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 23, 2018

    

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

Suite 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:

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 1.01. Entry Into Material Definitive Agreement

 

Nevada Gold & Casinos, Inc. (the “Company”) announced today that it has entered into an agreement to sell its South Dakota Route operation to Michael J. Trucano for $400,000. The sale will include all fixtures, equipment, trade names, and operating agreements used in connection with such business, but will exclude all cash in excess of $400,000.

 

The transaction is expected to close on June 30, 2018, subject to the approval of the South Dakota Commission on Gaming.

 

This sale will free up approximately $250,000 in net cash used in the working capital of such business, which together with the purchase proceeds of $400,000, will be used to decrease outstanding debt of the Company by approximately $650,000.

 

The Company expects to record a net loss from discontinued operations of approximately $300,000.

 

Item 8.01. Other Events

 

The Company also announced that it is no longer in exclusive discussions to sell the Company and that its Board of Directors has initiated a process to evaluate potential strategic alternatives to maximize shareholder value. As part of the process, the Board will consider a full range of strategic, operational and financial alternatives, which may include a sale or other transaction. The Company has retained Rossoff & Company LLC as its financial advisor to assist with the strategic review process, and has retained Hughes Hubbard & Reed LLP as its legal counsel.

 

There can be no assurance that the strategic review process will result in any transaction or strategic alternative, or any assurance as to its outcome or timing. The Company has not set a timetable for completion of the review process and does not intend to disclose developments related to the process unless and until the Board approves a transaction or specific action, or otherwise determines that further disclosure is appropriate or required.

 

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.

  

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   Asset Purchase Agreement dated 23rd day of May, 2018
99.1   Press Release dated May 23, 2018

 

 

 

 

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:  May 23, 2018 By:   /s/ Michael P. Shaunnessy
  Michael P. Shaunnessy
  President & Chief Executive Officer

 

 

 

 

 

  

INDEX TO EXHIBITS

 

Item Exhibit
10.1 Asset Purchase Agreement dated 23rd day of May, 2018
99.1 Press Release dated May 23, 2018
     

 

 

Exhibit 10.1

 

ASSET PURCHASE AGREEMENT

 

THIS AGREEMENT, made and entered into effective the 23rd day of May, 2018, by and between A.G. TRUCANO, SON AND GRANDSONS, INC., a South Dakota corporation, of 155 Sherman Street, Deadwood, SD 57732-1563, hereinafter referred to as ‘Seller”; and, MICHAEL J. TRUCANO of Deadwood, SD 57732, subject to his right to assign this Agreement prior to closing, hereinafter referred to as "Buyer”.

 

WITNESSETH:

 

Seller, is the owner of the business known as “A.G. TRUCANO, SON & GRANDSONS” located at 155 Sherman Street, Deadwood, SD 57732. The purpose of this Agreement is to provide for a sale and transfer of all assets of the Seller, ordinarily and necessarily utilized in the operation of Seller’s business in Deadwood, South Dakota, but excluding all cash in excess of $400,000 utilized in the business, on the following terms and conditions:

 

1.Asset Purchase: Buyer agrees to purchase from Seller and Seller agrees to sell to Buyer all assets of said business, including but not limited to goodwill, business name and telephone number, supplies, fixtures, equipment, personal property, $400,000 in cash and other assets used in connection with the normal and day to day operations of the business, including, but not limited to the assets, as more fully described on the Bill of Sale, Exhibit “A”.

 

For the avoidance of doubt, all cash utilized in the operation of the business in excess of $400,000 shall be retained by Seller.

 

2.Purchase Price and Payment: The total purchase price for the Property shall be the sum of Four Hundred Thousand Dollars ($400,000). The full balance shall be payable on closing.

 

3.Contingency: The sale and closing of this transaction shall be subject to receipt by Buyer of all Regulatory approvals necessary to operate the business.

 

4.Closing and Possession: Closing shall occur at the close of business on June 30, 2018 subject to the approval of the South Dakota Commission on Gaming. Possession of all assets shall be delivered to the Buyer at closing; provided, however, if closing of the transaction contemplated herein has not occurred by June 30, 2018 this agreement shall be terminated and of no further force and effect.

