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): November 1, 2012
TROPICANA LAS VEGAS HOTEL AND CASINO, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
000-53894 (Commission File Number) | 27-0455607 (I.R.S. Employer Identification No.) |
| | |
3801 Las Vegas Boulevard South, Las Vegas, Nevada (Address of Principal Executive Offices) | 89109 (Zip Code) |
(702) 739-3530
(Registrant’s Telephone Number, Including Area Code)
N/A
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 1, 2012, the Tropicana Las Vegas Hotel and Casino, Inc. filed (i) an amendment to its certificate of incorporation which creates and authorizes a number of shares of the Series 4 Convertible Participating Preferred Stock (“Series 4 Preferred”) as a new series of the Company’s preferred stock and increases the number of authorized shares of Class A Common and Class B Common; and (ii) a certificate of designations for the Series 4 Preferred. Both of these documents are attached as exhibits hereto, which exhibits are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
| Exhibit No. | Description |
| 3.9 | Amendment to Certificate of Incorporation of Tropicana Las Vegas Hotel and Casino, Inc., dated November 1, 2012. |
| 3.10 | Certificate of Designations of Class A Series 4 Convertible Participating Preferred Stock of Tropicana Las Vegas Hotel and Casino, Inc. dated November 1, 2012. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Tropicana Las Vegas Hotel and Casino, Inc. | |
| | | | |
| | By: | /s/ Joanne M. Beckett | |
| | Name: | Joanne M. Beckett | |
| | Title: | Vice President, General Counsel and Corporate Secretary | |
| | | | |
