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: December 8, 2005
(Date
of
earliest event reported: April 6, 2005)
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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1263
Lake Plaza Drive Suite A, Colorado Springs, CO
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80906
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|
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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
Sprung
Construction Inc.
On
April
6, 2005, CC Tollgate LLC entered into an agreement with Sprung Construction,
Inc
(“Sprung”).
The
agreement relates to the
construction of the Company’s casino project in Central City, Colorado. For work
performed under this
agreement, Sprung is entitled to receive compensation for the cost of work
plus
an additional 5% fee. The maximum contract price is $1.2 million, subject
to
additions and deductions by change orders provided by the Company. If at
the
conclusion of the project, the final price of the project is less than the
adjusted maximum contract price, Sprung and the Company shall share the savings
on the project with 50% to Sprung and 50% to the Company. Thru September
26,
2005, the Company and Sprung entered into change orders for $8.7 million
in
additional work on the project, resulting in an adjusted maximum contract
price
of $9.9 million. The estimated total cost of the project, after accounting
for
all change orders, is $9.9 million. The estimated completion date of the
project
has been extended to September 11, 2006.
The
summary of the terms of these agreements are qualified in their entirety
by
their text, copies of which are attached to this Form 8-K as exhibit 10.161
and
is incorporated herein by reference.
CFC
Construction Inc.
On
July
21, 2005, CC Tollgate LLC entered into an agreement
with CFC Construction, Inc (“CFC”). The agreement relates to the second phase of
construction on
the
Company’s casino parking garage in Central City, Colorado. For work performed
under this agreement, CFC is entitled to receive compensation
for the cost of work plus an additional fee of $0.4 million. The additional
fee
will be adjusted by 4% on all additive change orders. The maximum contract
price
is $9.1 million, subject to additions and deductions by change orders provided
by the Company. As of the date of this filing, the Company has not approved
any
change orders that increased the maximum contract price. If at the conclusion
of
the project, the final price of the project is less than the adjusted maximum
contract price, CFC and the Company shall share the savings on the project
with
50% to CFC and 50% to the Company. The work on the contract is expected to
be
completed or substantially completed on or before 280 days from commencement
of
the project.
The
summary of the terms of this agreement is qualified in its entirety by its
text,
a copy of which is attached to this Form 8-K as exhibit 10.162 and is
incorporated herein by reference.
Chandos
On
December 2, 2005, Century Resorts Alberta Inc. entered into an agreement
with
Chandos Construction
Ltd. (“Chandos”). The agreement relates to the construction on the Company’s
casino, hotel and parking facility in Edmonton, Alberta, Canada. For work
performed under this agreement, CFC is entitled to receive total compensation,
inclusive of value
added taxes of approximately 7%, of 24.1 million CAD (approximately $20.7
million). The work on the contract is expected to be substantially completed
by
November 30, 2006.
The
summary of the terms of this agreement is qualified in its entirety by its
text,
a copy of which is attached to this Form 8-K as exhibit 10.163 and is
incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits
10.161 Standard
Form of Agreement Between Owner and Contractor where the basis for payment
is
the COST OF THE WORK PLUS A FEE with a negotiated Guaranteed Maximum Price
between the Owner, CC Tollgate LLC, and the Contractor, Sprung Construction,
Inc., Subchapter S Corporation, dated April 6, 2005.
10.162 Standard
Form of Agreement between Owner and Contractor where the basis for payment
is
the COST OF THE WORK PLUS A FEE with a negotiated Guaranteed Maximum Price
between the Owner, CC Tollgate LLC, and the Contractor, CFC Construction,
Inc.,
dated July 21, 2005.
10.163
Agreement between Century Resorts Alberta Inc. (owner) and Chandos Construction
Ltd. (contractor) as of December 2, 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:
December 8, 2005 By
: /s/ Ray Sienko
Ray
Sienko, Chief Accounting Officer
EXHIBIT
INDEX
10.161 Standard
Form of Agreement Between Owner and Contractor where the basis for payment
is
the COST OF THE WORK PLUS A FEE with a negotiated Guaranteed Maximum Price
between the Owner, CC Tollgate LLC, and the Contractor, Sprung Construction,
Inc., Subchapter S Corporation, dated April 6, 2005.
10.162 Standard
Form of Agreement Between Owner and Contractor where the basis for payment
is
the COST OF THE WORK PLUS A FEE with a negotiated Guaranteed Maximum Price
between the Owner, CC Tollgate LLC, and the Contractor, CFC Construction,
Inc.,
dated July 21, 2005.
10.163
Agreement between Owner and Contractor by and between Century Resorts Alberta
Inc. (owner) and Chandos Construction Ltd. (contractor) as of December 2,
2005.