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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): | October 26, 2007 |
Ameristar Casinos, Inc.
Nevada | 000-22494 | 880304799 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
3773 Howard Hughes Parkway, Suite 490S, Las Vegas, Nevada | 89169 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: | (702) 567-7000 |
Not Applicable
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))
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(e) | On October 26, 2007, the Compensation Committee of the Board of Directors of Ameristar Casinos, Inc. (“ACI”) adopted the Ameristar Casinos, Inc. Change in Control Severance Plan (the “CIC Plan”). Adoption of the CIC Plan followed a review of ACI’s existing change in control provisions conducted by an independent compensation consultant retained by the Compensation Committee in December 2006, following the death of Craig H. Neilsen, ACI’s former majority stockholder and Chairman and Chief Executive Officer. The purpose of the review was to ensure that ACI’s change in control-related protections are aligned with ACI’s defined philosophy and to identify potential changes in those protections aimed at strengthening the retention of executives, as well as establishing standard and competitive change in control terms. The terms of the proposed CIC Plan underwent several reviews and revisions by the Compensation Committee, the independent consultant and ACI management through early August 2007, leading to the adoption of the final CIC Plan during a regularly scheduled meeting of the Compensation Committee. The CIC Plan is filed as Exhibit 10.1 to this Current Report. The following summary of the CIC Plan is qualified in its entirety by reference to the full text of the CIC Plan. Capitalized terms used below without definition have the respective meanings ascribed to them in the CIC Plan. |
• | if the participant is employed by ACI in a position above Senior Vice President level (including John M. Boushy, Chief Executive Officer and President, and Gordon R. Kanofsky, Co-Chairman of the Board and Executive Vice President), two (2) times the sum of the participant’s then-current annual base salary and target annual incentive bonus, plus a prorated target annual incentive bonus for the year in which the participant’s employment termination date occurs; | ||
• | if the participant is employed by ACI at the Senior Vice President level (including Ray H. Neilsen, Co-Chairman of the Board and Senior Vice President, and Peter C. Walsh, Senior Vice President and General Counsel), one and one-half (1.5) times the sum of the participant’s base salary and target bonus, plus a prorated target bonus for the year in which the participant's termination date occurs; | ||
• | if the participant is employed by ACI at the Corporate Chief level or by a subsidiary of ACI as a property General Manager, one (1) times the sum of the participant’s base salary and target bonus, plus a prorated target bonus for the year in which the participant’s termination date occurs; and | ||
• | if the participant is employed by ACI or one of its subsidiaries at the Vice President level, one (1) times the participant’s base salary. |
(a) | On October 26, 2007, the Board of Directors of ACI adopted certain amendments to Sections 4.02, 4.05 and 4.06 of the Bylaws of ACI. The purpose of the amendments is to permit ACI to issue shares of its stock in compliance with the direct registration system requirements established by The Nasdaq Stock Market, Inc., including that the shares may be issued in book-entry form. Prior to the adoption of the amendments, the Bylaws provided that shares of stock shall be evidenced by certificates. The text of the amendments is filed as Exhibit 3(ii).1 to this Current Report. |
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(d) | Exhibits. |
Exhibit | Description | |
3(ii).1 | Amendment to Bylaws of Ameristar Casinos, Inc., effective October 26, 2007 | |
10.1 | Ameristar Casinos, Inc. Change in Control Severance Plan |
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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.
Ameristar Casinos, Inc. | ||||
November 1, 2007 | By: | /s/ Peter C. Walsh | ||
Name: | Peter C. Walsh | |||
Title: | Senior Vice President and General Counsel | |||