SEC Filing | The Stars Group Inc

Amaya Inc.

Date: June 22, 2015

/s/ Daniel Sebag

Daniel Sebag

Chief Financial Officer

View:

Download DOC

Download PDF

Download XLS

Form 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934

For the Month of June 2015

001-37403

(Commission File Number)

AMAYA INC.

(Translation of registrant’s name into English)

7600 Trans Canada Hwy.

Pointe-Claire, Quebec, Canada

H9R 1C8

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of

Form 20-F or Form 40-F.

Form 20-F ¨ Form 40-F þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by

Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by

Regulation S-T Rule 101(b)(7):

On June 22, 2015, Amaya Inc. (the “Company”) announced the results of the Annual and Special General Meeting (the “Meeting”) of its shareholders held in Montreal, Quebec, Canada on June 22, 2015. At the Meeting, the shareholders voted on the following matters, which were proposed as ordinary resolutions: (i) election of six directors to the board of directors of the Company (the “Board”); (ii) appointment of independent, external auditors of the Company and authorization of the Board to fix their remuneration; (iii) adoption of the Company’s new equity incentive plan and amendment of certain terms of the Company’s stock option plan to limit the number of shares reserved for issuance thereunder to the number of options currently issued and outstanding as of June 22, 2015; and (iv) extension of the expiry date of certain options granted under the Company’s stock option plan. All such resolutions were duly proposed and passed by the requisite majority of votes cast in person or by proxy. The Company filed a report of voting results on SEDAR at www.sedar.com and issued a news release announcing the results of each resolution. A copy of the report of voting results and news release are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

Also on June 22, 2015, the Company filed an insider trading report with the applicable securities authorities in Canada. A copy of the insider trading report is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

SIGNATURES

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

EXHIBIT INDEX


Exhibit No.		Description

99.1		Report of Voting Results of Amaya Inc., filed June 22, 2015

99.2		News Release, dated June 22, 2015

99.3		Insider Trading Report of Amaya Inc., filed June 22, 2015

EX-99.1

Exhibit 99.1

AMAYA INC.

(the “Corporation”)

REPORT OF VOTING RESULTS

(Pursuant to Section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations)

This report describes the matter voted upon and the outcome of the vote at the annual and special meeting of shareholders of the Corporation (the “Meeting”) held on June 22, 2015. The matters set out below are described in greater detail in the management information circular of the Corporation dated May 14, 2015 (the “Management Information Circular”).


Item Voted Upon		Result of Vote
1. Election of directors proposed in the Management information circular

David Baazov		• elected by the shareholders of the Corporation with 99.57% of the votes cast in favour and 0.43% of the votes withheld.

Daniel Sebag		• elected by the shareholders of the Corporation with 96.84% of the votes cast in favour and 3.16% of the votes withheld.

Gen. Wesley K. Clark		• elected by the shareholders of the Corporation with 99.18% of the votes cast in favour and 0.82% of the votes withheld.

Divyesh (Dave) Gadhia		• elected by the shareholders of the Corporation with 99.70% of the votes cast in favour and 0.30% of the votes withheld.

Harlan Goodson		• elected by the shareholders of the Corporation with 99.68% of the votes cast in favour and 0.32% of the votes withheld.

Dr. Aubrey Zidenberg		• elected by the shareholders of the Corporation with 98.11% of the votes cast in favour and 1.89% of the votes withheld.

		As such, each of the directors listed as nominees in the Management Information Circular were elected as directors of the Corporation until the next annual meeting of shareholders of the Corporation or until their respective successors are elected or appointed or they otherwise cease to hold office.



2. Appointment of Deloitte LLP as independent, external auditors of the Corporation for the ensuing year or until their successors are appointed and authorizing the directors to fix their remuneration (the “Resolution to Appoint Auditors”).		• The Resolution to Appoint Auditors was approved by the shareholders of the Corporation with approximately 100% of the votes cast in favour and approximately 0% of the votes withheld. As such, Deloitte LLP were appointed as independent, external auditors of the Corporation until the next annual meeting of shareholders of the Corporation or until their successors are appointed and the directors are authorized to fix their remuneration.

3. An ordinary resolution ratifying the adoption of a new equity incentive plan of the Corporation (the “New Equity Incentive Plan”) in the form set out at Schedule “D” of the Management Information Circular and amending certain terms of the existing stock option plan of the Corporation (the “Stock Option Plan”) to limit the number of shares issuable thereunder to the number of options outstanding thereunder as of the date of the Meeting (the “Resolution to Approve the New Equity Incentive Plan and Amend the Stock Option Plan”).		• The Resolution to Approve the New Equity Incentive Plan and Amend the Stock Option Plan was approved by shareholders of the Corporation with approximately 86% of the votes cast in favour and approximately 14% of the votes cast against. The New Equity Incentive Plan was adopted and amendments to the Stock Option Plan to limit the number of shares issuable thereunder to the number of options outstanding thereunder as of the date of the Meeting were approved.

