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: June 19, 2006
(Date
of
earliest event reported: June 13, 2006)
CENTURY
CASINOS, INC.
(Exact
Name of Registrant as specified in its charter)
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Delaware
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0-22290
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84-1271317
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
Number)
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1263
Lake Plaza Drive Suite A, Colorado Springs, CO
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80906
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
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719-527-8300
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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:
oWritten
communication
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
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On
June
13, 2006, the Company, through its subsidiary Century Casinos Europe
GmbH (“CCE”),
entered
into a Share Sale and Purchase Agreement to acquire 100% of all of the issued
and outstanding shares of G5 Sp.
z o.o.
(“G5”).
G5, a
Polish company, owns 33.3% of all shares issued by Casinos Poland Ltd. Casinos
Poland, which owns seven casinos and one slot arcade throughout Poland,
generated net revenues of approximately PLN 127 million (approximately $41.2
million) in 2005. The purchase price for the shares of G5 amounts to €2.9
million (approximately $3.8 million). €1.8 million (approximately $2.4 million)
of the purchase price is payable upon closing of the transaction. The remaining
€1.1 million (approximately $1.4 million) will be payable on December 31,
2006.
Closing of the transaction is subject to due diligence and certain other
conditions, the most significant being approval by the Polish Anti Monopoly
Authorities.
This
summary of the terms of the Share Sale and Purchase Agreement is qualified
in
its entirety by the text of the Share Sale and Purchase Agreement, a copy
of
which is attached to this Form 8-K as exhibit 10.172 and is incorporated
herein
by reference.
In
connection with CCE’s
purchase of G5,
a
Loan Agreement was entered into on June 13, 2006 between CCE and G5, whereby
CCE
agreed to the repayment of PLN 15.0 million (approximately $4.9 million)
of
existing loans between G5 and its creditors. G5 will repay the funds advanced
by
CCE, plus any accrued interest, in USD, on the fifth anniversary of the drawdown
date, or June 21, 2011. G5 may not repay the loan prior to June 21, 2011.
The
loan bears interest at the one-month LIBOR rate offered three business days
before a relevant interest payment date, plus 2%. Interest is payable, in
USD,
365 days after the initial drawdown date, and, afterwards, each first business
day of the anniversary of the initial interest payment date.
This
summary of the terms of the Loan Agreement is qualified in its entirety by
the
text of the Loan Agreement, a copy of which is attached to this Form 8-K
as
exhibit 10.173 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
10.173
Loan
Agreement between Century Casinos Europe GmbH and G5
Sp. z o.o. entered into on June 13, 2006.
SIGNATURES
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 thereunto
duly authorized.
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Century
Casinos, Inc.
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(Registrant)
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Date:
June 19, 2006
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By
: /s/ Ray Sienko
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Ray
Sienko
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Chief
Accounting Officer
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