content: <PAGE>
  
                        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
  
  
         Date of Report (Date of earliest event reported)   July 22, 1999
                                                       -------------
  
                               SILICON GAMING, INC.
                               --------------------
  
  
                (Exact name of registrant as specified in charter)
  
  
          California                       0-28294             77-0357939
  ------------------------------           -------             ----------
  (State or other jurisdiction           (Commission          (IRS Employer
       of incorporation)                 File Number)       Identification No.)
  
  
    2800 W. Bayshore Road, Palo Alto, California                     94303
    --------------------------------------------                     -----
      (Address of principal executive offices)                     (Zip Code)
  
  
       Registrant's telephone number, including area code     (650) 842-9000
                                                              --------------
  
                                  Not applicable
                                  --------------
           (Former name or former address, if changed since last report)
  <PAGE>
  
  Item 5.  Other Events.
  
  On July 22, 1999, Silicon Gaming, Inc. (the "Company") announced that it has
  entered into a non-binding letter of intent with the holders of its $47.25
  million of outstanding Senior Discount Notes (the ``Notes'') to convert a
  portion of the Notes into equity and make various modifications to the terms of
  the remaining Notes.
  
  Under the letter of intent, $39.75 million of Notes would be exchanged for
  preferred stock that would be convertible into a 57% common equity interest in
  the Company. The terms of the remaining $7.5 million of outstanding Notes would
  be modified to reduce the interest rate from 12.5% to 10% per annum (effective
  July 15, 1999) and to provide for interest to be payable in kind, at the
  Company's option and subject to certain coverage ratio tests, for up to the
  first five (5) years following the effective date of the restructuring, at which
  time the Notes would mature.
  
  The Company previously announced on July 1, 1999 that it would not make the
  current interest payment on the Notes. Pursuant to the letter of intent, accrued
  and unpaid interest on the Notes remaining outstanding following the
  restructuring would be forgiven through July 15, 1999.
  
  The letter of intent also contemplates an additional investment by the holders
  of the Notes of up to $5.0 million in the form of convertible senior secured
  notes (the ``New Notes''). The New Notes would bear interest at the rate of 10%
  per annum, payable in cash, with a maturity of five (5) years. The $5.0 million
  of New Notes would be convertible into a 40% equity interest in the Company
  (subject to the issuance of additional employee equity incentives as described
  below). The New Notes would be issuable in tranches, with the first $2.0 million
  issued on the closing date of the restructuring. To the extent required by the
  Company, the remaining $3.0 million of New Notes would be issued upon the
  achievement of certain financial and operating hurdles.
  
  As part of the restructuring, the Company would allocate 38% of its equity as of
  the effective date to be issued as incentive compensation to employees. The
  Company's current equity holders, including all holders of options, warrants and
  convertible preferred stock, would own approximately 5% of the outstanding
  fully-diluted equity upon the effective date of the restructuring (prior to the
  issuance of any New Notes). Certain of the Company's currently outstanding
  warrants and convertible preferred stock have anti-dilution rights that may
  substantially reduce the portion of such equity interest that would be allocated
  to holders of common stock. As discussed above, $39.75 million of existing Notes
  would be convertible into the remaining 57% of the Company's outstanding equity
  as of the effective date of the restructuring (prior to the issuance of any New
  Notes). Upon issuance of any New Notes, the number of shares of common stock
  allocated to the employee incentive compensation pool would be increased so that
  the incentive pool would remain at 38% of the Company's equity after giving
  effect to the dilution of the conversion of the New Notes. In addition, upon
  closing of the restructuring, the Board of Directors would be reduced to three
  members, consisting of Andrew Pascal, the President and Chief Executive Officer
  of the Company, and two independent directors.
  <PAGE>
  
  The proposed restructuring is subject to a number of conditions, including
  receipt by the Company's board of directors of a ``fairness opinion'' from an
  investment banking firm, the receipt of all necessary gaming and regulatory
  approvals and the negotiation and execution of definitive documentation. There
  can be no assurance that the restructuring will be successfully implemented or
  that there will not be modifications to the restructuring terms.
  
  Item 7.  Financial Statements and Exhibits
  
           (c)  Exhibits.
  
                See Exhibit 99.1 (Press Release of Silicon Gaming, Inc.
                dated July 22, 1999) attached hereto.
  
  <PAGE>
  
                                    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 hereunto duly authorized.
  
                                      SILICON GAMING, INC.
  
