Attached files
file | filename |
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EX-23.1 - NEVADA GOLD & CASINOS INC | v196715_ex23-1.htm |
EX-99.2 - NEVADA GOLD & CASINOS INC | v196715_ex99-2.htm |
EX-99.3 - NEVADA GOLD & CASINOS INC | v196715_ex99-3.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):
July
23, 2010
NEVADA
GOLD & CASINOS, INC.
(Exact
name of registrant as specified in its charter)
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
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77027
|
|
(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:
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
2.01. Completion of Acquisition
On July
23, 2010, Nevada Gold & Casinos, Inc. (the “Company”) announced that its
wholly-owned subsidiary, NG Washington II, LLC, completed the acquisition of six
mini-casinos located in western Washington State. The casinos are the Silver
Dollar Casino SeaTac, Silver Dollar Casino Renton, Silver Dollar Casino Mill
Creek, Club Hollywood Casino located in Shoreline, Royal Casino located in
Everett and Golden Nugget Casino located in Tukwila. On July 29,
2010, the Company filed a Current Report on Form 8-K (the “Current Report”) to
report the completion of the acquisition. Under the applicable rules
promulgated by the Securities and Exchange Commission, the Company may file the
financial statements and pro forma information required by Item 9.01 by
filing an amendment to the Current Report not later than 71 calendar days after
the date the Current Report was filed. The sole purpose of this
Amendment No. 1 to the Current Report is to file the financial statements
and pro forma information required by Item 9.01.
(a) Financial Statements of Businesses
Acquired
The
following financial statements are attached hereto as Exhibit 99.2 and
incorporated herein by reference:
•
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Independent
Auditors’ Report
|
•
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Combined
Balance Sheet of Gaming Consultants, Inc. and its Affiliates for the year
ended December 31, 2009
|
•
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Combined
Statement of Income of Gaming Consultants, Inc. and its Affiliates for the
year ended December 31, 2009
|
•
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Combined
Statement of Stockholder’s Equity of Gaming Consultants, Inc. and its
Affiliates for the year ended December 31,
2009
|
•
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Combined
Statement of Cash Flows of Gaming Consultants, Inc. and its Affiliates for
the year ended December 31,
2009
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•
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Notes
to Combined Financial Statements of Gaming Consultants, Inc. and its
Affiliates for the year ended December 31,
2009
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(b) Unaudited Pro Forma Financial
Information
The
following pro forma financial information is attached hereto as
Exhibit 99.3 and incorporated herein by reference.
•
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Unaudited
Pro Forma Balance Sheet as of the fiscal year April 30,
2010
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•
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Unaudited
Pro Forma Statement of Operations for the fiscal year ended April 30,
2010
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(d) Exhibits
2.1(a)*
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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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2.1(b)**
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Amendment
to the Asset Purchase Agreement dated April 14, 2010 between NG Washington
II, LLC, as buyer, and Grant Thornton, Ltd, in its capacity as
court-appointed 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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Consent of LeMaster Daniels PLLC |
99.1***
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Press
Release dated July 26, 2010 reporting the completion of the
acquisition
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99.2
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Financial
Statements listed in
Item 9.01(a)
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99.3
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Unaudited
Pro Forma Financial Information listed in
Item 9.01(b)
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*
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Incorporated
by reference from Exhibit 10.1 to the Company’s Current Report on
Form 8-K/A filed with the Securities and Exchange Commission on April 14,
2010.
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**
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Incorporated
by reference from Exhibit 10.15 to the Company’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on July 23,
2010.
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***
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Previously
furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on July 23,
2010.
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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.
NEVADA
GOLD & CASINOS, INC.
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||
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Date:
September 15, 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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||
Executive
Vice President and CFO
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Item
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Exhibit
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2.1(a)*
|
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.
|
|
2.1(b)**
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Amendment
to the Asset Purchase Agreement dated April 14, 2010 between NG Washington
II, LLC, as buyer, and Grant Thornton, Ltd, in its capacity as
court-appointed 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.
|
|
23.1
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Consent
of LeMaster Daniels PLLC
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99.1***
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Press
Release dated July 26, 2010 reporting the completion of the
acquisition
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99.2
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Financial
Statements listed in Item 9.01(a)
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99.3
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Unaudited
Pro Forma Financial Information listed in
Item 9.01(b)
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*
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Incorporated
by reference from Exhibit 10.1 to the Company’s Current Report on
Form 8-K/A filed with the Securities and Exchange Commission on April 14,
2010.
|
**
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Incorporated
by reference from Exhibit 10.15 to the Company’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on July 23,
2010.
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***
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Previously
furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on July 23,
2010.
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