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: February 3, 2005
(Date of earliest event reported: February, 3, 2005)
CENTURY CASINOS, INC.
(Exact Name of Registrant as specified in its charter)
Delaware 0-22290 84-1271317
(State or other jurisdiction (Commissio (I.R.S. Employer
of incorporation) File Number) Identification Number)
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1263 Lake Plaza Drive Suite A, Colorado Springs, CO 80906
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 719-527-8300
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 February 3, 2005, Century Casinos, Inc. ("CCI"), amended the Employment Agreements that were entered into and signed on February 18, 2003 by and between CCI and Dr. Erwin Haitzmann, Chairman of the Board and Chief Executive Officer and Mag. Peter Hoetzinger, Vice Chairman and President. Effective January 1, 2005, the Employment Agreements were assigned to a wholly owned foreign subsidiary of CCI and amended to include changes to the employees' salary and termination clauses. The amendments have been approved by CCI's Compensation Committee.
10.143 Amendment to Employment Agreement, Dr. Erwin Haitzmann, Dated February 3, 2005
10.144 Amendment to Employment Agreement, Mag. Peter Hoetzinger, Dated February 3, 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: February 3, 2005 by: /s/ Larry Hannappel
Larry Hannappel, Chief Accounting Officer
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AMENDMENT TO EMPLOYMENT AGREEMENT
DATED FEBRUARY 3, 2005
This Amendment to Employment Agreement ("EA") is amending the Employment Agreement that was entered into and signed on February 18, 2003 by and between Century Casinos, Inc., a Delaware corporation and Dr. Erwin Haitzmann ("Employee"), an Austrian citizen, as follows:
A) The first paragraph of the EA is amended to reflect that the Austrian subsidiary of Century Casinos, Inc., namely Century Management und Beteiligungs GmbH, is the new contract partner of Employee. The amended paragraph reads as follows:
"THIS EMPLOYMENT AGREEMENT is made effective for all purposes and in all respects as of the 1st day of January, 2005, by and between CENTURY MANAGEMENT UND BETEILIGUNGS GMBH, registered with the Commercial Register of the Commercial Court of Vienna under FN 30856 b and its business address at Schoenbrunnerstrasse 222 - 228, A-1120 Vienna, Austria, an Austrian corporation (hereinafter referred to as the "Employer" or the "Company"), Century Casinos, Inc., a Delaware, USA corporation, (hereinafter referred to as "Century") and DR. ERWIN HAITZMANN (hereinafter referred to as the "Employee")."
B) The first two "whereas" paragraphs are amended with two text additions (which are printed in bold) to read as follows:
"WHEREAS, Employee is presently employed, and has since 1993 been employed by Century and has since September 30, 1999 been employed by the Company; and
WHEREAS, the Employee's performance of his duties of the Company has been and continues to be critical to the success of the Company and of Century; and"
C) Section 1 is amended to reflect a new term and reads as follows:
"1. Term of Agreement.
The term of this Agreement shall commence on the 1st day of
January, 2005, and shall continue until December 31, 2009, and shall
be automatically renewed for additional, successive periods of five
(5) years each thereafter, unless sooner terminated in accordance with
the provisions of Paragraph 5."
D) Section 3.1., which addresses Employee's compensation has been amended to read as follows:
"3.1 Salary. As compensation for the services rendered by Employee for the Company pursuant to this Agreement, Employee shall be paid not less than the following base annual salary, on a monthly basis, fourteen times per year, with the 13th and 14th salary to be paid together with the monthly salaries for May and November, during the term hereof: (euro) 70,000 (Euro seventy thousand), plus annual increases and bonuses, and such other incentives, benefits, insurance policies and compensation as may have been and may be awarded to him from time to time by the Compensation Committee of the Board of Directors of the Company."
E) The first sentence of Section 3.2 "Employees' Equity Incentive Plan" has been amended to read as follows:
"Employee shall be a participant in Century's Employees' Equity Incentive Plan, as it may be approved by the shareholders of Century and amended from time to time by the Incentive Plan Committee of Century;"
F) Section 4.1. "Reimbursement" has been amended with two text additions (which are printed in bold) to read as follows:
"The Company or Century shall continue to either provide Employee with, or shall reimburse Employee for, all Reasonable Expenses incurred by him in connection with the performance of his duties as an executive for the Company, in substantially at least the same form and fashion as it has been done by the Company and Century during the past twelve (12) months preceding the date of this Agreement."
G) The following new Section 4.2 has been added:
"4.2 Employee shall continue to be entitled to use at his disposal a car for business and private purposes. In case of a replacement of the existing vehicle, the leasing costs shall be roughly the same as they are for the car presently leased by the Company, plus adjustments for changes in consumer price index, if any, since the last lease contract has been entered into."
H) Old Section 4.2 becomes new Section 4.3 in the amended Agreement.
