXHIBIT B

Bylaws of Resulting Entity

[Attached]

EX-3.1

Exhibit 3.1

STATE OF DELAWARE

CERTIFICATE OF CONVERSION

FROM A DELAWARE CORPORATION

TO A NON-DELAWARE ENTITY

PURSUANT TO SECTION 266 OF THE

GENERAL CORPORATION LAW

Conversion of AP Gaming Holdco, Inc., a Delaware corporation,

to PlayAGS, Inc., a Nevada corporation

AP Gaming Holdco, Inc., a Delaware corporation (the “Corporation”) does hereby certify that:

1.    The name of the Corporation is “AP Gaming Holdco, Inc.”

2.    The date of filing of its original certificate of incorporation with the Office of the Secretary of State of the State of Delaware is August 30, 2013.

3.    The jurisdiction to which the Corporation shall convert is the State of Nevada and the name under which the entity shall be known is “PlayAGS, Inc.”

4.    The conversion has been approved in accordance with Section 266 and Section 228 of the General Corporation Law of the State of Delaware.

5.    The Corporation may be served with process in the State of Delaware in any action, suit or proceeding for enforcement of any obligation of the Corporation arising while it was a corporation of the State of Delaware, and that it irrevocably appoints the Secretary of State of the State of Delaware as its agent to accept service of process in any such action, suit or proceeding.

6.    The address to which a copy of the process shall be mailed to by the Secretary of State of the State of Delaware is 5475 S. Decatur Blvd., Suite 100, Las Vegas, Nevada 89118.

7.    This Certificate of Conversion shall become effective on December 13, 2017 at 2:00 p.m. (Eastern time).

[signature page follows]

IN WITNESS WHEREOF, AP Gaming Holdco, Inc. has caused this Certificate of Conversion to be executed by its duly authorized officer on the 13th day of December, 2017.

/s/ David Lopez
Name:	David Lopez
Title:	CEO and President

EX-3.2

Exhibit 3.2

BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.govArticles of Conversion (PURSUANT TO NRS 92A.205) Page 1 Filed in the office of Document Number 20170524706-04 Barbara K. Cegavske State of Nevada Entity Number E0576682017-8 ABOVE SPACE IS FOR OFFICE USE ONLY USE BLACK INK ONLY - DO NOT HIGHLIGHT PLEASE NOTE: The charter document for the resulting entity must be submitted/filed simultaneously with the articles of conversion. Articles of Conversion (Pursuant to NRS 92A.205) Name and jurisdiction of organization of constituent entity and resulting entity: AP Gaming Holdco, Inc. Name of constituent entity Delaware [corporation Jurisdiction Entity type * and, Play AGS, Inc. Name of resulting entity Nevada Corporation Jurisdiction Entity type * A plan of conversion has been adopted by the constituent entity in compliance with the law of the jurisdiction governing the constituent entity. Location of plan of conversion: (check one) The entire plan of conversion is attached to these articles. The complete executed plan of conversion is on file at the registered office or principal place of business of the resulting entity. The complete executed plan of conversion for the resulting domestic limited partnership is on file at the records office required by NRS 88.330. corporation, limited partnership, limited-liability limited partnership, limited-liability company or business trust.

BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Articles of Conversion (PURSUANT TO NRS 92A.205) Page 2 USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the resulting entity In the conversion): Attn: do: If constituent entity is a foreign entity: must be signed by the constituent entity in the manner provided by the law governing it. * Pursuant to NRS 92A.205(4) if the conversion takes effect on a later date specified in the articles of conversion pursuant to NRS 92A.240, the constituent document filed with the Secretary of State pursuant to paragraph (b) subsection 1 must state the name and the jurisdiction of the constituent entity and that the existence of the resulting entity does not begin until the later date. This statement must be included within the resulting entity’s articles.

