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):

 

August 15, 2016

    

NEVADA GOLD & CASINOS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   1-15517   88-0142032
(State or other jurisdiction of incorporation
or organization)
  (Commission File Number)   (I.R.S. Employer Identification No.

 

133 E. Warm Springs Road, Ste 102

Las Vegas, Nevada

  89119
(Address of principal executive offices)   (Zip Code)

 

(702) 685-1000

(Registrant's telephone number, including area code)

 

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 communications 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 communications 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 August 15, 2016, Nevada Gold & Casinos, Inc. (the “Company”) entered into a Director Nomination Agreement (the “Agreement”) with Esplanade Capital Partners I LLC (“Esplanade”), Novation Companies, Inc. (“Novation”), together the “Nominating Shareholders” and two designated nominees, Shawn W. Kravetz and Rudolph K. Kluiber (the “Designated Nominees”) of the Nominating Shareholders. Pursuant to the Agreement:

 

1.The Board of Directors of the Company (the “Board”) will increase the size of the Board from 5 to 7 members to accommodate the election of the Designated Nominees.

 

2.The Company will include the Designated Nominees in the Company’s Proxy Statement, as director nominees, for the 2016 Annual Meeting of Shareholders of the Company.

 

3.Esplanade and Novation will be reimbursed by the Company for their reasonable and customary legal expenses relating to the execution of the Agreement.

 

4.Upon his election as a director, Shawn W. Kravetz shall be appointed to the Corporate Governance and Nominating Committee of the Board.

 

5.The Nominating Shareholders will vote in favor of the Board’s director nominees at the 2016 Annual Shareholder Meeting and in accordance with the recommendation of the Board on all other matters brought before the meeting.

 

6.The Nominating Shareholders and Messrs. Kravetz and Kluiber will comply with all corporate governance and trading policies of the Company.

 

7.A copy of the Agreement is filed as Exhibit 10.1 hereto and the description above is qualified in its entirety by one full text of the Agreement.

 

Item 9.01.Financial Statements and Exhibits

 

(d)   Exhibits. The following exhibits are furnished as part of this current Report on Form 8-K:
     
10.1   Director Nomination Agreement
99.1   Press Release

 

 

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:  August 15, 2016 By:   /s/ Michael P. Shaunnessy
  Michael P. Shaunnessy
  President & Chief Executive Officer

 

  

INDEX TO EXHIBITS

 

Item Exhibit
10.1   Director Nomination Agreement
99.1   Press Release
     

 

 

Exhibit 10.1

 

Director Nomination Agreement

 

This Director Nomination Agreement (the “Agreement”) effective as of August 15, 2016 (the “Effective Date”) is among Esplanade Capital Partners I LLC (“Esplanade”), Novation Companies, Inc. (“Novation”), together the “Nominating Shareholders”, the undersigned Nominees of the Nominating Shareholders and Nevada Gold & Casinos, Inc. (the “Company”)

 

The Company, the Nominating Shareholders and the Nominees agree as follows:

 

1.As of the Effective Date the Nominating Shareholders irrevocably withdraw their Notices of Shareholder Nominations dated July 12, 2016 for the 2016 Annual Meeting of Shareholders of the Company (the “Notice of Shareholder Nominations”).

 

2.The Corporate Governance and Nominating Committee of the Company’s board of directors (the “Board”) has reviewed and approved the qualifications of Shawn W. Kravetz and Rudolph K. Kluiber, each a designee and nominee of the Nominating Shareholders, (the “Nominees”) and has recommended their nomination to the Board.

 

3.The Board has approved Messrs. Kravetz and Kluiber as director nominees to be included in the Company’s proxy statement for the 2016 Annual Meeting of Shareholders of the Company.

 

4.The Board will increase the size of the Board from 5 to 7 members to accommodate the election of Messrs. Kravetz and Kluiber as Class III and Class II directors respectively.

 

5.As a condition to the nomination of Messrs. Kravetz and Kluiber as directors of the Company for the 2016 Annual Meeting both Messrs. Kravetz and Kluiber agree to submit to the jurisdictions of the Nevada Gaming Commission and Nevada Gaming Control Board, the Washington State Gambling Commission and the South Dakota Commission on Gaming, herein after referred to the “Regulatory Authorities” and shall provide all the information, without exception, to the Regulatory Authorities and the Company including information requested in background investigations, gaming applications, proxy statements or any other required filings under applicable law and any information required in connection with confirming independence or in satisfying compliance and legal obligations.

 

6.The Company will reimburse the Nominating Shareholders for their reasonable and customary legal expenses relating to the Notice of Shareholders Nomination and this Agreement.

 

7.Upon his election as a director, Shawn W. Kravetz shall be appointed to the Corporate Governance and Nominating Committee of the Board of Directors of the Company.

 

8.The Nominating Shareholders shall cause all voting securities of the Company with respect to which they have voting power to be present for quorum purposes and to vote at the 2016 Annual Meeting of Shareholders of the Company for all directors nominated by the Board for election at the Shareholders Meeting and in accordance with the recommendation of the Board on all other matters brought before the meeting.

 

9.The Nominating Shareholders and Messrs. Kravetz and Kluiber shall comply with all corporate governance, conflict of interest, confidentiality, stock ownership and trading policies and guidelines of the Company as approved by the Board from time to time.

 

10.The Company will announce this Agreement and the material terms thereof by means of a press release issued at the time the Company files a Form 8-K with the Securities and Exchange Commission announcing this Agreement. The Press Release will be attached to the Form 8-K.

