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: January 4, 2008
(Date
of earliest event reported: December 31, 2007)
CENTURY
CASINOS, INC.
(Exact
Name of Registrant as specified in its charter)
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Delaware
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0-22290
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84-1271317
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
Number)
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1263
Lake Plaza Drive Suite A, Colorado Springs, CO
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80906
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
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719-527-8300
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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:
o Written
communication 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
pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry Into a
Material Definitive Agreement.
On
December 31, 2007, Century Casinos,
Inc. (the
“Company”), through its wholly owned subsidiary Century Casinos Tollgate,
Inc., entered into an agreement with Central City Venture
LLC
(“Venture”) whereby the Company acquired from Venture the remaining
35% of all issued
and outstanding partnership units of CC Tollgate LLC (“Tollgate”) that
the Company did not already own. Tollgate owns and operates the Century Casino
& Hotel in Central City, Colorado. Following the transaction, the Company
owns 100% of Tollgate.
The
purchase price for the 35% equity interest was $2.1 million. In addition, the
Company purchased a $1.0 million note previously issued to Venture by Tollgate
as well as $0.2 million of accrued interest. The Company financed the
transaction primarily with funds obtained from its revolving credit facility
and
available cash on hand.
In
accordance with US
accounting standards, because the Company previously allocated Tollgate’s losses
against the $1.0 million note, the Company will be required to recognize
the purchase of the $1.0 million note as a charge to the income statement in
the
fourth quarter 2007.
In addition, the Company will now record Tollgate’s net income or losses at 100%
(instead of the previous 65%) going forward.
This
summary of terms of the agreement is qualified in its entirety by the text
of
the agreement, a copy of which will be filed with the Company’s Form
10-K for the year ended December 31, 2007.
Item
7.01 Regulation FD
Disclosure.
On
January 2, 2008, the Company issued a press release announcing the acquisition
of the remaining 35% of the issued and outstanding partnership units of
Tollgate. A copy of the press release is furnished herewith as Exhibit
99.1
Item
9.01 Financial
Statements and Exhibits.
(c)
Exhibits
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Century
Casinos, Inc. press release announcing 100% ownership in Central
City,
Colorado casino and hotel.
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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 thereunto
duly authorized.
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Century
Casinos, Inc.
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(Registrant)
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Date: January
4, 2008
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By
: /s/ Ray
Sienko
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Ray
Sienko
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Chief
Accounting Officer
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