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 3, 2008
GLOBAL CASINOS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Utah |
0-15415 |
87-0340206 |
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(State or other jurisdiction
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Commission File
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(I.R.S. Employer Identification number) |
5455 Spine Road, Suite C, Boulder, Colorado 80301
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 527-2903
______________________________________________________
(Former name or former address, if changed since last report)
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Written communications pursuant to Rule 425 under the Securities Act |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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ITEM 1.01 |
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
Global Casinos, Inc., (the “Company”) announced that effective March 3, 2008, it entered into Amendment No. 5 to the definitive Asset Purchase and Sale Agreement dated June 14, 2007, as previously amended by Amendment No. 1 dated September 28, 2007 and by Amendment No. 2 dated November 30, 2007 and by Amendment No. 3 dated December 5, 2007 and by Amendment No. 4 dated January 30, 2008 (the “Agreement”) with Doc Holliday Casino, LLC, a Colorado limited liability company (“Doc Holliday”), providing for the acquisition by the Company of substantially all of the tangible and intangible assets (the “Assets”) of Doc Holliday Casino, located in Central City, Colorado.
The Amendment provides for an extension of the termination date to March 31, 2008.
A copy of the Amendment No. 4 is filed as an exhibit herewith.
ITEM 9.01 : EXHIBITS
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(c) |
Exhibit |
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Item |
Title |
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10.1 |
Amendment No. 5 to Asset Purchase and Sale Agreement dated June 14, 2007 |
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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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Global Casinos, Inc (Registrant) |
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Dated: March 6, 2008 |
_ /s/ Clifford L. Neuman___________ Clifford L. Neuman, President |
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AMENDMENT NO. 5 TO
ASSET PURCHASE AND SALE AGREEMENT
DATED JUNE 14, 2007
THIS AMENDMENT NO. 5 to Asset Purchase and Sale Agreement is made and entered into this 3rd day of March, 2008, by and among GLOBAL CASINOS, INC. a Utah corporation ("Global"); and DOC HOLLIDAY CASINO, LLC, a Colorado limited liability company (“Doc Holliday”).
WITNESETH:
WHEREAS , the parties executed and delivered a certain Asset Purchase and Sale Agreement dated as of June 14, 2007, as amended by Amendment No. 1 thereto dated September 28, 2007 and by Amendment No. 2 thereto dated November 30, 2007 and by Amendment No. 3 thereto dated December 5, 2007 and by Amendment No. 4 thereto dated January 30, 2008 (the “Agreement”); and
WHEREAS , the parties desire to modify and amend certain provisions of the Agreement in the particulars herein below set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained the parties agree as follows:
1.
Section 9.1(b) of the Agreement is further amended in its entirety to provide the following:
“9.1(b) By either Buyer or Seller, if for any reason the parties have failed to close the transactions contemplated by this Agreement on or before March 31, 2008, provided that the party seeking to terminate is not in material default hereunder.”
2.
This Amendment may not be construed to amend the Agreement in any way except as expressly set forth herein. The execution and delivery of this Amendment does not constitute and this Amendment may not be construed to constitute a waiver by any party of:
a.
Any breach of the Agreement by any party, whether or not such breach is now existing or currently known or unknown to the non-breaching party or parties; or
b.
Any right or remedy arising from or available to a party by reason of a breach of the Agreement by any other party or parties.
3.
The parties hereby confirm that the Agreement, as amended by this Amendment, is in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and the provisions of the Agreement, the provisions of this Amendment shall control.
4.
Unless otherwise defined herein, all capitalized terms shall have the meanings set forth in the Agreement.
IN WITNESS WHEREOF , the parties have signed the Agreement the date and year first above written.
GLOBAL CASINOS, INC.
a Utah corporation
/s/ Clifford L. Neuman
Name: Clifford L. Neuman
Title: President
DOC HOLLIDAY CASINO, LLC. ,
a Colorado limited liability corporation
/s/ Fedele V. Scutti
Name: Fedele V. Scutti
Title: Member
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