Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - Rotate Black, Inc. | robk_ex991.htm |
| EX-10.6 - AGREEMENT WITH CATSKILLS GAMING AND DEVELOPMENT, LLC - Rotate Black, Inc. | robk_ex106.htm |
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
July
1, 2010
Date of
report (Date of earliest event reported)
Rotate
Black, Inc.
(Exact
Name of Registrant as Specified in its Charter)
|
Nevada
|
0-14039
|
75-3225181
|
||
|
(State
or Other Jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
||
|
of
Incorporation)
|
File
Number)
|
Identification
No.)
|
932
Spring Street, Suite 201
PETOSKEY,
MI 49770
(Address
of Principal Executive Offices) (Zip Code)
231/347-0777
(Registrant's
telephone number, including area code)
NOT
APPLICABLE
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications 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.
Rotate
Black, Inc. (the “Company”) on July 1, 2010, entered into an agreement with
Catskills Gaming and Development, LLC (“Catskills”), pursuant to which the
Company and its affiliate Rotate Black, LLC, agreed to sell to Catskills shares
of stock constituting 100% of the ownership of Rotate Black Gaming, Inc.
(“Gaming”), for aggregate consideration of $21 million (the
“Agreement”). According to the Agreement, the consideration is to be
paid in installments as follows:
|
|
(a)
|
$2
million on or before the first anniversary of the date of the opening for
business to the public of a gaming facility under a management agreement
between Catskills, as manager, and the Seneca Nation of Indians, in or
near the Counties of Ulster and Sullivan in the State of New York (the
“Opening Date”);
|
|
|
(b)
|
$2
million on the second anniversary of the Opening
Date;
|
|
|
(c)
|
$3.4
million on the third anniversary of the Opening
Date;
|
|
|
(d)
|
$3.4
million on the fourth anniversary of the Opening
Date;
|
|
|
(e)
|
$3.4
million on the fifth anniversary of the Opening
Date;
|
|
|
(f)
|
$3.4
million on the sixth anniversary of the Opening Date;
and
|
|
|
(g)
|
$3.4
million on the seventh anniversary of the Opening
Date.
|
In
connection with the transaction, Catskills has agreed to assume indebtedness of
Gaming and LLC, in the aggregate amount of $6.3 million.
The
Company expects to close the transaction on or before July, 16,
2010.
A copy of
the Agreement is filed herewith as Exhibit 10.6.
Item
9.01 Financial Statements and
Exhibits.
(d) Exhibits
|
Exhibit
No.
|
Description
|
|
|
10.6
|
Agreement
with Catskills Gaming and Development, LLC.
|
|
| 99.1 | Rotate Black, Inc. Sells Catskills Gaming Subsidiary | |
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.
|
Rotate
Black, Inc.
(Registrant)
|
|||
|
Date:
July 9, 2010
|
By:
|
/s/ JOHN
C. PAULSEN
|
|
|
Name: John
C. Paulsen
|
|||
|
Title: Chief
Executive Officer
|
|||