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): October 2, 2012
Dover Motorsports, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number 1-11929
| Delaware | 51-0357525 | |
|
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
|
|
1131 N. DuPont Highway Dover, Delaware |
19901 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code (302) 883-6500
N/A
(Former name or former address, if changed since last report)
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 communications 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 communications 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 October 2, 2012, Dover Motorsports, Inc. and its wholly owned subsidiaries Dover International Speedway, Inc. and Nashville Speedway, USA, Inc., (collectively, the “Borrowers”), modified its secured credit agreement with its bank group. The credit facility was modified to allow the Borrowers to repurchase shares of the registrant’s common stock in the open market and/or pay dividends with respect to the registrant’s common stock for an aggregate consideration of not more than $2,500,000 in any fiscal year.
A copy of the modification letter is attached hereto as Exhibit 10.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 10.1 | Modification Letter to Credit Agreement between Dover Motorsports, Inc., Dover International Speedway, Inc. and Nashville Speedway, USA, Inc. and RBS Citizens, N.A., as agent, dated as of October 2, 2012. |
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 hereunto duly authorized.
| Dover Motorsports, Inc. |
|
/s/ Denis McGlynn |
| Denis McGlynn |
| President and Chief Executive Officer |
Dated: October 2, 2012
EXHIBIT INDEX
|
Exhibit
|
Description |
|
| 10.1 | Modification Letter to Credit Agreement between Dover Motorsports, Inc., Dover International Speedway, Inc. and Nashville Speedway, USA, Inc. and RBS Citizens, N.A., as agent, dated as of October 2, 2012. | |
Exhibit 10.1
[RBS Citizens Letterhead]
October 2, 2012
Via Facsimile
Dover Motorsports, Inc.
Dover International Speedway, Inc.
Nashville Speedway, USA, Inc.
Concord Plaza
3505 Silverside Road
Plaza Centre Building, Suite 203
Wilmington, DE 19816
Attention: Klaus M. Belohoubek, Esquire
| Re: | Modification to Credit and Security Agreement dated April 12, 2011 |
Dear Klaus:
We have made various credit facilities (collectively, the “Credit Facilities”) to Dover Motorsports, Inc., Dover International Speedway, Inc., and Nashville Speedway, USA, Inc. (collectively, the “Borrowers”), pursuant to that certain Credit and Security Agreement dated as of April 12, 2011 (as amended and modified from time to time, the “Credit Agreement”). We have agreed to the following change to the Credit Agreement:
Section 7.8(a)(ii) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
“so long as no Default or Event of Default has occurred and is continuing, (i) the Borrowers may repurchase shares of common stock issued to employees in connection with employee incentive plans for an aggregate consideration of not more than $500,000 in any Fiscal Year and (ii) the Company may repurchase shares of common stock in the open market and/or pay dividends with respect to its common stock for an aggregate consideration of not more than $2,500,000 in any Fiscal Year.”
Dover Motorsports, Inc.
Dover International Speedway, Inc.
Nashville Speedway, USA, Inc.
Page 2
October 2, 2012
Except as specifically amended hereby, the Credit Agreement remains in full force and effect in accordance with its terms and conditions. This letter is not intended to operate as, and shall not be construed as, a waiver of any default under the Credit Agreement or any other Loan Documents (as defined in the Credit Agreement), whether known to us or unknown, as to which all rights of us shall remain reserved subject to the terms hereof.
Please acknowledge the change referenced herein by signing this letter on the following pages and returning the same to my attention.
| Very truly yours, | ||||||
| RBS Citizens, N.A., | ||||||
| as Agent | ||||||
| By: |
/s/ Edward Winslow |
|||||
| Edward Winslow | ||||||
| Vice President | ||||||
| cc: | Via Facsimile : |
Thomas G. Wintermantel, Treasurer
Dover Motorsports, Incorporated
1131 N. DuPont Highway
Dover, Delaware 19903
Dover Motorsports, Inc.
Dover International Speedway, Inc.
Nashville Speedway, USA, Inc.
Page 3
October 2, 2012
Acknowledged and Agreed to by:
|
Dover Motorsports, Inc., a Delaware corporation |
||||
| By: |
/s/ Thomas G. Wintermantel |
(SEAL) | ||
| Name: Thomas G. Wintermantel | ||||
| Title: Treasurer & Assistant Secretary | ||||
| Dover International Speedway, Inc., | ||||
| a Delaware corporation | ||||
| By: |
/s/ Thomas G. Wintermantel |
(SEAL) | ||
| Name: Thomas G. Wintermantel | ||||
| Title: Treasurer & Assistant Secretary | ||||
| Nashville Speedway, USA, Inc., | ||||
| a Tennessee corporation | ||||
| By: |
/s/ Thomas G. Wintermantel |
(SEAL) | ||
| Name: Thomas G. Wintermantel | ||||
| Title: Treasurer & Assistant Secretary | ||||