UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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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):
APRIL 25, 2005
NEVADA GOLD & CASINOS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 1-15517 88-0142032
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
3040 POST OAK BLVD., SUITE 675 77056
HOUSTON, TEXAS
(Address of principal executive offices) (Zip Code)
(713) 621-2245
(Registrant's telephone number, including area code)
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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))
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ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
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On April 25, Nevada Gold & Casinos, Inc., through a wholly owned subsidiary (CGC
Holdings, L.L.C.) acquired all of the shares of Colorado Grand Enterprises,
Inc., which owns the Colorado Grande Casino located in Cripple Creek, Colorado,
from Isle of Capri Black Hawk L.L.C. (ICBH) for $6.5 million. The transaction
was the result of arms-length negotiations between the parties.
Nevada Gold & Casinos, Inc. paid $600,000 of the purchase price in cash and a
promissory note was issued for the remaining $5.9 million. Simple interest will
accrue on the outstanding principal on the note at a rate equal to ICBH's cost
of funds plus one percent (1%) per annum. The interest rate will be variable,
with the rate dependent on the rate under ICBH's credit facility, which is
currently LIBOR plus 350 basis points. The Note will mature on April 25, 2008.
ICBH is a joint venture between Isle of Capri, Inc. and Nevada Gold & Casinos,
Inc., in which Nevada Gold & Casinos holds a 43% interest. ICBH will record a
loss related to the sale of approximately $4.0 million in its fourth quarter of
fiscal 2005, which ended April 24, 2005. Nevada Gold & Casinos' share of the
loss will be reflected in its consolidated financial statements for the year
ended March 31, 2005.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits. The following exhibit is furnished as part of this
current Report on Form 8-K.
2.1 Stock Purchase Agreement dated as of April 25, 2005
among Isle of Capri Black Hawk, L.L.C., IC Holdings
Colorado, Inc., Colorado Grande Enterprises, Inc., and CGC
Holdings, L.L.C.
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 who is duly authorized.
NEVADA GOLD &
CASINOS, INC.
Date: April 28, 2005 By: /s/ Christopher Domijan
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Christopher Domijan
Chief Financial Officer
INDEX TO EXHIBITS
Item Exhibit
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2.1 Stock Purchase Agreement dated as of April 25, 2005 among Isle of
Capri Black Hawk, L.L.C., IC Holdings Colorado, Inc., Colorado
Grande Enterprises, Inc., and CGC Holdings, L.L.C.
End of Filing