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 ) : November 3, 2014
CENTURY CASINOS, INC.
(Exact Name of Registrant as specified in its charter)
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Delaware |
0-2290 0 |
84-1271317 |
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(State or other jurisdiction |
(Commission |
(I.R.S. Employer |
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of incorporation) |
File Number) |
Identification Number) |
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455 E Pikes Peak Ave, Suite 2 1 0 , Colorado Springs, CO |
8090 3 |
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(Address of principal executive offices) |
(Zip Code) |
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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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On November 3, 2014, Century Casinos, Inc. ( the “Company”) amended the Employment Agreements (the “Employment Agreements”) that initially were entered into on February 18, 2003 between the Company and each of Dr. Erwin Haitzmann, Chairman of the Board of Directors of the Company (the “Board”) and Co CEO of the Company, and Mag. Peter Hoetzinger, Vice Chairman of the Board, President and Co CEO of the Company . Each Employment Agreement w as amended to extend the term of the Employment Agreement to December 31, 2019. The amendments to the Employment Agreements (the “Amendments”) have been approved by the Compensation Committee of the Board .
The foregoing summary of the Amendments is subject to, and qualified in its entirety by the complete text of the Amendments, which are attached as Exhibit 10.1 and 10.2 hereto and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Amendment No. 4 to Employment Agreement by and between Century Casinos, Inc. and Erwin Haitzmann, effective November 3, 2014.
10.2 Amendment No. 4 to Employment Agreement by and between Century Casinos, Inc. and Peter Hoetzinger, effective November 3, 2014.
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 thereunto duly authorized.
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Century Casinos, Inc. |
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(Registrant) |
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Date: November 11, 2014 |
By : /s/ Margaret Stapleton |
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Margaret Stapleton |
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Executive Vice President and Principal Financial/Accounting Officer |
AMENDMENT TO EMPLOYMENT AGREEMENT
DATED NOVEMBER 3, 2014
This Amendment to Employment Agreement is further amending the Employment Agreement that was entered into and signed on February 18, 2003 by and between Century Casinos, Inc. (“Employer”), a Delaware corporation, and Dr. Erwin Haitzmann (“Employee”), an Austrian citizen, as follows:
A) Section 1., Term of Agreement, currently reads:
“The term of this Agreement shall commence on the 18 th day of February, 2003, and shall continue until December 31, 2008 (has been amended to 2009 and further amended to 2014) 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.”
Now, with this Amendment to Employment Agreement, Section 1., Term of the Agreement, shall read as follows:
“The term of this Agreement shall continue until December 31, 2019 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.”
B) Resolutions of Compensation Committee:
All terms and conditions of all resolutions of the Compensation Committee of Century Casinos, Inc. that refer to the Employment Agreement between Employer and Employee are deemed to be incorporated into this Amendment to Employment Agreement.
IN WITNESS WHEREOF, Employer and Employee have duly executed this Amendment to Employment Agreement as of the day and year first above written.
EMPLOYER (Century Casinos Europe GmbH, as amended)
/s/ Andreas Terler
DI Andreas Terler, Geschaftsfuhrer
EMPLOYEE
/s/ Erwin Haitzmann
Dr. Erwin Haitzmann
FOR CENTURY CASINOS, INC.’S COMPENSATION COMMITTEE
/s/ Dinah Corbaci
Dr. Dinah Corbaci
/s/ Gottfried Schellmann
Mag. Gottfried Schellmann
AMENDMENT TO EMPLOYMENT AGREEMENT
DATED NOVEMBER 3, 2014
This Amendment to Employment Agreement is further amending the Employment Agreement that was entered into and signed on February 18, 2003 by and between Century Casinos, Inc. (“Employer”), a Delaware corporation, and Mag. Peter Hoetzinger (“Employee”), an Austrian citizen, as follows:
A) Section 1., Term of Agreement, currently reads:
“The term of this Agreement shall commence on the 18 th day of February, 2003, and shall continue until December 31, 2008 (has been amended to 2009 and further amended to 2014) 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.”
Now, with this Amendment to Employment Agreement, Section 1., Term of the Agreement, shall read as follows:
“The term of this Agreement shall continue until December 31, 2019 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.”
B) Resolutions of Compensation Committee:
All terms and conditions of all resolutions of the Compensation Committee of Century Casinos, Inc. that refer to the Employment Agreement between Employer and Employee are deemed to be incorporated into this Amendment to Employment Agreement.
IN WITNESS WHEREOF, Employer and Employee have duly executed this Amendment to Employment Agreement as of the day and year first above written.
EMPLOYER (Century Casinos Europe GmbH, as amended)
/s/ Andreas Terler
DI Andreas Terler, Geschaftsfuhrer
EMPLOYEE
/s/ Peter Hoetzinger
Mag. Peter Hoetzinger
FOR CENTURY CASINOS, INC.’S COMPENSATION COMMITTEE
/s/ Dinah Corbaci
Dr. Dinah Corbaci
/s/ Gottfried Schellmann
Mag. Gottfried Schellmann