I) Section 5.1 (b) and (c) have been amended to read as follows:
"(b) Termination by Company. In the event of such termination "without cause" by the Company, Employee shall be continued at the same salary (including bonuses, if any) for a period of three (3) years (and three years
only) from the date on which the Employee receives written notice of termination, irrespective of the term that lies between the date of termination and the date that this Agreement ends according to Section 1 above. Such compensation shall be paid to the Employee in equal, successive monthly payments, beginning on the 1st day of the month immediately following the date on which the Employee receives written notice of termination.
Employee shall continue to make himself available to, and shall cooperate with the Company, as may be reasonably required to assist the Company during a six-month transition period.
(c) In the event Employee's employment hereunder is terminated by the
Company "without cause", the provisions of Sections 5.1(b), 5.3(b)(1),
(3) and (4) shall apply."
J) Section 7. Burden and Benefit has been amended with one text addition (which is printed in bold) to read as follows:
"Unless the express provisions of a particular section of this Agreement state otherwise, or performance thereunder would be impossible, this Agreement shall be binding upon, and shall inure to the benefit of, Employer and Employee, and their respective heirs, personal and legal representatives, successors, and assigns. It shall also be expressly binding upon and inure to the benefit of any person or entity assuming Century or the Company, by merger, consolidation, purchase of assets or stock, or otherwise. The interests of the Employee hereunder are not subject to the claims of his creditors, and may not be voluntarily or involuntarily assigned, alienated or encumbered; provided, that Employee may assign all or any part of his rights, duties and obligations hereunder to any entity (e.g., a partnership or management company) so long as the services to be performed hereunder are personally performed by him."
K) In Section 10. Notice, the address of the Employer has been amended to read as follows:
"Employer: Century Management und Beteiligungs GmbH
c/o Huebner & Huebner
Schoenbrunnerstrasse 222 - 228
A-1120 Wien
Austria /Europe".
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L) Section 11.2 has been amended with one text addition (which is printed in bold) to read as follows:
"11.2 The Compensation Committee of Century shall have absolute authority to amend, interpret and administer this Agreement, in good faith, and in the best
interests of both the Company and Employee, and may make such adjustments or amendments hereto as may be reasonably required, if the rights of the Employee are not adversely affected thereby."
M) The following new Section 14. has been added:
"14. Century as Guarantor
Century guarantees all obligations of Employer under this Employment Agreement."
IN WITNESS WHEREOF, Employer and Employee have duly executed this Agreement as of the day and year first above written.
EMPLOYER - CENTURY MANAGEMENT UND
BETEILIGUNGS GMBH:
By: /s/ Peter Hoetzinger
----------------------------------------
Mag. Peter Hoetzinger, Geschaeftsfuehrer
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EMPLOYEE:
By: /s/ Erwin Haitzmann
----------------------------------------
Dr. Erwin Haitzmann
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FOR CENTURY CASINOS, INC. AND
COMPENSATION COMMITTEE:
By: /s/ Gottfried Schellmann
----------------------------------------
Mag. Gottfried Schellmann, Director and
Member of Compensation Committee
By: /s/ Dinah Corbaci
----------------------------------------
Dr. Dinah Corbaci, Director and Member
of Compensation Committee
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AMENDMENT TO EMPLOYMENT AGREEMENT
DATED FEBRUARY 3, 2005
This Amendment to Employment Agreement ("EA") is amending the Employment Agreement that was entered into and signed on February 18, 2003 by and between Century Casinos, Inc., a Delaware corporation and Mag. Peter Hoetzinger ("Employee"), an Austrian citizen, as follows:
A) The first paragraph of the EA is amended to reflect that the Austrian subsidiary of Century Casinos, Inc., namely Century Management und Beteiligungs GmbH, is the new contract partner of Employee. The amended paragraph reads as follows:
"THIS EMPLOYMENT AGREEMENT is made effective for all purposes and in all respects as of the 1st day of January, 2005, by and between CENTURY MANAGEMENT UND BETEILIGUNGS GMBH, registered with the Commercial Register of the Commercial Court of Vienna under FN 30856 b and its business address at Schoenbrunnerstrasse 222 - 228, A-1120 Vienna, Austria, an Austrian corporation (hereinafter referred to as the "Employer" or the "Company"), Century Casinos, Inc., a Delaware, USA corporation, (hereinafter referred to as "Century") and MAG. PETER HOETZINGER (hereinafter referred to as the "Employee")."
B) The first two "whereas" paragraphs are amended with two text additions (which are printed in bold) to read as follows:
"WHEREAS, Employee is presently employed, and has since 1993 been employed by Century and has since September 30, 1999 been employed by the Company; and
WHEREAS, the Employee's performance of his duties of the Company has been and continues to be critical to the success of the Company and of Century; and"
C) Section 1 is amended to reflect a new term and reads as follows:
"1. Term of Agreement.
The term of this Agreement shall commence on the 1st day of
January, 2005, and shall continue until December 31, 2009, and shall
be automatically renewed for additional, successive periods of five
(5) years each thereafter, unless sooner terminated in accordance with
the provisions of Paragraph 5."