EX-3.3

Exhibit 3.3

BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Filed in the office of Document Number 20170524707-15 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Barbara K. Cegavske Filing Date and Time 12/13/2017/8:55AM Secretary of State 12/13/2017 8.55 AM State of Nevada Entity Number E0576682017-8 Articles of Incorporation (PURSUANT TO NRS CHAPTER 78) USE BLACK INK ONLY DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Corporation: PlayAGS, Inc. 2. Registered Agent for Service of Process: (check only one box) Commercial Registered Agent: |CSC Services Of Nevada, Inc. Noncommercial Registered Agent (name and address below) Office or Position with Entity (name and address below) OR Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity Nevada | Street Address City Zip Code Nevada Mailing Address (if different from street address) City Zip Code Authorized Number of Stock: (number of Number of shares shares corporation Is shares with Par value without authorized to issue) par value: 30,100,100 per share: $ 0.01 parvalue: Names and 1) David Sambur ‘ Addresses of the Name” Board of [5475 S. Decatur Blvd., Suite 100 Las Vegas NV 89118 Directors/Trustees: (each Director/Trustee Street Address; Clty State Zip Code must be a natural person 2) j Daniel Cohen at least 18 years of age; Name attach additional page if more than two 15475 S. Decatur Blvd., Suite 100 Las Vegasn NV 89118 dlrectors/tnjstees) Street AddressCity State Zip Code The purpose of the corporation shall be: to engage in any lawful act or activity for which corporations may be organized and incorporated under Nevada law. 5. Purpose: (optional; required only If Benefit Corporation status selected) 6. Benefit Corporation: (see instructions) Yes I declare, to the best of my knowledge under penalty of perjury, that the Information contained herein Is correct and acknowledge that pursuant to NRS 239.330, It Is a category C felony to knowingly offer any false or forged Instrument for filing In the Office of the Secretary of State. 7. Name, Address and Signature of incorporator: (attach additional page if more than one Incorporator) [Renee Blango-Michie Name Incorporator Signature Las Vegas City 89106 Zip Code NV State 100 North City Parkway, Suite 1600 Address 8. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity. 12/7/2017 Authorized Signature of Registered Agent or On Behalf of Rei Date This form must be accompanied by appropriate fees. (Attachment) Nevada Secretary of State NRS 78 Articles Revised: 1-5-16

ATTACHMENT TO

ARTICLES OF INCORPORATION

OF

PLAYAGS, INC.

The Articles of Incorporation of Play AGS, Inc., a Nevada corporation (the “Corporation”), consist of the articles set forth on the prior page and the additional articles set forth on this attachment as follows:

Article 3. Authorized Stock (continued)

Section 1.     Authorized Capital Stock. The total number of shares of stock which the Corporation shall be authorized to issue is 30,100,100 shares which shall consist of (a) 100 shares of voting Common Stock, par value $0.01 per share (the “Class A Common Stock”), (b) 30,000,000 shares of non-voting Common Stock, par value $0.01 per share (the “Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”) and (c) 100,000 shares of Preferred Stock, par value $0.01 per share (“Preferred Stock”).

Section 2.     Preferred Stock. The Board of Directors of the Corporation (the “Board”) is hereby expressly authorized to provide for the issuance of all or any shares of the Preferred Stock in one or more classes or series, to fix the number of shares constituting such series, and to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding) and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such distinctive designations, powers, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by a majority of the entire Board providing for the issuance of such class or series including, without limitation, the authority to provide that any such class or series may be (a) subject to redemption at such time or times and at such price or prices, (b) entitled to receive dividends (which may be cumulative or noncumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series, (c) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation, or (d) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of the Corporation at such price or prices or at such rates of exchange and with such adjustments, all as may be stated in such resolution or resolutions. Notwithstanding the foregoing, the rights of each holder of the Preferred Stock shall be subject at all times to compliance with all gaming and other statutes, laws, rules and regulations applicable to the Corporation and such holder at that time.

Section 3.     Common Stock.

(a) Economic Interest. Except as provided in this Article 3, Section 3, the Class A Common Stock shall have no economic rights or privileges, including rights in liquidation.

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(b) Dividends. The holders of Class A Common Stock shall have no right to receive dividends or any other distributions. Subject to the rights of holders of any Preferred Stock, when, as and if, dividends are declared on the Common Stock, whether payable in cash, in property or in securities of the Corporation, the holders of Class B Common Stock shall be entitled to share equally, share for share, in such dividends.

(c) Liquidation or Dissolution. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, holders of Class B Common Stock shall receive a pro rata distribution of any remaining assets after payment of or provision for liabilities and the liquidation preference on Preferred Stock, if any.