 

5.Buyer’s Representations: Buyer represents:

 

a.Buyer is accepting the Property herein described "as is" and "where is" and is relying upon its personal inspection and knowledge of the Property herein described, and not upon any representations or warranties of Seller, expressly or impliedly made by Seller, except as set forth below;

 

 

 

Asset Purchase Agreement – Final Version Initials
A.G. Trucano, Son & Grandsons, Inc. / Michael J. Trucano _______/ ______
Page 1 AGTS&G      MJT

 

 

 

b.No representations have been made to Buyer by Seller concerning the projected gross profits or projected net income of the business; and

 

c.That it shall be Buyer’s responsibility to obtain all necessary licenses to operate the business operation.

 

6.Seller’s Representations: Seller represents:

 

a.Seller guarantees to Buyer that all of the Property used and in connection with and in relation to the business herein sold is free and clear of all liens, encumbrances and security interests; and, that there are no unpaid bills or claims of creditors covering any Property described in Exhibit "A" or the business;

 

b.Seller has operated the business in compliance with all applicable laws, and has not received any notice from any governmental entity alleging any noncompliance under any applicable law;

 

c.Seller has paid all applicable social security, withholding and employment taxes, sales taxes, use taxes and all other taxes, federal, state or local, applicable to the conduct of Seller’s business, and no dispute exists as to the payment or the amount of any such taxes; and

 

d.There is no lawsuit, action or proceeding pending or, to the knowledge of Seller, threatened against the Seller, that relate to the business or Property herein transferred.

 

e.The shareholder of the Seller have approved and authorized this transaction.

 

f.The assets listed on Exhibit “A” constitute all assets used in the ordinary and necessary operations of Seller and that there are no assets used in the ordinary and necessary operation of the business which are not included in Exhibit “A” except for the retention by Seller of all cash in excess of $400,000.

 

All representations and warranties set forth herein shall survive closing.

 

7.             Transfer/Assignments: Seller shall transfer the Property to Buyer by Bill of Sale, attached hereto as Exhibit “A”. Seller shall also transfer and assign to Buyer any and all governmental permits or licenses that Buyer desires to receive subject to governmental approvals.

 

 

Asset Purchase Agreement – Final Version Initials
A.G. Trucano, Son & Grandsons, Inc. / Michael J. Trucano ________/ _______
Page 2 AGTS&G      MJT

 

 

 

8.             Outstanding Leases and Participation Agreements: Seller shall transfer to Buyer and Buyer shall assume all of Sellers interest in any leases and participation agreements, and any other leases or contracts affecting equipment, real estate, signs or personal property used in connection with the business existing at the time of possession, as may be requested by Buyer; this specifically includes, but is not limited to, a lease between Seller and J-Mak Distributors, Inc. Buyer agrees to assume any progressive slot machine liability and any uncahsed ticket liability existing on the date of Closing. No Coin Operated Machine and Space Leases, or any other leases with customers of Seller, are transferred by Exhibit “A” and no such leases are assumed by Buyer.

  

Prior to closing, Seller shall provide notice to any Lessors that Seller, as Lessee, is exercising its right to terminate any real estate or other leases with Lessors. Seller shall provide to Buyer written confirmation and a copy of each of such notices to each active customer from whom a leasehold interest has been obtained.

 

9.             Business Name: It is understood and agreed that Buyer shall have the right to operate said business under the existing business name “A.G. TRUCANO, SON AND GRANDSONS and Seller transfers to Buyer any right, title or interest in and to the business name “A.G. TRUCANO, SON AND GRANDSONS.”

 

10.           Hold Harmless: Seller shall pay any and all bills, sales tax, unemployment tax, taxes and governmental obligations, other obligations and indebtedness and liability claims, if any, that may be outstanding against the Property and business at the time of possession.

 

11.Time: The parties agree that time is of the essence of this Agreement.

