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: October 19, 2006
(Date
of
earliest event reported: October 13, 2006)
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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(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.
Management
Agreements
On
October 13, 2006, the Company entered into separate Revised and Restated
Management Agreements (the “Management
Agreements”) with Flyfish Casino Consulting AG, a Swiss corporation, to secure
the services of the Company’s Co CEO Erwin Haitzmann, and with Focus Casino
Consulting AG, a Swiss corporation, to secure the services of the Company’s Co
CEO Peter Hoetzinger. Under the
Management Agreements, each Co CEO will provide executive casino management
services to the Company through December 31, 2011, and for five year renewable
periods thereafter, unless their services are sooner terminated by them or
by
the Company.
Retroactive
to September 30, 2006, the Management Agreements provide for an annual base
management fee of $360,000 to each of Dr. Haitzmann’s
and Mag.
Hoetzinger’s
management companies,
plus
such annual increases and bonuses, and such other incentives, benefits and
compensation as may be awarded by the Compensation Committee of the Board of
Directors of the Company.
The
management fees will be reviewed annually by the Compensation Committee of
the
Board of Directors of the Company. The Management Agreements further provide
for
termination payments to be made for a period of six months if the Management
Agreement is terminated by the management company without
cause, or for a lump sum cash payment of three times the management company’s
annual fee plus three times the management company’s average bonus for the
previous
three years if the termination occurs (a) after a Change of Control of the
Company (as defined), (b) by the management company, for cause, or (c) by the
Company, without cause.
The
Management Agreements have been approved by the Compensation Committee of the
Board of Directors of the Company.
The
above
summary of the terms of the Management Agreements is qualified in its entirety
by the text of the Management Agreements, copies of which are attached to this
Form 8-K as exhibits 10.176 and 10.177 and are incorporated herein by
reference.
Amended
Employment Agreements
On
October 13, 2006, the Company amended Employment Agreements (the “Employment
Agreements”) that
initially were entered into on February 18, 2003 between Century Casinos Europe
GmbH and Dr. Erwin Haitzmann, Chairman of the Board and Co CEO and Mag. Peter
Hoetzinger, Vice Chairman, President and Co CEO. Effective September 1, 2006,
the Employment Agreements were amended to provide each executive officer with
pension insurance with a contract value of €500,000. If the Employment
Agreement, as amended,
is
terminated by the executive officer for cause, or by either party without cause,
the executive officer will receive the contract value of the pension insurance
as a cash payment from the Company. The amendments also redefine the effective
date of termination for the executive officers. The amendments have been
approved by the Compensation Committee of the Board of Directors of the Company.
The
above
summary of the terms of these amendments is qualified in its entirety by the
text of the amendments, copies of which are attached to this Form 8-K as
exhibits 10.178 and 10.179 and are incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
10.176 Revised
and Restated Management Agreement, effective September 30, 2006, by and between
Century Resorts International Ltd, Century Casinos, Inc. and Flyfish Consulting
Agreement, dated October 13, 2006.
10.177 Revised
and Restated Management Agreement, effective September 30, 2006, by and between
Century Resorts International Ltd, Century Casinos, Inc. and Focus Consulting
Agreement, dated October 13, 2006.
10.178 Amendment
No.2 to Employment Agreement, effective September 1, 2006, between Century
Casinos, Inc. and Dr. Erwin Haitzmann, dated October 13, 2006.
10.179 Amendment
No.2 to Employment Agreement, effective September 1, 2006, between Century
Casinos, Inc. and Mag. Peter Hoetzinger, dated October 13, 2006.
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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Century
Casinos, Inc.
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(Registrant)
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Date:
October 19, 2006
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By
: /s/ Ray Sienko
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Ray
Sienko
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Chief
Accounting Officer
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