Attached files
file | filename |
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EX-10.1 - EXHIBIT 10.1 - Gold Merger Sub, LLC | c95880exv10w1.htm |
EX-10.2 - EXHIBIT 10.2 - Gold Merger Sub, LLC | c95880exv10w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 8, 2010
PINNACLE ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-13641 | 95-3667491 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
3800 Howard Hughes Parkway Las Vegas, Nevada |
89169 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (702) 784-7777
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | 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 February 8, 2010, Pinnacle Entertainment, Inc. (the Company) filed a Form 8-K reporting
that the Company had entered into a binding memorandum of understanding with RSUI Indemnity Company
(RSUI), effective February 3, 2010, to settle the Companys lawsuit against RSUI in connection
with the hurricane-related damage to the Companys former casino in Biloxi, Mississippi and its
Boomtown New Orleans casino in Harvey, Louisiana (the Memorandum of Understanding). On February
8, 2010, the Company entered into a settlement agreement and mutual release with RSUI (the
Settlement Agreement), effective February 3, 2010, related to the litigation described in the
Memorandum of Understanding. The Settlement Agreement provides that RSUI agrees to pay the sum of
$23.4 million to the Company within ten days (which is in addition to RSUIs prior payment of
approximately $2 million) in exchange for a full and final release of all claims and a dismissal
with prejudice of the Companys lawsuit against RSUI.
After receiving the upcoming settlement payment from RSUI, the Company will have received
payments or payment commitments totaling approximately $215 million from its insurers relative to
these claims, including the settlement payments received in 2008 from Arch Specialty Insurance
Company ($36.8 million) and Allianz Global Risks US Insurance Company ($53 million). The Settlement
Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing
summary does not purport to be complete and is qualified in its entirety by reference to the
Settlement Agreement.
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
On February 8, 2010, the Board of Directors of the Company granted a fully vested option
covering 50,000 shares of the Companys common stock to John V. Giovenco, the Companys Interim
Chief Executive Officer and a Director. The exercise price for the option was the closing price of
the Companys common stock on the date of grant. The option will be exercisable until one year
following Mr. Giovencos cessation of service as a director for any reason, but in no event shall
the option be exercisable more than ten years from the date of grant. The Company has adopted a
form of stock option agreement to be used in connection with grants of options that are fully
vested on the date of grant (the Director Stock Option Agreement), which shall be used in
connection with the grant of options to Mr. Giovenco on February 8, 2010 and in connection with
grants to directors from time to time. The foregoing description of the Director Stock Option
Agreement is qualified in its entirety by reference to the Director Stock Option Agreement attached
hereto as Exhibit 10.2. The previous grant on November 24, 2009 of fully vested option covering
50,000 shares of the Companys common stock to Mr. Giovenco was made pursuant to a form of stock
option agreement that is materially consistent with the Director Stock Option Agreement attached
hereto as Exhibit 10.2.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. | Description | |
Exhibit 10.1 | Settlement Agreement and Mutual Release, effective February
3, 2010, between Pinnacle Entertainment, Inc. and RSUI
Indemnity Company. |
|
Exhibit 10.2 | Form of Director Stock Option Grant Notice and Form of
Director Stock Option Agreement for the Pinnacle
Entertainment, Inc. 2005 Equity and Performance Incentive
Plan, As Amended. |
SIGNATURE
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.
PINNACLE ENTERTAINMENT, INC. (Registrant) |
||||
Date: February 10, 2010 | By: | /s/ John A. Godfrey | ||
John A. Godfrey | ||||
Executive Vice President, General Counsel and Secretary |
INDEX TO EXHIBITS
Exhibit No. | Description | |
Exhibit 10.1 | Settlement Agreement and Mutual Release, effective February
3, 2010, between Pinnacle Entertainment, Inc. and RSUI
Indemnity Company. |
|
Exhibit 10.2 | Form of Director Stock Option Grant Notice and Form of
Director Stock Option Agreement for the Pinnacle
Entertainment, Inc. 2005 Equity and Performance Incentive
Plan, As Amended. |