4. An ordinary resolution approving amendments to the Stock Option Plan to extend the expiry date of options granted thereunder by 24 months (the “Ordinary Resolution to Amend the Stock Option Plan”). The Ordinary Resolution to Amend the Stock Option Plan is to be approved by a majority of the votes cast by shareholders of the Corporation entitled to vote at the Meeting, represented in person or by proxy, on a disinterested shareholder approval basis, by excluding the votes cast with respect to common shares of the Corporation beneficially owned by the insiders of the Corporation and their respective associates who hold options under the Stock Option Plan.		• The Ordinary Resolution to Amend the Stock Option Plan was approved by shareholders of the Corporation, with approximately 65% of all votes cast by disinterested shareholders of the Corporation, and approximately 35% of the votes cast against. Amendments to the Stock Option Plan to extend the expiry date of options outstanding thereunder by 24 months were approved.

DATED this 22^nd day of June 2015.


AMAYA INC.

By:		(s) Robert Mincoff
		Name: Robert Mincoff
		Title: Assistant Secretary

EX-99.2

Exhibit 99.2

Amaya Shareholders Approve Resolutions at Shareholder Meeting

MONTREAL, CANADA/June 22, 2015 - Amaya Inc. (“Amaya” or the “Corporation”)(TSX:AYA; NASDAQ:AYA) is pleased to announce that all resolutions considered at today’s annual and special meeting of shareholders (the “Meeting”) were approved by the Corporation’s shareholders (the “Shareholders”).

Resolutions approved by Shareholders present in person or represented by proxy at the Meeting were as follows:

•

All candidates proposed as directors were duly elected to the board of directors of the Corporation (the “Board”) by a majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting, as follows:


Name	For Number %				Withheld Number %
David Baazov		76,322,533	99.57	%		329,058	0.43	%
Daniel Sebag		74,227,792	96.84	%		2,423,799	3.16	%
Gen. Wesley Clark		76,022,866	99.18	%		628,725	0.82	%
Divyesh (David) Gadhia		76,424,854	99.70	%		226,737	0.30	%
Harlan Goodson		76,409,204	99.68	%		242,387	0.32	%
Dr. Aubrey Zidenberg		75,200,282	98.11	%		1,451,309	1.89	%

•

David Baazov, Daniel Sebag, Gen. Wesley Clark, Divyesh (David) Gadhia, Harlan Goodson and Dr. Aubrey Zidenberg were all re-elected to the Board for the ensuing year or until their successors are appointed.

•

Deloitte LLP was appointed as independent, external auditors of the Corporation for the ensuing year or until their successors are appointed, and the directors of the Corporation were authorized to fix their remuneration.

•

A new equity incentive plan of the Corporation was adopted and amendments to the existing stock option plan of the Corporation (the “SOP”) to limit the terms of shares issuable thereunder to the number of options currently outstanding thereunder as of the date of the Meeting was approved.

•

Amendments to the SOP to extend the expiry date of options outstanding thereunder by 24 months were also approved.

The resolutions are described in more detail in the Corporation’s Management Information Circular of the Corporation dated May 14, 2015.

ABOUT AMAYA

Amaya is a leading provider of technology-based solutions, products and services in the global gaming and interactive entertainment industries. Amaya owns gaming and related consumer businesses and brands including PokerStars, Full Tilt, the European Poker Tour, PokerStars Caribbean Adventure, Latin American Poker Tour and the Asia Pacific Poker Tour. These brands collectively form the largest poker business in the world, comprising online poker games and tournaments, live poker competitions, branded poker rooms in popular casinos in major cities around the world, and poker programming created for television and online audiences. PokerStars is the world’s most popular and successful online poker brand. Amaya also provides B2B interactive gaming solutions to the regulated gaming industry.

For further information:

For investor relations, please contact: Tim Foran, Tel: +1.416.545.1325, ir@amaya.com.

For media inquiries, please contact: Eric Hollreiser, Press@amaya.com.

EX-99.3

Exhibit 99.3

File insider report - Completed

The transaction has been reported.

Reported transactions for this session.


Insider: Amaya Inc.	Issuer: Amaya Inc.	Security: Common Shares

Transaction Number	2675252
Security designation	Common Shares
Opening balance of securities held	0

Date of transaction	2015-06-03
Nature of transaction	38 - Redemption, retraction, cancellation, repurchase
Number or value of securities acquired	100000
Unit price or exercise price	35.3547	Currency	Canadian Dollar

Closing balance of securities held	100000	Insider’s calculated balance
Filing date/time	2015-06-22 09:56:21

General remarks (if necessary to describe the transaction)