(d) Voting Rights. The holders of Class A Common Stock shall be entitled to one vote per share of Class A Common Stock on all matters to be voted on by the stockholders of the Corporation, and to the maximum extent permitted by the Nevada Revised Statutes (“NRS”), the holders of the Class B Common Stock shall have no right to vote on any matter to be voted on by the stockholders of the Corporation (including, without limitation, any election or removal of the directors of the Corporation and any matters for which a separate vote of the Class B Common Stock might otherwise be required by the NRS) and the Class B Common Stock shall not be included in determining the number of shares voting or entitled to vote on such matters. For the avoidance of doubt, the Class B Common Stock shall not be entitled to any right to vote on any matter whatsoever, and to the extent the NRS would nonetheless grant or otherwise permit any such right to vote (including, without limitation, pursuant to NRS 78.2055, 78.207 or 78.390), such right to vote is hereby specifically denied.

Section 4.     Consideration for Shares. The Common Stock and Preferred Stock authorized by this Article 3 shall be issued for such consideration as shall be fixed, from time to time, by the Board.

Section 5.     Assessment of Stock. The capital stock of the Corporation, after the amount of the subscription price has been fully paid in, shall not be assessable for any purpose, and no stock issued as fully paid shall ever be assessable or assessed. No stockholder of the Corporation is individually liable for the debts or liabilities of the Corporation.

Section 6.     Cumulative Voting for Directors. No stockholder of the Corporation shall be entitled to cumulative voting of his shares for the election of directors.

Section 7.     Preemptive Rights. No stockholder of the Corporation shall have any preemptive rights.

Article 4. Names and Addresses of Board of Directors (continued)

David Lopez—5475 S. Decatur Blvd., Suite 100, Las Vegas, NV 89118

*     *     *

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Article 9. No Written Ballot. Unless and except to the extent that the bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

Article 10. Bylaws. In furtherance and not in limitation of the powers conferred by law, the Board is expressly authorized and empowered to make, alter and repeal the bylaws of the Corporation by a majority vote at any regular or special meeting of the Board or by written consent, subject to the power of the stockholders of the Corporation to alter or repeal any bylaws made by the Board.

Article 10. Amendments to Articles. The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in these Articles of Incorporation (these “Articles”), and any other provisions authorized by the laws of the State of Nevada at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to these Articles in their present form or as hereafter amended are granted subject to the right reserved in this Article 10.

Article 11. Exculpation; Indemnification and Insurance.

Section 1.     Elimination of and Limitation on Liability. The liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the NRS. If the NRS are amended to further eliminate or limit or authorize corporate action to further eliminate or limit the liability of directors or officers, the liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the NRS, as so amended from time to time.

Section 2.     Indemnification and Insurance.

(a)     Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the NRS, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b)

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hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the NRS requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

(b)     Right of Claimant to Bring Suit. If a claim under paragraph (a) of this Section is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the NRS for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the NRS, nor an actual determination by the Corporation (including its Board, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(c)     Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of these Articles, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

(d)     Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the NRS.

Section 3.     Repeal and Conflicts. Any repeal or modification of any provision of this Article 11 approved by the stockholders of the Corporation shall be prospective only, and shall

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not adversely affect any limitation on the liability of a director or officer of the Corporation existing as of the time of such repeal or modification. In the event of any conflict between any provision of this Article 11 and any other article of these Articles, the terms and provisions of this Article 11 shall control.

Article 12. Compliance with New Jersey Gaming Laws. Notwithstanding anything to the contrary contained in these Articles, these Articles shall be deemed to include all provisions required by the New Jersey Casino Control Act, N.J.S.A. 5:12-1 et seq., as amended and as may hereafter be amended from time to time, and the attendant regulations promulgated thereunder (collectively, the “Casino Control Act”) and, to the extent that anything contained herein or in the bylaws of the Corporation is inconsistent with the Casino Control Act, the provisions of the Casino Control Act shall govern. All provisions of the Casino Control Act, to the extent required by law to be stated in these Articles, are herewith incorporated by reference.

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EX-3.4

Exhibit 3.4

BYLAWS

OF

PLAYAGS, INC.

(a Nevada corporation)

ARTICLE I

OFFICES

SECTION 1.     REGISTERED OFFICE — The registered office of PlayAGS, Inc. (the “Corporation”) shall be established and maintained at the office of the Corporation’s registered agent in the State of Nevada.