 

12.           Employment Arrangements: Prior to closing, Buyer shall notify Seller of any employees that Buyer will not retain in the operation of the business after closing of this Agreement. Seller shall be responsible for payment of all employee wages and benefits accrued prior to the close of business on June 30, 2018 and shall be responsible for all severance benefits for employees not retained by Buyer at closing.

 

13.           Construction: This Agreement shall be construed and governed in accordance with the laws of the State of South Dakota. Each party has reviewed this Agreement and has had equal opportunity for input into this Agreement. Neither party nor their respective legal counsel shall be construed to be the drafter or primary drafter of this Agreement. In the event of any dispute regarding the construction of this Agreement or any of its provisions, ambiguities or questions of interpretation shall not be construed more in favor of one party than the other; rather, questions of interpretation shall be construed equally as to each party.

 

14.           Attorney Fees and Court Costs: In the event any legal action is filed to enforce or recover under any provision of this Agreement, the prevailing party in the suit shall be entitled to recover court costs and reasonable attorney’s fees from the non-prevailing party.

 

15.           Other Documents: The parties hereby mutually agree to execute any and all other documents necessary or needed in order to effectuate the purposes of this agreement.

 

 

Asset Purchase Agreement – Final Version Initials
A.G. Trucano, Son & Grandsons, Inc. / Michael J. Trucano ________/ _______
Page 3 AGTS&G      MJT

 

 

 

16.           Written Memorandum: This agreement constitutes a memorandum of the final meeting of the minds between the parties hereto of all prior negotiations had by the parties in reference to all matters covered herein; and, this agreement is to be binding upon the respective heirs, executors, administrators and assigns of the parties hereto.

 

17.           Severability of Provisions: In the event that any portion of this Agreement is determined to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other provision herein.

 

18.           Counterparts: This Agreement may be executed in two counterparts, both of which taken together shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing any such counterpart.

 

Dated this 23rd day of May, 2018.

 

A.G. TRUCANO, SON AND GRANDSONS, INC, Seller

 

 

               
 MICHAEL P. SHAUNNESSY,  President   MICHAEL J. TRUCANO or Assigns, Buyer

 

 

State of Nevada )
  )ss.
County of Clark )

 

On this, the ____ day of May, 2018, before me, the undersigned Notary Public, personally appeared ________________________ who acknowledged himself to the _____________________________________________ of A.G. Trucano, Son & Grandsons, Inc. and that he, as such ___________________________________, being authorized so to do, executed the foregoing document for the purposes therein contained, by signing the name of the Corporation, as _______________________________________.

 

In Witness Whereof, I hereunto set my hand and official seal.

  

     
(Seal)   Notary Public
    My commission expires:  __________________

  

 

Asset Purchase Agreement – Final Version Initials
A.G. Trucano, Son & Grandsons, Inc. / Michael J. Trucano ________/ _______
Page 4 AGTS&G      MJT

 

 

 

State of South Dakota )
  ) ss.
County of Lawrence )

 

On this _____ day of May, 2018, before me, the undersigned officer, personally appeared MICHAEL J. TRUCANO, known to me to be the person whose name is subscribed to the within instrument, subject to the right of assignment, and acknowledged that he executed the same for the purposes therein contained.

 

In Witness Whereof, I hereunto set my hand and official seal.

 

     
(Seal)   Notary Public
    My commission expires:  __________________

 

 

Asset Purchase Agreement – Final Version Initials
A.G. Trucano, Son & Grandsons, Inc. / Michael J. Trucano ________/ _______
Page 5 AGTS&G      MJT

 

 

 

 

EXHIBIT A

BILL OF SALE

 

Know all Men by these Presents: That A.G. TRUCANO, SON AND GRANDSONS, INC., a South Dakota corporation, of 155 Sherman Street, Deadwood, SD 57732-1563,Grantor”, for and in consideration of the sum of Four Hundred Thousand Dollars ($400,000) in hand paid at or before the delivery of these presents, by MICHAEL J. TRUCANO of Deadwood, SD 57732 (subject to his right to assign this Bill of Sale prior to closing), “Grantee”, the receipt whereof is hereby acknowledged, has assigned, transferred and conveyed, and by these presents does assign, transfer and convey unto Grantee, his successors and assigns the following described personal property, namely:

