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: September 1, 2005
(Date
of
earliest event reported: August 26, 2005)
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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|
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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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|
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of
incorporation)
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File
Number)
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Identification
Number)
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|
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1263
Lake Plaza Drive Suite A, Colorado Springs, CO
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80906
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|
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(Address
of principal executive offices)
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(Zip
Code)
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|
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|
|
|
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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
August
26, 2005, Century Casinos, Inc. (“the
Company”),
through
its subsidiary Century Casinos Caledon (Pty)
Limited (“CCAL”)
received
a 60.0 million Rand (approximately $9.3 million) term loan from Nedbank Limited.
In connection with the loan, CCAL and Nedbank entered into a Loan Agreement
specifying the terms of the loan. Pursuant to the Loan Agreement, monthly
principal and interest installment payments of 1.3 million Rand are due on
the
first day of each month. The loan matures on January 9, 2010, at which time
any
outstanding principal and interest will be due. The proceeds of the Loan
Agreement are being used to repay the remaining balance of an existing loan
with
ABSA Bank, to provide additional working capital for and fund the expansion
of
the Caledon Casino and to fund future growth in South Africa. The Note bears
interest at the South African Prime Rate (currently 10.5%) minus 1.5% and
is
secured by 10.0
million Rand of CCAL’s assets
and 100% of the issued share capital of CCAL. The Company has the option
to
prepay the loan, without penalty, upon 90 days written notice.
Item
1.02 Termination of a Material Definitive Agreement
The
disclosure contained in "Item 1.01 Entry into a Material Definitive Agreement"
of the Current Report on Form 8-K furnished on August 2, 2005 is incorporated
in
this Item 1.02 by reference. In connection with the repayment of ABSA bank,
the
loan agreement between CCAL and ABSA bank has been terminated.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
The
disclosure contained in "Item 1.01 Entry into a Material Definitive Agreement"
of this Current Report on Form 8-K is incorporated in this Item 2.03 by
reference.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
10.152 Loan
agreement by and between Century Casinos Caledon (Pty) Limited and Nedbank
Limited dated August 26, 2005.
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.
Century
Casinos, Inc.
(Registrant)
Date:
September 1, 2005 By
: /s/ Ray Sienko
Ray
Sienko, Chief Accounting Officer