D) Section 3.1., which addresses Employee's compensation has been amended to read as follows:
"3.1 Salary. As compensation for the services rendered by Employee for the Company pursuant to this Agreement, Employee shall be paid not less than the following base annual salary, on a monthly basis, fourteen times per year, with the 13th and 14th salary to be paid together with the monthly salaries for May and November, during the term hereof: (euro) 70,000 (Euro seventy thousand), plus annual increases and bonuses, and such other incentives, benefits, insurance policies and compensation as may have been and may be awarded to him from time to time by the Compensation Committee of the Board of Directors of the Company."
E) The first sentence of Section 3.2 "Employees' Equity Incentive Plan" has been amended to read as follows:
"Employee shall be a participant in Century's Employees' Equity Incentive Plan, as it may be approved by the shareholders of Century and amended from time to time by the Incentive Plan Committee of Century;"
F) Section 4.1. "Reimbursement" has been amended with two text additions (which are printed in bold) to read as follows:
"The Company or Century shall continue to either provide Employee with, or shall reimburse Employee for, all Reasonable Expenses incurred by him in connection with the performance of his duties as an executive for the Company, in substantially at least the same form and fashion as it has been done by the Company and Century during the past twelve (12) months preceding the date of this Agreement."
G) The following new Section 4.2 has been added:
"4.2 Employee shall continue to be entitled to use at his disposal a car for business and private purposes. In case of a replacement of the existing vehicle, the leasing costs shall be roughly the same as they are for the car presently leased by the Company, plus adjustments for changes in consumer price index, if any, since the last lease contract has been entered into."
H) Old Section 4.2 becomes new Section 4.3 in the amended Agreement.
I) Section 5.1 (b) and (c) have been amended to read as follows:
"(b) Termination by Company. In the event of such termination "without cause" by the Company, Employee shall be continued at the same salary (including bonuses, if any) for a period of three (3) years (and three years
only) from the date on which the Employee receives written notice of termination, irrespective of the term that lies between the date of termination and the date that this Agreement ends according to Section 1 above. Such compensation shall be paid to the Employee in equal, successive monthly payments, beginning on the 1st day of the month immediately following the date on which the Employee receives written notice of termination.
Employee shall continue to make himself available to, and shall cooperate with the Company, as may be reasonably required to assist the Company during a six-month transition period.
(c) In the event Employee's employment hereunder is terminated by the
Company "without cause", the provisions of Sections 5.1(b), 5.3(b)(1),
(3) and (4) shall apply."
J) Section 7. Burden and Benefit has been amended with one text addition (which is printed in bold) to read as follows:
"Unless the express provisions of a particular section of this Agreement state otherwise, or performance thereunder would be impossible, this Agreement shall be binding upon, and shall inure to the benefit of, Employer and Employee, and their respective heirs, personal and legal representatives, successors, and assigns. It shall also be expressly binding upon and inure to the benefit of any person or entity assuming Century or the Company, by merger, consolidation, purchase of assets or stock, or otherwise. The interests of the Employee hereunder are not subject to the claims of his creditors, and may not be voluntarily or involuntarily assigned, alienated or encumbered; provided, that Employee may assign all or any part of his rights, duties and obligations hereunder to any entity (e.g., a partnership or management company) so long as the services to be performed hereunder are personally performed by him."
K) In Section 10. Notice, the address of the Employer has been amended to read as follows:
"Employer: Century Management und Beteiligungs GmbH
c/o Huebner & Huebner
Schoenbrunnerstrasse 222 - 228
A-1120 Wien
Austria /Europe".
L) L) Section 11.2 has been amended with one text addition (which is
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printed in bold) to read as follows:
"11.2 The Compensation Committee of Century shall have absolute authority to amend, interpret and administer this Agreement, in good faith, and in the best
interests of both the Company and Employee, and may make such adjustments or amendments hereto as may be reasonably required, if the rights of the Employee are not adversely affected thereby."
M) The following new Section 14. has been added:
"14. Century as Guarantor
Century guarantees all obligations of Employer under this Employment Agreement."
IN WITNESS WHEREOF, Employer and Employee have duly executed this Agreement as of the day and year first above written.
EMPLOYER - CENTURY MANAGEMENT
UND BETEILIGUNGS GMBH:
By: /s/ Erwin Haitzmann
-------------------------------------
Dr. Erwin Haitzmann, Geschaeftsfuehrer
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EMPLOYEE:
By: /s/ Peter Hoetzinger
-------------------------------------
Mag. Peter Hoetzinger
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FOR CENTURY CASINOS, INC. AND
COMPENSATION COMMITTEE:
By: /s/ Gottfried Schellmann
-------------------------------------
Mag. Gottfried Schellmann, Director
and Member of Compensation
Committee
By: /s/ Dinah Corbaci
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Dr. Dinah Corbaci, Director and Member
of Compensation Committee
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