 

 1 

 

 

11.Each of the parties represents and warrants to the other party that:

 

(a)such party has all requisites company power and authority to execute and deliver this Agreement and to perform its obligations hereunder;

 

(b)this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and

 

(c)this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound, or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.

 

12.As of the effective date, Esplanade beneficially owns 840,229 shares of Common Stock, of the Company, of which it has the sole voting and dispositive power; Novation is the beneficial owner of 1,000 shares of Common Stock of the Company.

 

13.This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the parties hereto.

 

14.All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, if given by overnight mail and email, when such overnight mail and email are transmitted to the address and email address set forth below and appropriate confirmations are received:

 

  If to the Company:
    Nevada Gold & Casinos, Inc.
    133 E. Warm Springs Road, Suite 102
    Las Vegas, NV 89119
    Attention:  President
    Email:        mshaunnessy@nevadagold.com
     
     
  With a copy to:
    Nevada Gold & Casinos, Inc.
    133 E. Warm Springs Road, Suite 102
    Las Vegas, NV 89119
    Attention:  General Counsel
    Email:        eeast@nevadagold.com
     
     
  If to Esplanade or
  Shawn W. Kravetz:
    Esplanade Capital Partners I LLC
    One International Place, 14th Floor
    Boston, MA 02110
    Attention:  Shawn W. Kravetz
    Email:        shawn@esplanadecaptial.com

 

 2 

 

 

  If to Novation
  Companies, Inc.:
    Novation Companies, Inc.
    2114 Central Street, Suite 600
    Kansas City, MO 64108
    Attention:  Rodney E. Schwatken
    Email:        rodney.schwatken@novationcompanies.com
     
     
  If to Rudolph K Kluiber:
    GRT Capital Partners
    One Liberty Square, 11th Floor
    Boston, MA 02109
    Attention:  Rudolph K. Kluiber
    Email:        rkluiber@grtcapital.com

 

15.If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have not effect upon the legality or enforceability of any other provision of this Agreement.

 

16.This Agreement may be executed in two or more counterparts, which together shall constitute a single agreement.

 

17.This Agreement shall not be assignable by any of the parties to this Agreement. This Agreement however, shall be binding on successors of the parties hereto.

 

18.This Agreement is solely for the benefit of the parties hereto and is not enforceable by any other person.

 

19.The parties hereto agree that if for any reason any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy. Accordingly, each party agrees that in addition to other remedies the other party shall be entitled to at law or equity, the other party shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the federal or state courts located in Clark County in the Sate of Nevada. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING, WITHOUT LIMITATION, VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEVADA APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

 

20.Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement.

 

 3 

 

 

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.

 

  NEVADA GOLD & CASINOS, INC.
         
  By:  
    Name: William J. Sherlock  
    Title: Chairman of the Board  
         
         
  ESPLANADE CAPITAL PARTNERS I LLC
         
         
  By:  
    Name: Shawn W. Kravetz  
    Title: President and Chief Investment Officer
of Manager
 
         
         
  NOVATION COMPANIES, INC.
         
  By:  
    Name:  Rodney E. Schwatken  
    Title: Chief Executive Officer  
`        
         
     
    Shawn W. Kravetz  
    Nominee  
         
         
     
    Rudolph K. Kluiber  
           Nominee  

 

 

 4 

Exhibit 99.1

 

 

Nevada Gold & Casinos Announces Board of Directors’ Expansion

 

 

LAS VEGAS, NV - August 15, 2016 -- Nevada Gold & Casinos, Inc. (NYSE MKT: UWN) today announced that it has entered into a Director Nomination Agreement with Esplanade Capital Partners I LLC and Novation Companies, Inc. to increase the size of its Board of Directors from five to seven members and include Shawn W. Kravetz, President and Chief Investment Officer of Esplanade Capital LLC, and Rudolph K. Kluiber, Managing Director of GRT Capital Partners to its slate of director nominees for its forthcoming annual meeting of shareholders.

 

Nevada Gold & Casino’s Chairman, Bill Sherlock, stated “We believe this Agreement is a positive for our company and shareholders, as these two, proposed board members bring financial and business expertise to our board.”

 

The full text of the Director Nomination Agreement has been filed as an Exhibit to the Company’s current report on Form 8-K.

 

 

Forward-Looking Statements

This release contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We use words such as "anticipate," "believe," "expect," "future," "intend," "plan," and similar expressions to identify forward-looking statements. Forward-looking statements include, without limitation, our ability to increase income streams, to grow revenue and earnings, and to obtain additional gaming and other projects. These statements are only predictions and are subject to certain risks, uncertainties and assumptions, which are identified and described in the Company's public filings with the Securities and Exchange Commission.

 

 

About Nevada Gold & Casinos

 

Nevada Gold & Casinos, Inc. (NYSE MKT:UWN) of Las Vegas, Nevada is a developer, owner and operator of 9 gaming operations in Washington (wagoldcasinos.com), a local casino in Henderson, Nevada (clubfortune.com), and a slot route operation in Deadwood, South Dakota (dakotaplayersclub.com). For more information, visit www.nevadagold.com.

 

 

 

Contacts:

Nevada Gold & Casinos, Inc.
Michael P. Shaunnessy / James Meier
(702) 685-1000

Casey Stegman

Stonegate Capital Partners

(214) 987-4121