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): November 19, 2008
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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2860
South Circle Drive, Suite 350, 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 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officer.
Effective
November 19, 2008,
the Board of Directors of Century Casinos, Inc. (“Century”) adopted a Deferred
Compensation and Stock Option Plan (the “Plan”). The Plan allows
Participants to defer receipt of all or a portion of their compensation through
April 30, 2009. The minimum total deferred compensation must be $3,000.
Participants will receive the deferred compensation, plus 7.0%, on July 30,
2009. In addition, Participants will be granted stock options equivalent to the
amount of compensation deferred divided by the NASDAQ closing price of Century’s
stock on the day the Participant elects to enter the Plan. Such stock
options will be issued in accordance with Century’s 2005 Equity
Incentive Plan.
Certain
of Century's directors and named executive officers intend to participate in the
Plan. The following named executive officers have elected to defer compensation
in the following amounts:
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Named Executive
Officer
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Amount
Deferred
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Erwin
Haitzmann
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$120,000
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Peter
Hoetzinger
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$120,000
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Larry
Hannappel
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$
30,000
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Ray
Sienko
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$
4,300
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The Plan
is intended to be in compliance with Section 409A of the Internal Revenue
Code of 1986, as amended.
This
summary of the terms of the Plan is qualified in its entirety by the text of the
Plan, a copy of which is attached to this Form 8-K as exhibit 10.1 and is
incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits.
(c)
Exhibits
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Deferred
Compensation Agreement (Form)
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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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Century
Casinos, Inc.
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(Registrant)
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Date: November
21, 2008
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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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