SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 9, 2005
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TRACKPOWER, INC.
(Exact name of registrant as specified in its charter)
Wyoming 000-28506 13-3411167
(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation or organization) identification no.)
67 Wall Street, Suite 2211
New York, New York 10005
(Address of principal executive (Zip code)
offices)
Registrant's telephone number, including area code: (212) 804-5704
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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 (see General Instruction A.2. below):
|_| 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))
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off Balance Sheet Arrangement of a Registrant.
On August 24, 2005, Tioga Downs Racetrack, LLC ("TD") and Vernon Downs
Acquisition, LLC ("VDA"), each of which is 50% owned by Trackpower, Inc. (the
"Registrant" or the "Company"), entered into an agreement (the "Agreement") with
Nevada Gold & Casinos Inc. ("Nevada Gold"), pursuant to which the parties agreed
to form a new limited liability company (the "LLC") to (i) own and pursue racing
and gaming interests at Tioga Downs in Nichols, New York and (ii) pursue the
acquisition out of bankruptcy of Vernon Downs in Vernon, New York and to pursue
gaming and racing interests at such facility.
A more detailed description of this transaction can be found in Item 1.01 of the
Registrant's Form 8-K filed on August 30, 2005.
Under the terms of the Agreement, TD, VDA and Nevada Gold agreed to use
commercially reasonable efforts to reach an agreement with All Capital/Shawn
Scott and Vestin Mortgage, Inc. ("Scott/Vestin") relating to their claims and
interest in the bankruptcy of Mid-State Raceway, Inc. and Mid State Development,
Inc. which own Vernon Downs. The Scott/Vestin claims include common stock
ownership of Vernon Downs by Shawn Scott and senior debt financing provided by
Vestin Mortgage Inc. to Vernon Downs, prior to bankruptcy. If such agreement
could be reached, Nevada Gold agreed to advance an amount up to $1,100,000 to TD
for purposes of the Scott/Vestin settlement for the benefit of VDA. It was
further agreed that one-half of the amount would be evidenced by a promissory
note (the "Note") and secured by a security interest in all of the tangible and
intangible personal property of TD and any debtor in possession ("DIP")
financing provided to Vernon Downs by VDA or its affiliates and any proceeds
therefrom.
On September 8, 2005, TD, VDA and Nevada Gold reached agreement with
Scott/Vestin in the sum of $1,053,100. On September 9, 2005, TD signed the Note
and requested an advance of $562,550 under the terms of the Note.
The Note bears interest at 9% per annum and shall be repaid upon the earlier of
(i) the date that Vernon Downs receives repayment of the DIP financing in the
Vernon Downs bankruptcy proceedings, (ii) the date on which TD receives
disbursement of third party financing for the development of Tioga Downs, or
(iii) the date that is twelve calendar months from the date of advancement of
funds under the Note. Pursuant to the terms of the Agreement, Nevada Gold has
the right to complete its due diligence by September 22, 2005. In the event that
Nevada Golds' due diligence results in a decision not to participate in the LLC,
Nevada Gold shall retain all rights under the Note. Upon the satisfactory
completion of due diligence by Nevada Gold and the completion of definitive
documentation relating to LLC, such obligation under the Note will be converted
into capital of the LLC.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Trackpower, Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 15, 2005
TRACKPOWER, INC.
By: /s/ Gary N. Hokkanen
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Name: Gary N. Hokkanen
Title: Chief Financial Officer
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