Current Report Filing (8-k)
May 23 2018 - 6:05AM
Edgar (US Regulatory)
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):
May 23, 2018
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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133 E. Warm Springs Road
Suite 102
Las Vegas, Nevada
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89119
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(Address of principal executive offices)
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(Zip Code)
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(702) 685-1000
(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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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
¨
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.
¨
Item 1.01. Entry Into Material Definitive Agreement
Nevada Gold & Casinos, Inc. (the “Company”) announced today that it has entered into an agreement to sell its
South Dakota Route operation to Michael J. Trucano for $400,000. The sale will include all fixtures, equipment, trade names, and
operating agreements used in connection with such business, but will exclude all cash in excess of $400,000.
The transaction is
expected to close on June 30, 2018, subject to the approval of the South Dakota Commission on Gaming.
This sale will free
up approximately $250,000 in net cash used in the working capital of such business, which together with the purchase proceeds of
$400,000, will be used to decrease outstanding debt of the Company by approximately $650,000.
The Company expects
to record a net loss from discontinued operations of approximately $300,000.
Item 8.01. Other Events
The Company also announced
that it is no longer in exclusive discussions to sell the Company and that its Board of Directors has initiated a process to evaluate
potential strategic alternatives to maximize shareholder value. As part of the process, the Board will consider a full range of
strategic, operational and financial alternatives, which may include a sale or other transaction. The Company has retained Rossoff
& Company LLC as its financial advisor to assist with the strategic review process, and has retained Hughes Hubbard & Reed
LLP as its legal counsel.
There can be no assurance
that the strategic review process will result in any transaction or strategic alternative, or any assurance as to its outcome or
timing. The Company has not set a timetable for completion of the review process and does not intend to disclose developments related
to the process unless and until the Board approves a transaction or specific action, or otherwise determines that further disclosure
is appropriate or required.
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.
Item 9.01. Financial Statements and Exhibits
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: May 23, 2018
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By:
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/s/ Michael P. Shaunnessy
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Michael P. Shaunnessy
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President & Chief Executive Officer
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INDEX TO EXHIBITS
Nevada Gold & Casino (AMEX:UWN)
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