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): March 20, 2020
ACCEL ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-38136 | 98-1350261 | |||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||
140 Tower Drive | |||||
Burr Ridge | , | Illinois | 60527 | ||
(Address of principal executive offices) | (Zip Code) | ||||
(630) 972-2235
(Registrant’s telephone number, including area code)
(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:
☐ Written communications 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 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered |
Class A-1 common stock, par value $0.0001 per share | ACEL | New York Stock Exchange |
Warrants, each whole Warrant exercisable for one share of Class A-1 common stock at an exercise price of $11.50 per share | ACEL-WS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In reaction to the COVID-19 pandemic, on March 16, 2020, the Illinois Gaming Board (the “IGB”) shut down all video gaming terminals (“VGTs”) across the state of Illinois starting 9 PM Monday, March 16, 2020 through March 30th.
On March 20, 2020, Illinois Governor J.B. Pritzker ordered all state residents to remain in their homes, subject to certain exceptions, joining similar efforts in California and New York to limit the spread of COVID-19. In connection with that announcement, the IGB extended the suspension of all VGT operations at all licensed establishments until at least April 8, 2020.
In light of these events and their effect on Accel’s employees and licensed establishment partners, we have taken action to bring our projected monthly cash expenses down to $2-$3 million during the closure to position the Company to weather the temporary cessation of operations. As a part of the actions noted above, senior management of the Company, including our Chief Executive Officer Andrew Rubenstein, our Chief Financial Officer Brian Carroll and our General Counsel Derek Harmer, are foregoing 100% of their respective base salaries, effective immediately, until such time as the Company resumes video gaming operations.
Item 7.01. Regulation FD.
See Item 5.02 above, which is expressly incorporated by reference herein.
Forward Looking Statements
This Current Report on Form 8-K may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this Current Report are forward-looking statements. When used in this Current Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “target,” “plan,” “outlook,” “until” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s other filings with the Securities and Exchange Commission (“SEC”), including as set forth under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company. The Company undertakes no obligation to update these statements for revisions or changes after the date of this Current Report, except as required by law.
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SIGNATURE
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.
ACCEL ENTERTAINMENT, INC. | |||
Date: March 25, 2020 | By: | /s/ Derek Harmer | |
Derek Harmer | |||
General Counsel and Chief Compliance Officer | |||
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