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): October
14, 2010
FLORIDA
GAMING CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
|
0-9099
|
59-1670533
|
(State
or other jurisdiction
|
(Commission
File No.)
|
(I.R.S.
Employer
|
of
incorporation)
|
Identification
No.)
|
3500
NW 37th
Avenue, Miami, FL 33142
|
(Address
of principal executive offices) (Zip
code)
|
(502) 589-2000
(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
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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))
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Item
1.01. Entry into a Material Definitive Agreement
On
October 14, 2010, Florida Gaming Centers, Inc. (“Centers”), a Florida
corporation and wholly owned subsidiary of Florida Gaming Corporation (the
“Registrant”), a Delaware corporation, entered into and consummated a
Partnership Interest Purchase Agreement (the “Purchase Agreement”) with West
Flagler Associates, Ltd. (“Flagler”), a Florida limited partnership, pursuant to
which Centers sold and assigned to Flagler its entire twenty-one percent (21%)
interest (the “Partnership Interest”) in Summer Jai Alai, a Florida general
partnership. Summer Jai Alai owns a summer pari-mutuel permit and is authorized
to conduct pari-mutuel wagering at the Miami Jai Alai fronton and facility (the
“Facility”). Centers owns a permit to conduct live gaming activities at the
Facility.
The
consideration for the Partnership Interest consisted of: (i) cash consideration
in the amount of Two Million Dollars ($2,000,000) (the “Cash Consideration”);
and (ii) forgiveness of certain debt owed by Centers to Flagler and assumption
by Flagler of certain of Centers’ other debt obligations, as described below
(the “Debt Forgiveness and Assumption”).
The Cash
Consideration was comprised of: (a) $963,000 (the “Escrow Amount”) which was
placed in an escrow account and will be distributed to Centers after completion
of repairs to the Facility’s roof (the “Roof Repairs”), the cost of which is
payable by Centers; and, (b) $982,407.74, which constituted $1,037,000 less
$54,592.26 paid by Flagler directly to certain of Centers’ creditors at
closing.
The Debt
Forgiveness and Assumption was comprised of: (x) the forgiveness by Flagler of
$416,666.48, which amount constituted the principal that Centers owed to Flagler
on a promissory note in the original principal amount of $833,333 dated as of
January 31, 2005 made by Centers in favor of Flagler and Calder Race Course,
Inc. (“Calder”), a Florida corporation (the “Flagler/Calder Note”); (y) the
assumption by Flagler of $416,666.48, which amount constituted the principal
amount of the Flagler/Calder Note that Centers owed to Calder; and, (z) the
assumption by Flagler of $84,916.59 which amount constituted the total accrued
and unpaid interest on the Flagler/Calder Note.
Payment
of the Escrow Amount is subject to the terms of both the Purchase Agreement and
an escrow agreement among Centers, Flagler and a third-party escrow
agent. Pursuant to these agreements, the Escrow Amount will be paid
to Centers upon completion of the Roof Repairs, subject to certain conditions.
Pursuant to the Purchase Agreement, the Roof Repairs must be completed by
December 31, 2010.
The
Purchase Agreement grants to Flagler the non-exclusive right to conduct
post-closing due diligence of Seller, the Facility and the MJA Permit to
determine the feasibility of converting the Facility into a licensed slot
machine facility.
The Purchase Agreement contains representations and warranties of the parties and other terms and conditions that are customary in the industry.
Item
2.01. Completion of Acquisition or Disposition of
Assets.
The
information in Item 1.01, above, is incorporated into this Item
2.01.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
FLORIDA GAMING CORPORATION | |||
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By:
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/s/ W. Bennett Collett | |
W.
Bennett Collett
Chairman
and CEO
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