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): March 6, 2013
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| Affinity Gaming |
| (Exact name of registrant as specified in its charter) |
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| Nevada | | 000-54085 | | 02-0815199 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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3755 Breakthrough Way Suite 300 Las Vegas, NV | | 89135 | | (702) 341-2400 |
| (Address of principal executive offices) | | (Zip Code) | | (Registrant’s telephone number, including area code) |
| | | | | |
| |
| (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:
c Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
c Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
c Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
c Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On March 6, 2013, Affinity Gaming (“Affinity”) announced that it received a copy of the Schedule 13D/A (the “13D/A”) filed with the Securities and Exchange Commission by Z Capital Partners L.L.C. and its affiliates (”Z Capital”), which attached thereto a copy of a complaint Z Capital filed March 5, 2013, against Affinity and its Board of Directors. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.
The complaint, filed in District Court, Clark County, Nevada, seeks a judgment (i) declaring, among other things that Affinity's conversion, on December 20, 2012, from a Nevada limited liability company to a Nevada corporation was ineffective and void ab initio, (ii) declaring that the Rights Agreement, dated December 21, 2012, between Affinity Gaming and American Stock Transfer & Trust Company is void ab initio and unenforceable, and (iii) awarding Z Capital general, special, consequential and punitive damages.
Affinity has not yet been served with the complaint. However, based on its preliminary review of the 13D/A, Affinity and its Board of Directors believe that the claims brought by Z Capital are without merit and intend to defend against them vigorously.
Item 9.01(d) Exhibits.
See the Exhibit Index set forth below for a list of exhibits included with this Current Report on Form 8-K.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned hereunto duly authorized.
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| | | | | Affinity Gaming |
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| Date: | March 6, 2013 | | By: | /s/ Donna Lehmann |
| | | | Name: | Donna Lehmann |
| | | | Title: | Senior Vice President, Chief Financial Officer and Treasurer |
EXHIBIT INDEX
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Exhibit No. | | Description |
| 99.1 |
| | Press release dated March 6, 2013 |
