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 earliest event reported) January 22, 2010
MTR GAMING GROUP, INC.
(exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-20508 | | 84-1103135 |
(Commission File Number) | | (IRS Employer Identification Number) |
STATE ROUTE 2 SOUTH, CHESTER, WEST VIRGINIA
(Address of principal executive offices)
26034
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (304) 387-8300
N/A
(Former name or former address, if changed since last report)
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On January 22, 2010, the Registrant amended its 2002 Stock Incentive Plan (“2002 Plan”), 2004 Stock Incentive Plan (“2004 Plan”), 2005 Stock Incentive Plan (“2005 Plan”), and 2007 Stock Incentive Plan (“2007 Plan”) to provide for the grants of restricted stock units (“RSUs”) and cash awards to key employees (including officers and directors) of or consultants to the Registrant, or its subsidiaries, as the Compensation Committee of the Registrant’s Board of Directors may determine. Pursuant to the provisions of such Plans, as amended, the following grants were made on January 22, 2010, by the Registrant:
| | 2002 Plan | | 2004 Plan | | 2005 Plan | | 2007 Plan | | Total | |
| | RSUs | | Cash | | RSUs | | Cash | | RSUs | | Cash | | RSUs | | Cash | | RSUs | | Cash | |
| | | | | | | | | | | | | | | | | | | | | |
Robert F. Griffin | | 48,000 | | $ | 36,000 | | 20,000 | | $ | 15,000 | | 32,000 | | $ | 24,000 | | 100,000 | | $ | 75,000 | | 200,000 | | $ | 150,000 | |
Robert Norton | | 30,000 | | $ | 22,500 | | 12,500 | | $ | 9,375 | | 20,000 | | $ | 15,000 | | 62,500 | | $ | 46,875 | | 125,000 | | $ | 93,750 | |
David R. Hughes | | 12,000 | | $ | 9,000 | | 5,000 | | $ | 3,750 | | 8,000 | | $ | 6,000 | | 25,000 | | $ | 18,750 | | 50,000 | | $ | 37,500 | |
John W. Bittner, Jr. | | 4,800 | | $ | 3,600 | | 2,000 | | $ | 1,500 | | 3,200 | | $ | 2,400 | | 10,000 | | $ | 7,500 | | 20,000 | | $ | 15,000 | |
Narciso A. Rodriguez-Cayro | | 6,000 | | $ | 4,500 | | 2,500 | | $ | 1,875 | | 4,000 | | $ | 3,000 | | 12,500 | | $ | 9,375 | | 25,000 | | $ | 18,750 | |
Richard Knight | | 12,000 | | $ | 9,000 | | 5,000 | | $ | 3,750 | | 8,000 | | $ | 6,000 | | 25,000 | | $ | 18,750 | | 50,000 | | $ | 37,500 | |
Jack Sours | | 12,000 | | $ | 9,000 | | 5,000 | | $ | 3,750 | | 8,000 | | $ | 6,000 | | 25,000 | | $ | 18,750 | | 50,000 | | $ | 37,500 | |
| | | | | | | | | | | | | | | | | | 520,000 | | $ | 390,000 | |
The Registrant has entered, or intends to enter, into a Restricted Stock Unit and Cash Award Agreement under the terms of the above-referenced Plans, as amended, with each of the above persons which Agreements provide that one-third of the RSUs and one-third of the cash awards under each of the Plans shall vest and become non-forfeitable upon each of the first, second and third anniversaries of the date of grant (January 22, 2010). Unvested RSUs and cash awards shall vest on the date of a change of control (as defined in the Agreement) of the Registrant.
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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.
| MTR GAMING GROUP, INC. |
| | |
| | |
| By: | /s/ David R. Hughes |
| | David R. Hughes |
| | Corporate Executive Vice President and Chief Financial Officer |
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Date: January 27, 2010 | | |
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