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): June 30, 2009
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 2.01 Completion of
Acquisition or Disposition of Assets
As
previously disclosed, on December 19, 2008, Century Casinos, Inc.’s
subsidiary,
Century Resorts Limited (“CRL”), entered into an agreement to sell all of
the outstanding shares of Century Casinos Africa
(Pty) Limited (“CCA”), for a gross selling price of ZAR 460 million
(approximately $57 million). Also as previously disclosed, the agreement was
amended on June 15, 2009 (as amended, the “Agreement”).
CCA owned and operated The Caledon Hotel, Spa
& Casino near Cape Town, South Africa (the “Caledon”), as well as 60%
of, and provided technical casino services to, Century Casino Newcastle located
in Newcastle, South Africa.
On June
30, 2009, CRL completed the sale of CCA to Tsogo Sun Gaming pursuant to the
terms of the Agreement for net proceeds of approximately ZAR 352 million
(approximately $44 million), excluding amounts retained until transaction
approval by the Kwa-Zulu Natal Gambling Board is obtained and other adjustments.
At closing, CRL received a net cash amount of approximately ZAR 254 million
(approximately $32 million). Once the approval of the Kwa-Zulu Natal Gambling
Board has been obtained, an additional net cash amount of approximately ZAR 98
million ($12 million) will become payable to CRL. An additional ZAR
17 million ($2 million) held in retention may be payable to CRL within sixty
days of closing if the net asset value (“NAV”) at
June 30, 2009 is greater than the NAV at December 31, 2008. If the NAV at
December 31, 2008 exceeds the NAV at June 30, 2009 by more than the $2 million
held in retention, CRL will reimburse Tsogo Sun Gaming an amount equal to the
excess.
The
Company has previously disclosed additional information concerning the Agreement
on its Current Reports on Form 8-K filed with the Securities and Exchange
Commission on December 24, 2008 and June 19, 2009.
Item 9.01 Financial
Statements and Exhibits.
(b) Pro
forma financial information
The
pro forma financial information required by this item is attached as Exhibit
99.1 to this report.
(d)
Exhibits
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2.1
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Sale
of Shares Agreement, entered into as of December 19, 2008, by and between
Century Resorts Limited, Tsogo Sun Gaming (Pty) Ltd. and Century Casinos
Africa (Pty) Ltd., is hereby
incorporated by reference to Exhibit 2.1 to the Company’s Current Report
on Form 8-K dated December 24,
2008.
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2.2
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Amendment
to the Sale of Shares Agreement, dated June 15, 2009, by and between
Century Resorts Limited, Tsogo Sun Gaming (Pty) Ltd. And Century Casinos
Africa (Pty) Ltd., is hereby
incorporated by reference to Exhibit 2.2 to the Company’s Current Report
on Form 8-K dated June 19,
2009.
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Pro
forma financial information
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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: July
6, 2009
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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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