SECTION 2.     OTHER OFFICES — The Corporation may have other offices, either within or without the State of Nevada, at such place or places as the Board of Directors may from time to time select or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.     ANNUAL MEETINGS — Annual meetings of stockholders for the election of directors, and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Nevada, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. If the Board of Directors fails so to determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the Corporation on the first Tuesday in April. If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote in the election of directors shall elect a Board of Directors and the stockholders may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.     SPECIAL MEETINGS — Special meetings of the stockholders for any purpose or purposes may be called by the Chief Executive Officer, the President or the Secretary, or by resolution of the Board of Directors.

SECTION 3.     VOTING - Each stockholder entitled to vote in accordance with the terms of the Articles of Incorporation of the Corporation (as amended from time to time, the “Articles”) and these bylaws (as amended from time to time, these “Bylaws”) may vote in person or by proxy, but no proxy shall be voted after six months from its date unless such proxy provides for a longer period in accordance with the applicable provisions of the Nevada Revised Statutes (as amended from time to time, the “NRS”). If a quorum is present, and unless the Articles, these Bylaws, the NRS, or other applicable law provide for a different proportion, all elections for directors shall be decided by plurality vote and all other questions shall be decided by a majority of the votes cast at the meeting.

A complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is entitled to be present.

SECTION 4.     QUORUM — Except as otherwise required by law, by the Articles or these Bylaws, the presence, in person or by proxy, of stockholders holding shares constituting a majority of the voting power of the Corporation shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority of the voting power of the stockholders entitled to vote thereat, present in person or by proxy, shall have

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the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted that might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 5.     NOTICE OF MEETINGS — Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat, at his or her address as it appears on the records of the Corporation, not less than ten nor more than sixty days before the date of the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 6.     ACTION WITHOUT MEETING — Unless otherwise restricted by the Articles, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

SECTION 1.     NUMBER AND TERM — The business and affairs of the Corporation shall be managed under the direction of a Board of Directors which shall consist of not less than one person. The exact number of directors shall be fixed from time to time by the Board of Directors. Directors shall be elected at the annual meeting of stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify. A director need not be a stockholder. For so long as Apollo Investment Fund VIII, L.P. (“Apollo”), holds a direct or indirect interest in the Corporation (and/or any successor or assign), Apollo shall have the right to appoint at least one member of the Board of Directors, who, as of the date of the adoption of these Bylaws, are David B. Sambur and Daniel Cohen.

SECTION 2.     RESIGNATIONS — Any director may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chairman of the Board, the Chief Executive Officer, the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.     VACANCIES — If the office of any director becomes vacant, the remaining directors in the office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his or her successor shall be duly chosen. If the office of any director becomes vacant and there are no remaining directors, the stockholders, by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation, at a special meeting called for such purpose, may appoint any qualified person to fill such vacancy.

SECTION 4.     REMOVAL — Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of not less than two-thirds of the voting power entitled to vote for the election of directors, at an annual meeting or a special meeting called for the purpose, and the vacancy thus created may be filled, at such meeting, by the affirmative vote of holders of shares constituting a majority of the voting power of the Corporation.

SECTION 5.     COMMITTEES — The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation.

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Any such committee, to the extent provided in the resolution of the Board of Directors, or in these Bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

SECTION 6.     MEETINGS — The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent of all the Directors.

Regular meetings of the Board of Directors may be held without notice at such places and times as shall be determined from time to time by resolution of the Board of Directors.

Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer or the President, or by the Secretary on the written request of any director, on at least one day’s notice to each director (except that notice to any director may be waived in writing by such director) and shall be held at such place or places as may be determined by the Board of Directors, or as shall be stated in the call of the meeting.

Unless otherwise restricted by the Articles or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in any meeting of the Board of Directors or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 7.     QUORUM — A majority of the Directors shall constitute a quorum for the transaction of business. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned. The vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Articles or these Bylaws shall require the vote of a greater number.