 

1.All assets of said business, including but not limited to goodwill, business name and telephone number, supplies, fixtures, equipment, personal property, cash and other assets ordinarily and necessarily used in connection with the normal and day to day operations of the business;
2.The sum of $400,000 in cash;
3.Any and all governmental permits and licenses, which may be requested by Grantee, for which Grantor has a right of assignment;
4.All of Grantor’s interest in slot machine manufacturer’s participation agreements, and any other leases or contracts affecting equipment, real estate, signs or personal property used in connection with the business existing at the time of possession, as may be requested by Grantee; this specifically includes, but is not limited to, a lease between Grantor and J-Mak Distributors, Inc. No Coin Operated Machine and Space Leases, or any other leases with customers of Grantor, are transferred by Exhibit “A” and no such leases are assumed by Grantee;
5.The existing business name, “A.G.Trucano, Son and Grandsons” and all goodwill associated therewith;
6.All intellectual property used in the operation of the business known as A.G. Trucano, Son, and Grandsons, Inc. including, but not necessarily limited to computers and computer equipment, networking equipment, software, including any historic licenses, manuals, peripherals, training materials, more specifically listed hereafter;
7.The detailed listing of certain assets described on the 19 additional pages attached hereto, all of which are incorporated by reference.

 

TO HAVE AND TO HOLD the same unto Grantee, his successors and assigns, forever. Grantor, does for itself and its successors and assigns, covenant and agree to and with Grantee, to warrant and defend the property hereby conveyed unto Grantee his successors and assigns, against all and every person and persons whatsoever.

 

IN WITNESS WHEREOF, I have hereunto set my hand on the 23rd day of May, 2018.

 

(Signature page follows)

 

 

 

 

 

 

  A.G. TRUCANO, SON AND GRANDSONS, INC,
  Seller
   
   
   
  MICHAEL P. SHAUNNESSY,  President

 

 

 

 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 

 

Exhibit 99.1

 

 

 

Nevada Gold & Casinos Announces Review of Strategic Alternatives and

Sale of South Dakota Route Operation 

 

LAS VEGAS, May 23, 2018 -- Nevada Gold & Casinos, Inc. (NYSE MKT: UWN) (the “Company”) today announced that it is no longer in exclusive discussions to sell the Company and that its Board of Directors has initiated a process to evaluate potential strategic alternatives to maximize shareholder value. As part of the process, the Board will consider a full range of strategic, operational and financial alternatives, which may include a sale or other transaction. The Company has retained Rossoff & Company LLC as its financial advisor to assist with the strategic review process, and has retained Hughes Hubbard & Reed LLP as its legal counsel.

 

The Company cautions that there can be no assurance that the strategic review process will result in any transaction or strategic alternative, or any assurance as to its outcome or timing. The Company has not set a timetable for completion of the review process and does not intend to disclose developments related to the process unless and until the Board approves a transaction or specific action, or otherwise determines that further disclosure is appropriate or required.

 

The Company also announced today that it has entered into an agreement to sell its South Dakota Route operation to Michael J. Trucano for $400,000. The sale will include all fixtures, equipment, trade names, and operating agreements used in connection with such business, but will exclude all cash in excess of $400,000.

 

The transaction is expected to close on June 30, 2018, subject to the approval of the South Dakota Commission on Gaming.

 

This sale will free up approximately $250,000 in net cash used in the working capital of such business, which together with the purchase proceeds of $400,000, will be used to decrease outstanding debt of the Company by approximately $650,000.

 

The Company expects to record a net loss from discontinued operations of approximately $300,000.

 

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), and a local casino in Henderson, Nevada (clubfortunecasino.com).

 

 

Contacts:

Nevada Gold & Casinos, Inc.

Michael P. Shaunnessy / James Meier

(702) 685-1000

 

Stonegate Capital Partners

Preston Graham

(972) 850-2001