UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 22, 2007
HERBST GAMING, INC.
(Exact name of registrant as specified in its charter)
Nevada | | 0-71044 | | 88-0446145 |
(State or other jurisdiction | | (Commission | | (IRS Employer |
of incorporation) | | File Number) | | Identification No.) |
3440 West Russell Road, Las Vegas, NV 89118 |
(Address of principal executive offices) |
Registrant’s telephone number, including area code: (702) 889-7695
Not Applicable
(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 (see General Instruction A.2. below):
o Written communications 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 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets
As previously reported in its current report on Form 8-K filed on January 9, 2007 (the “Original 8-K”), on January 3, 2007, Herbst Gaming, Inc. (the “Company”) announced that it completed the previously announced acquisition of The Sands Regent, paying approximately $119 million in cash for The Sands Regent’s outstanding securities.
This Amendment No. 1 to the Original 8-K is being filed to provide certain audited and unaudited financial statements and certain unaudited pro forma information required by Item 9.01 of Form 8-K.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
(1) The audited financial statements of The Sands Regent for its fiscal year ended June 30, 2006 are filed as Exhibit 99.2 to this Amendment No. 1 and are incorporated by reference herein:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of June 30, 2006 and 2005
Consolidated Statements of Income for the Years Ended June 30, 2006, 2005 and 2004
Consolidated Statements of Cash Flows for the Years Ended June 30, 2006, 2005 and 2004
Consolidated Statements of Stockholders’ Equity for the Years Ended June 30, 2006, 2005, 2004
and 2003
Notes to Consolidated Financial Statements
(2) The unaudited financial statements of The Sands Regent for the quarter ended September 30, 2006 are filed as Exhibit 99.3 to this Amendment No. 1 and are incorporated by reference herein:
Condensed Consolidated Statements of Income for the Three Months Ended September 30, 2006
and 2005
Condensed Consolidated Balance Sheets as of September 30, 2006 and June 30, 2006
Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30,
2006 and 2005
Notes to Condensed Consolidated Financial Statements
(b) Pro Forma Financial Information.
The pro forma financial information relating to the Grace Acquisition required by Item 9.01 of Form 8-K is filed as Exhibit 99.4 to this Amendment No. 1 and is incorporated by reference herein.
(d) | | Exhibits. |
99.1 | | Press release issued by the Company dated January 3, 2007* |
99.2 | | Audited Financial Statements of The Sands Regent as of June 30, 2006 and 2005 and for each of the three years ended June 30, 2006 |
99.3 | | Unaudited Financial Statements of The Sands Regent as of September 30, 2006 and 2005 and for the three months ended June 30, 2006 |
99.4 | | Unaudited pro forma condensed combined financial statements |
* Previously filed.
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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.
| HERBST GAMING, INC. | |
| | | |
| | | |
Date: March 22, 2007 | By: | /s/ Mary Beth Higgins | |
| | Mary Beth Higgins | |
| | Chief Financial Officer | |
| | | | | |
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