  
  Date:  July 27, 1999                By: /s/ Andrew Pascal
                                         ----------------------------------
                                         Andrew Pascal
                                         President and Chief Executive Officer
  <PAGE>
  
                                   EXHIBIT INDEX
  
    Exhibit No.          Description
    -----------          ------------
  
       99.1              Press Release of Silicon Gaming, Inc. dated July 22,
                         1999.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 6246}]
metadata_filer: {"company-data": {"conformed-name": "SILICON GAMING INC", "cik": "0001013170", "assigned-sic": "7372", "irs-number": "770357939", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28294", "film-number": "99671357"}, "business-address": {"street1": "2800 WEST BAYSHORE", "city": "PALO ALTO", "state": "CA", "zip": "94303", "phone": "4158429000"}, "mail-address": {"street1": "2800 WEST BAYSHORE ROAD", "city": "PALO ALTO", "state": "CA", "zip": "94303"}}
text: 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
  
         Date of Report (Date of earliest event reported)   July 22, 1999
                                                       -------------
  
                               SILICON GAMING, INC.
                               --------------------
  
                (Exact name of registrant as specified in charter)
  
          California                       0-28294             77-0357939
  ------------------------------           -------             ----------
  (State or other jurisdiction           (Commission          (IRS Employer
       of incorporation)                 File Number)       Identification No.)
  
    2800 W. Bayshore Road, Palo Alto, California                     94303
    --------------------------------------------                     -----
      (Address of principal executive offices)                     (Zip Code)
  
       Registrant's telephone number, including area code     (650) 842-9000
                                                              --------------
  
                                  Not applicable
                                  --------------
           (Former name or former address, if changed since last report)
  Item 5.  Other Events.
  
  On July 22, 1999, Silicon Gaming, Inc. (the "Company") announced that it has
  entered into a non-binding letter of intent with the holders of its $47.25
  million of outstanding Senior Discount Notes (the ``Notes'') to convert a
  portion of the Notes into equity and make various modifications to the terms of
  the remaining Notes.
  
  Under the letter of intent, $39.75 million of Notes would be exchanged for
  preferred stock that would be convertible into a 57% common equity interest in
  the Company. The terms of the remaining $7.5 million of outstanding Notes would
  be modified to reduce the interest rate from 12.5% to 10% per annum (effective
  July 15, 1999) and to provide for interest to be payable in kind, at the
  Company's option and subject to certain coverage ratio tests, for up to the
  first five (5) years following the effective date of the restructuring, at which
  time the Notes would mature.
  
  The Company previously announced on July 1, 1999 that it would not make the
  current interest payment on the Notes. Pursuant to the letter of intent, accrued
  and unpaid interest on the Notes remaining outstanding following the
  restructuring would be forgiven through July 15, 1999.
  
  The letter of intent also contemplates an additional investment by the holders
  of the Notes of up to $5.0 million in the form of convertible senior secured
  notes (the ``New Notes''). The New Notes would bear interest at the rate of 10%
  per annum, payable in cash, with a maturity of five (5) years. The $5.0 million
  of New Notes would be convertible into a 40% equity interest in the Company
  (subject to the issuance of additional employee equity incentives as described
  below). The New Notes would be issuable in tranches, with the first $2.0 million
  issued on the closing date of the restructuring. To the extent required by the
  Company, the remaining $3.0 million of New Notes would be issued upon the
  achievement of certain financial and operating hurdles.
  
  As part of the restructuring, the Company would allocate 38% of its equity as of
  the effective date to be issued as incentive compensation to employees. The
  Company's current equity holders, including all holders of options, warrants and
  convertible preferred stock, would own approximately 5% of the outstanding
  fully-diluted equity upon the effective date of the restructuring (prior to the
  issuance of any New Notes). Certain of the Company's currently outstanding
  warrants and convertible preferred stock have anti-dilution rights that may
  substantially reduce the portion of such equity interest that would be allocated
  to holders of common stock. As discussed above, $39.75 million of existing Notes
  would be convertible into the remaining 57% of the Company's outstanding equity
  as of the effective date of the restructuring (prior to the issuance of any New
  Notes). Upon issuance of any New Notes, the number of shares of common stock
  allocated to the employee incentive compensation pool would be increased so that
  the incentive pool would remain at 38% of the Company's equity after giving
  effect to the dilution of the conversion of the New Notes. In addition, upon
  closing of the restructuring, the Board of Directors would be reduced to three
  members, consisting of Andrew Pascal, the President and Chief Executive Officer
  of the Company, and two independent directors.
  The proposed restructuring is subject to a number of conditions, including
  receipt by the Company's board of directors of a ``fairness opinion'' from an
  investment banking firm, the receipt of all necessary gaming and regulatory
  approvals and the negotiation and execution of definitive documentation. There
  can be no assurance that the restructuring will be successfully implemented or
  that there will not be modifications to the restructuring terms.
  
  Item 7.  Financial Statements and Exhibits
  
           (c)  Exhibits.
  
                See Exhibit 99.1 (Press Release of Silicon Gaming, Inc.
                dated July 22, 1999) attached hereto.
  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 hereunto duly authorized.
  
                                      SILICON GAMING, INC.
  
  Date:  July 27, 1999                By: /s/ Andrew Pascal
                                         ----------------------------------
                                         Andrew Pascal
                                         President and Chief Executive Officer
  EXHIBIT INDEX
  
    Exhibit No.          Description
    -----------          ------------
  
       99.1              Press Release of Silicon Gaming, Inc. dated July 22,
                         1999.