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EX-99.1 - EX-99.1 - Gold Merger Sub, LLCd39234dex991.htm

 

 

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 4, 2015

 

 

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.)

 

3980 Howard Hughes Parkway, Las Vegas, Nevada   89169
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (702) 541-7777

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:

 

¨ Written communications 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 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 4, 2015, Pinnacle Entertainment, Inc. (the “Company”) provided written notice to the New York Stock Exchange (the “NYSE”) that the Company expects to voluntarily cease trading on the NYSE, effective on or about November 16, 2015, and intends to transfer its listing to the NASDAQ Global Select Market (“NASDAQ”). The Company’s common stock, $0.10 par value per share, along with the preferred share purchase rights, have been approved for listing on NASDAQ and is expected to commence trading on or about November 17, 2015 under the Company’s current stock symbol “PNK”.

A copy of the Company’s press release announcing the transfer to NASDAQ is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

Exhibit 99.1    Press release dated November 4, 2015, issued by Pinnacle Entertainment, Inc.

 

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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 hereunto duly authorized.

 

      PINNACLE ENTERTAINMENT, INC.
      (Registrant)
Date: November 4, 2015       By:  

/s/ Elliot D. Hoops

        Elliot D. Hoops
        Vice President and Legal Counsel

 

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INDEX TO EXHIBITS

 

Exhibit No.

  

Description

Exhibit 99.1    Press release dated November 4, 2015, issued by Pinnacle Entertainment, Inc.

 

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