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): June 15, 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
As
previously disclosed, on December 19, 2008, Century Casinos, Inc.’s
(“CCI”) subsidiary Century Resorts Limited (“CRL”) entered into an
agreement to sell all of the outstanding shares of Century Casinos Africa
(Pty) Limited (“CCA”), for a gross selling price of ZAR 460 million
(approximately $57 million). CCA owns and operates The
Caledon Hotel, Spa & Casino near Cape Town, South Africa (the “Caledon”), as
well as 60% of, and provides technical casino services to, Century Casino
Newcastle, in Newcastle, South Africa. Net proceeds from the transaction
are expected to be approximately ZAR 352 million (approximately $44 million),
excluding amounts held in retention.
On June
15, 2009, the Sale of Shares Agreement was amended to establish a closing date
for the transaction of June 30, 2009, notwithstanding that regulatory approval
by the Kwa-Zulu Natal Gambling Board (for the sale of Century Casino Newcastle)
has not yet been received. Upon closing of the sale on June 30, 2009, CRL will
receive a net cash amount of approximately ZAR 254 million ($32 million). Once
the approval of the Kwa-Zulu Natal Gambling Board has been obtained, an
additional net cash amount of approximately ZAR 98 million ($12 million) will
become payable to CRL. An additional ZAR 17 million ($2 million) held
in retention may be payable to CRL within sixty days of closing if the net asset value (“NAV”) at
June 30, 2009 is greater than the NAV at December 31, 2008. If the NAV at
December 31, 2008 exceeds the NAV at June 30, 2009 by more than the amount held
in retention, CRL will reimburse Tsogo Sun Gaming an amount equal to the
excess.
Tsogo Sun Gaming will take
over the operations of CCA on July 1, 2009. If approval by the Kwa-Zulu
Natal Gambling Board is not obtained by December 31, 2009, CRL will repurchase
it’s 60% interest in the Century Casino Newcastle for ZAR 1.00 and the Purchase
Price shall be deemed to have been reduced by approximately ZAR
98 million ($12 million).
This
summary of the terms of the amendment is qualified in its entirety by
the text of the Amendment to the Sale of Shares Agreement, a copy of which is
attached to this Form 8-K as exhibit 2.2 and is incorporated herein by
reference.
Item 9.01 Financial
Statements and Exhibits.
(c)
Exhibits
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2.1
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Sale
of Shares Agreement, entered into as of December 19, 2008, by and between
Century Resorts Limited, Tsogo Sun Gaming (Pty) Ltd. and Century Casinos
Africa (Pty) Ltd., is hereby incorporated by reference to
Exhibit 2.1 to the Company’s Current Report on Form 8-K dated December 24,
2008.
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Amendment
to the Sale of Shares Agreement, dated June 15, 2009, by and between
Century Resorts Limited, Tsogo Sun Gaming (Pty) Ltd. And Century Casinos
Africa (Pty) Ltd.
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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: June
19, 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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