SECTION 8.     COMPENSATION — Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 9.     ACTION WITHOUT MEETING — Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

ARTICLE IV

OFFICERS

SECTION 1.     OFFICERS — The officers of the Corporation shall be a Chief Executive Officer, a President, a Treasurer and a Secretary, all of whom shall be elected by the Board of Directors and shall hold office until their successors are duly elected and qualified. In addition, the Board of Directors may elect a Chairman of the Board as well as such Executive Vice Presidents, Vice Presidents, Assistant Secretaries and Assistant Treasurers as they may deem proper. Any number of the above offices may be held by the same person. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

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SECTION 2.     CHAIRMAN OF THE BOARD — The Chairman of the Board, if elected by the Board of Directors, shall have such powers and duties as may be prescribed by the Board of Directors. Such officer shall preside at all meetings of the Board of Directors.

SECTION 3.     CHIEF EXECUTIVE OFFICER — The Chief Executive Officer shall have the general powers and duties of supervision and management usually vested in the office of Chief Executive Officer of a corporation and perform such other duties as may be assigned to him or her by the Board of Directors. The Chief Executive Officer shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal of the Corporation to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 4.     PRESIDENT — The President shall be the Chief Operating Officer of the Corporation. He or she shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. The President shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 5.     EXECUTIVE VICE PRESIDENTS — Each Executive Vice President, if elected by the Board of Directors, shall have such powers and shall perform such duties as shall be assigned to him or her by the Chief Executive Officer, President or Board of Directors.

SECTION 6.     VICE PRESIDENTS — Each Vice President, if elected by the Board of Directors, shall have such powers and shall perform such duties as shall be assigned to him or her by the Chief Executive Officer, President, an Executive Vice President or Board of Directors.

SECTION 7.     TREASURER — The Treasurer shall be the Chief Financial Officer of the Corporation. He or she shall have the custody of the Corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He or she shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, the Chief Executive Officer or the President, taking proper vouchers for such disbursements. He or she shall render to the Chief Executive Officer, the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he or she shall give the Corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors shall prescribe.

SECTION 8.     SECRETARY — The Secretary shall give, or cause to be given, notice of all meetings of stockholders and of the Board of Directors and all other notices required by law or by these Bylaws, and in case of his or her absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chief Executive Officer or the President, or by the Board of Directors, upon whose request the meeting is called as provided in these Bylaws. He or she shall record all the proceedings of the meetings of the Board of Directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him or her by the Board of Directors, the Chief Executive Officer or the President. He or she shall have the custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors, the Chief Executive Officer or the President, and attest to the same.

SECTION 9.     ASSISTANT TREASURERS AND ASSISTANT SECRETARIES — Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Board of Directors.

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ARTICLE V

MISCELLANEOUS

SECTION 1.     CERTIFICATES OF STOCK — A certificate of stock shall be issued to each stockholder certifying the number of shares owned by such stockholder in the Corporation. Certificates of stock of the Corporation shall be of such form and device as the Board of Directors may from time to time determine.

SECTION 2.     LOST CERTIFICATES — A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or such owner’s legal representatives, to give the Corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

SECTION 3.     TRANSFER OF SHARES — The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the Board of Directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.     STOCKHOLDERS RECORD DATE — In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.     DISTRIBUTIONS — Subject to the provisions of the Articles, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare and pay distributions upon stock of the Corporation as and when they deem appropriate. Before declaring any distribution there may be set apart out of any funds of the Corporation available for dividends, such sum or sums as the Board of Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation.

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SECTION 6.     SEAL — The corporate seal, if any, of the Corporation shall be in such form as shall be determined by resolution of the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise imprinted upon the subject document or paper.

SECTION 7.     FISCAL YEAR — The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

SECTION 8.     CHECKS — All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.     NOTICE AND WAIVER OF NOTICE — Whenever any notice is required to be given under these Bylaws, personal notice is not required unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his or her address as it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by law. Whenever any notice is required to be given under the provisions of any law, or under the provisions of the Articles or these Bylaws, a waiver thereof, in writing and signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice.

ARTICLE VI

AMENDMENTS

These Bylaws may be altered, amended or repealed at any annual meeting of the stockholders (or at any special meeting thereof if notice of such proposed alteration, amendment or repeal to be considered is contained in the notice of such special meeting) by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation. Except as otherwise provided in the Articles, the Board of Directors may by majority vote of those present at any meeting at which a quorum is present alter, amend or repeal these Bylaws, or enact such other Bylaws as in their judgment may be advisable for the regulation and conduct of the affairs of the Corporation.

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