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) May 28, 1999 Colonial Downs Holdings , Inc. ------------------------------ (Exact name of registrant as specified in its charter) VIRGINIA 333-18295 54-1826807 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 10515 Colonial Downs Parkway, New Kent, Virginia 23124 ------------------------------------------------------ (Address of principal executive offices) Registrant's telephone number, including area code (804) 966-7223 Former name of former address, if changed since last report 2 ITEM 5. Change in NASDAQ Market Listing - ------------------------------- The listing of securities of Colonial Downs Holdings, Inc. (the "Corporation") will be transferred from the NASDAQ National Market to the NASDAQ SmallCap Market effective May 28, 1999. In late 1998, the Corporation's stock price fell below the market value public float maintenance and minimum bid requirements for inclusion on the NASDAQ National Market. Because the Corporation satisfied these National Market requirements in April, the Corporation sought continued listing of its securities on the NASDAQ National Market before a Listing Qualifications Panel. However, the Panel recommended that the Corporation's securities listing be transferred to the SmallCap Market. The Corporation currently satisfies the listing requirements of the SmallCap Market and will continue to list it securities under "CDWN". COLONIAL DOWNS HOLDINGS, INC. May 27, 1997 /s/ Ian M. Stewart - ------------ ------------------ Date Ian M. Stewart, President and Chief Financial Officer