Southwest Casino Corp - Current report filing (8-K)
2008年7月2日 - 6:19AM
Edgar (US Regulatory)
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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)
June 25, 2008
SOUTHWEST
CASINO CORPORATION
(Exact name of registrant as specified in its charter)
Nevada
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000-50572
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87-0686721
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2001 Killebrew Drive, Suite 350,
Minneapolis, MN 55425
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants
telephone number, including area code
952-853-9990
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below)
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o
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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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
CFT 240.13e-4(c))
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Item
1.01 Entry into a Material
Definitive Agreement
On June 25, 2008, Southwest Casino Corporation
entered into a Modification and Extension of Consulting Agreement (the Agreement)
with Operadora Dominicana Macao, S.A., a subsidiary of Palace Resorts, under
which Southwest will manage the casino at the Moon Palace Casino, Golf and Spa
Resort in Punta Cana, Dominican Republic.
The casino will be part of a 1700-room, all-inclusive luxury resort that
Palace Resorts is constructing on the far eastern tip of the Dominican
Republic. Palace Resorts plans to open
the resort in Fall 2008. Southwest has
been consulting with Palace Resorts on the design, development and operation of
the casino since September 2007.
Under the new Agreement, Southwest will continue to
assist Palace Resorts in all phases of design, game selection, training and
equipping the casino as a consultant and then manage the casino for five years
after it opens in late 2008 or early 2009.
As manager, Southwest will be responsible for all aspects of casino
operations including equipping and maintaining the casino, internal controls
and accounting, budgeting, casino employment, security and compliance. Southwest will work with Palace Resorts to
market the casino and the resort as a gaming destination. Southwest previously received a consulting
fee of $50,000 per month under a Consulting Agreement that would have
terminated in August 2008. Under
the Modification and Extension of Consulting Agreement, Southwest will continue
to receive a $50,0000 monthly consulting fee until the casino opens.
Beginning in the first full calendar month after the
casino opens, Southwest will receive management fees equal to 5 percent of net
casino revenue (as defined in the Agreement).
If the 5 percent management fee is less than $100,000 in any month,
Southwest will receive a minimum management fee of $100,000. The amount by which the 5 percent management
fee is less than $100,000 in any month will then be deducted from the
management fee due in any month when 5 percent of net casino revenue exceeds
$100,000. All amounts due to Southwest
in excess of $100,000 per month will be paid to Southwest by Palace Resorts
after delivery and acceptance of the annual audit of the casino operations.
Southwest or Palace Resorts may terminate the Agreement
if (a) any payment is not made within 10 days of the due date, (b) any
material default is not cured within 30 days after notice, (c) upon
bankruptcy or insolvency of the other party, (d) Southwest loses any
license required to perform its services under the agreement, or (e) after
review, Palace determines that Southwest does not have adequate insurance in
place. Palace Resorts may also terminate
the Agreement if, after the second full year of operations, net casino revenues
are more than 30 percent below budget or if at the end of a 6-month period the
casinos win percentage for certain games is 25 percent or more below the
reported win percentage for the Las Vegas strip.
Southwest has agreed to indemnify Palace Resorts
against claims rising from its bad faith, willful misconduct, willful
negligence or fraud. The foregoing
description of the terms and conditions of the Modification and Extension of
Consulting Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the agreement, which filed as an exhibit
to this Current Report on Form 8-K and incorporated herein by
reference. A copy of the press release
announcing entry into this agreement is filed as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
2
Item 9.01 Financial
Statements and Exhibits
(c)
Exhibits
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Exhibit
No.
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Description
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Method of Filing
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10.1
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Modification and Extension of Consulting Agreement
between Southwest Casino Corporation and Operadora Dominicana Macao, S.A.
dated June 25, 2008.
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Filed herewith
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99.1
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Southwest
Casino Corporation Press Release dated June 26, 2008.
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Filed herewith
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3
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 hereunto duly authorized.
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SOUTHWEST
CASINO CORPORATION
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Date:
July 1, 2008
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By:
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/s/ Thomas E. Fox
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Name:
Thomas E. Fox
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Title: President
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4
Southwest Casino (CE) (USOTC:SWCC)
過去 株価チャート
から 5 2024 まで 6 2024
Southwest Casino (CE) (USOTC:SWCC)
過去 株価チャート
から 6 2023 まで 6 2024