Attached files
| file | filename |
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| EX-99.1 - NEVADA GOLD & CASINOS INC | v181944_ex99-1.htm |
| EX-10.1 - NEVADA GOLD & CASINOS INC | v181944_ex10-1.htm |
| EX-10.2 - NEVADA GOLD & CASINOS INC | v181944_ex10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
To Section 13 or 15 (d) of the
Securities
Exchange Act of 1934
Date
of Report (date of earliest event reported):
April
14, 2010
NEVADA
GOLD & CASINOS, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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1-15517
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88-0142032
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(State
or other jurisdiction of incorporation
or
organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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50
Briar Hollow Lane, Suite 500W
Houston,
Texas
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77027
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|||
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(Address
of principal executive offices)
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(Zip
Code)
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(713)
621-2245
(Registrant's
telephone number, including area code)
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:
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o
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01.
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Entry
into a Material Definitive
Agreement
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On April
15, 2010, Nevada Gold & Casinos, Inc. (the “Company”) filed a Form 8-K
announcing that it had entered into an agreement to purchase assets of seven
mini-casinos in the State of Washington. This Form 8-K/A provides
details of the transaction.
On April
14, 2010, the Company, through its wholly owned subsidiary, NG Washington II,
LLC, entered into an Asset Purchase Agreement (the “Agreement”) with Grant
Thornton Ltd., as receiver, to acquire seven mini-casinos in the State of
Washington for $11,070,000. The casinos are the Silver Dollar Casino
in SeaTac, Silver Dollar Casino in Renton, Silver Dollar Casino in Bothell,
Silver Dollar Casino in Tukwila, Club Hollywood Casino in Shoreline, Golden
Nugget Casino in Tukwila and Royal Casino in Everett. All of the
casinos are located in western Washington State and are currently owned by
Evergreen Gaming Corporation, a British Columbia corporation, which is under
bankruptcy court protection. Combined, the facilities have a total of 138
table games including blackjack, Spanish 21 and other popular banked table
games. The transaction will be financed by cash on hand as well as a
$5,070,000 note issued to Evergreen's current senior
lender. Closing of the acquisition is subject to the bankruptcy court
process which commenced on April 22, 2010. In addition, the
acquisition is subject to other customary closing conditions, including
licensing, necessary lease transfers and final bankruptcy court approval, among
other conditions.
The above
description is a summary only and is qualified in its entirety by reference to
the Asset Purchase Agreement dated April 14, 2010, including all the Exhibits
thereto, and a Term Sheet dated April 14, 2010 between the Company and Fortress
Credit Corp. filed herewith.
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Item
9.01.
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Financial
Statements and Exhibits
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(c)
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Exhibits.
The following exhibits are furnished as part of this current Report on
Form 8-K/A:
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10.1
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Asset
Purchase Agreement dated April 14, 2010 between NG Washington II, LLC, as
buyer, and Grant Thornton, Ltd, as receiver for Big Nevada, Inc., Gameco,
Inc., Gaming Consultants, Inc., Gaming Management, Inc., Golden Nugget
Tukwila, Inc., Hollydrift Gaming, Inc., Little Nevada, Inc., Mill Creek
Gaming, Inc., Royal Casino Holdings, Inc., and Silver Dollar Mill Creek,
Inc.
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10.2
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Term
Sheet dated April 14, 2010 between Nevada Gold & Casinos, Inc. and
Fortress Credit Corp.
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99.1
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Press
Release dated April 23,
2010
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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 who is
duly authorized.
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NEVADA
GOLD & CASINOS, INC.
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Date:
April 22, 2010
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By:
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/s/
James J. Kohn
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James
J. Kohn
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CFO
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INDEX
TO EXHIBITS
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Item
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Exhibit
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10.1
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Asset
Purchase Agreement dated April 14, 2010 between NG Washington II, LLC, as
buyer, and Grant Thornton, Ltd, as receiver for Big Nevada, Inc., Gameco,
Inc., Gaming Consultants, Inc., Gaming Management, Inc., Golden Nugget
Tukwila, Inc., Hollydrift Gaming, Inc., Little Nevada, Inc., Mill Creek
Gaming, Inc., Royal Casino Holdings, Inc., and Silver Dollar Mill Creek,
Inc.
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10.2
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Term
Sheet dated April 14, 2010 between Nevada Gold & Casinos, Inc. and
Fortress Credit Corp.
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99.1
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Press
Release dated April 23, 2010
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