Attached files
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
Date
of Report (Date of earliest event reported): December 21, 2009
CENTURY
CASINOS, INC.
(Exact
Name of Registrant as specified in its charter)
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Delaware
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0-22290
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84-1271317
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
Number)
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2860
South Circle Drive, Suite 350, Colorado Springs, CO
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80906
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
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719-527-8300
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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 communication
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
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry Into a
Material Definitive Agreement.
On December 15, 2009, the
Company announced that its subsidiary Century Casinos Europe GmbH ("CCE")
entered into a definitive agreement to acquire 100% of the issued and
outstanding shares of Frank Sisson's Silver Dollar Ltd. ("FSSD") and 100% of the
issued and outstanding shares of EGC Properties Ltd. ("EGC") from Grant
Thornton Limited, as receiver and manager of EGC Holdings Ltd. ("Holdings"),
FSSD and EGC. FSSD and EGC collectively own and operate the Silver Dollar
Casino ("Silver Dollar") and related land in Calgary, Alberta, Canada. On
April 15, 2009 Holdings, FSSD, EGC and affiliated corporations
filed for protection from creditors under the Companies' Creditors Arrangement
Act (Canada) in Vancouver, Canada. On June 24, 2009, Grant Thornton
Limited was appointed by the courts of British Columbia, Canada as receiver and
manager of Holdings, FSSD and EGC, and of their respective operations and
assets. On December
21, 2009, Grant Thornton Limited obtained the Final Order and the Vesting Order
from the courts of British Columbia approving the terms of the
transaction.
The
Silver Dollar is a 93,000 square foot casino facility located on approximately
seven acres of land in Calgary. The casino facility includes 504 slot machines,
16 table games, 15 video lottery terminals, two restaurants, a lounge, a 5,000
square foot showroom, an 18,000 square foot convention center and a 38-lane
bowling alley.
The
transaction, which is expected to close in the first quarter of 2010, is subject
to customary closing conditions, including the receipt of necessary regulatory
and governmental approvals. The total consideration for the transaction is
$10,650,000 (USD) subject to adjustment for the closing date working capital of
FSSD and EGC. Payments will be made according to the following
schedule:
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A)
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$1,000,000
deposit was paid on November 6,
2009.
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B)
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$9,650,000
will be paid three business days after the satisfaction of customary
closing conditions including certain regulatory approvals (expected in the
first quarter of 2010).
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C)
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The
working capital amounts of FSSD and EGC, based on estimates prepared by
the receiver, will be paid to the receiver from CCE or to CCE from the
receiver at Closing depending on the estimated balance (expected in the
first quarter of 2010).
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D)
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Any
adjustment to the working capital as determined by CCE will either be paid
by CCE or reimbursed to CCE following
closing.
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This
summary of the terms of the purchase is qualified in its entirety by the text of
the Silver Dollar Purchase Agreement and related amendments, copies of which are
attached to this Form 8-K as exhibits 10.1-10.4 and are incorporated herein by
reference.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits
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Silver
Dollar Purchase Agreement dated as of November 6, 2009 by and between
Century Casinos Europe GmbH and Grant Thornton Limited in is capacity as
interim receiver and receiver and manager of EGC Holdings Ltd. and not in
its personal capacity.
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Amendment
No. 1 to Silver Dollar Purchase Agreement as of November 24, 2009 by and
between Century Casinos Europe GmbH and Grant Thornton Limited in is
capacity as interim receiver and receiver and manager of EGC Holdings Ltd.
and not in its personal capacity.
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Amendment
No. 2 to Silver Dollar Purchase Agreement as of November 30, 2009 by and
between Century Casinos Europe GmbH and Grant Thornton Limited in is
capacity as interim receiver and receiver and manager of EGC Holdings Ltd.
and not in its personal capacity.
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Amendment
No. 3 to Silver Dollar Purchase Agreement as of December 11, 2009 by and
between Century Casinos Europe GmbH and Grant Thornton Limited in is
capacity as interim receiver and receiver and manager of EGC Holdings Ltd.
and not in its personal capacity.
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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.
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Century
Casinos, Inc.
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(Registrant)
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Date: December
22, 2009
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By : /s/ Ray Sienko
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Ray
Sienko
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Chief
Accounting Officer
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