8-K 1 cnty-20200312x8k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuan t t o Sectio n 1 3 o r 1 5(d) o f th e Securitie s Exchang e Ac t o f 1934

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Dat e o f Repor t (Dat e o f earlies t even t reported): March 13, 2020

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CENTURY CASINOS, INC.

(Exac t Nam e o f Registran t a s specifie d i n it s charter)

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Delaware | 0-22900 | 84-1271317
(State or other jurisdiction | (Commission | (I.R.S. Employer
of incorporation) | File Number) | Identification Number)

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455 E. Pikes Peak Ave., Suite 210, Colorado Springs, Colorado | 80903
(Address of principal executive offices) | (Zip Code)
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Registrant’s telephone number, including area code: | 719-527-8300

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Check the appropriate box below if the Form 8-K filin g i s intende d t o simultaneousl y satisf y th e filin g obligatio n o f th e registran t unde r an y o f th e following provisions:

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☐ Written communication s pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-1 2 unde r th e Exchang e Ac t (1 7 CF R 240.14a-12)

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☐ Pre-commencemen t communication s pursuan t t o Rul e 14d-2(b) unde r th e Exchang e Ac t (1 7 CF R 240.14d-2(b))

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☐ Pre-commencemen t communications pursuan t t o Rul e 13e-4(c) unde r th e Exchang e Ac t (1 7 CF R 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, $0.01 Per Share Par Value | CNTY | Nasdaq Capital Market, Inc.

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.02 Result s of Operations and Financial Condition.

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On March 13, 2020, Century Casinos, Inc., a Delaware corporation (the “Company”), issued a press release reporting its financial results for the fourth quarter of 201 9. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report.

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Item 7.01 Regulation FD Disclosure.

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The Company is furnishing as Exhibit 99.2 a presentation to be used in connection with the Company’s fourth quarter 201 9 earnings conference call on Friday, March 13, 2020, and for future meetings with investors, stockholders and analysts.

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The information in this report and Exhibits 99.1 and 99.2 attached hereto (i) is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and (ii) shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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This report (including Exhibits 99.1 and 99.2) may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause the Company’s actual results to differ materially from those described in the forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 that has been filed with the Securities and Exchange Commission. The Company does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

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Item 9.01 Financial Statements and Exhibits.

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(d) Exhibits

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Exhibit No. |  | Description
99.1 |  | Century Casinos, Inc. Press Release dated March 13, 2020
99.2 |  | Century Casinos, Inc. Investor Presentation dated March 13, 2020

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SIGNATURE

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Pursuan t t o th e requirement s o f th e Securitie s Exchang e Ac t o f 1934, th e Registran t ha s dul y cause d thi s repor t t o b e signe d o n it s behal f b y th e undersigned hereunt o dul y authorized.

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Centur y Casinos, Inc.

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Date: March 13, 2020

B y: /s/ Margare t Stapleton

Margare t S tapleton

Chief Financial Officer

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