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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): January 24, 2000
LAKES GAMING, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 0-24993 41-1913991
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
130 CHESHIRE LANE, MINNETONKA, MINNESOTA 55305
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 449-9092
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
The Registrant has executed a Mutual Termination Agreement by and among
the Registrant, Rainforest Cafe, Inc., a Minnesota corporation (the "Company")
and RFC Acquisition Co., a Minnesota corporation ("Merger Sub") and wholly owned
subsidiary of the Registrant, dated as of January 24, 2000 (the "Termination
Agreement") whereby the parties thereto have mutually agreed to terminate that
certain Agreement and Plan of Merger (the "Merger Agreement") dated as of
December 22, 1999 to which the Registrant, the Company and Merger Sub are also
parties.
The Special Committee of the Board of Directors of the Company and the
Board of Directors of the Registrant have determined it to be in the best
interests of each of the Company and the Registrant and their respective
shareholders not to proceed with the proposed merger transaction and have
therefore terminated the Merger Agreement. Pursuant to the terms of the
Termination Agreement, all costs and expenses incurred in connection with the
negotiation and execution of the Merger Agreement and the Termination Agreement
shall be paid by the party incurring such costs. However, notwithstanding the
termination of the Merger Agreement, the parties to the Termination Agreement
have agreed that for a period of six months from the date of the Termination
Agreement, if the Company consummates any takeover proposal, it shall promptly
pay the Registrant a fee of $2,000,000. With the exception of the potential
payment of the aforementioned $2,000,000 fee, no payments will be made by either
party.
The Termination Agreement and the Joint Press Release dated January 24,
2000 issued by the Registrant and the Company have been filed as Exhibits 10.1
and 99.1, respectively, to this Form 8-K and are incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
10.1 Mutual Termination Agreement by and among the Registrant, Rainforest
Cafe, Inc., and RFC Acquisition Co. dated as of January 24, 2000.
99.1 Joint Press Release dated January 24, 2000.
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SIGNATURE
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 thereunto duly authorized.
LAKES GAMING, INC.
(Registrant)
Date: January 25, 2000 By: /s/Timothy J. Cope
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Name: Timothy J. Cope
Title: Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10.1 Mutual Termination Agreement by and among the Registrant,
Rainforest Cafe, Inc., and RFC Acquisition Co. dated as of
January 24, 2000.
99.1 Joint Press Release dated January 24, 2000.
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