SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
240.14a-11(c) or 240.14a-12
CENTURY CASINOS, INC.
---------------------
(Name of Registrant as Specified in its Charter)
Reid A. Godbolt
---------------
(Name of Person(s) Filing Proxy Statement)
<PAGE>
CENTURY CASINOS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the Annual Meeting of Stockholders of Century
Casinos, Inc. (the "Company"), a Delaware corporation, will be convened at 8:00
a.m., Mountain Time, on Monday, November 25, 1996, at 1625 Broadway, Suite 1600,
Denver, Colorado, for the following purposes:
1. To elect two Class II directors to the Board of Directors;
2. To consider and vote upon a proposal to increase the number of
shares of common stock reserved for issuance under options which
may be granted pursuant to the Employees' Equity Incentive Plan
from 2,500,000 shares to 3,500,000 shares; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Stockholders of record at the close of business on November 4, 1996 will be
entitled to vote at the meeting.
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. PLEASE FILL
IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE SO THAT
YOUR SHARES MAY BE VOTED AT THE MEETING. IF YOU ATTEND THE MEETING YOU CAN
REVOKE YOUR PROXY AND VOTE IN PERSON. YOUR VOTE IS IMPORTANT.
By Order of the Board of Directors
/s/ Norbert Teufelberger
------------------------
Norbert Teufelberger, Secretary
Denver, Colorado
November 4, 1996
<PAGE>
CENTURY CASINOS, INC.
50 South Steele Street, Suite 755
Denver, Colorado 80209
PROXY STATEMENT
Annual Meeting of Stockholders
To Be Held November 25, 1996
IN GENERAL
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Century Casinos, Inc. (the "Company"), to
be used at the Annual Meeting of Stockholders (the "Meeting") to be held on
Monday, November 25, 1996 at 1625 Broadway, Suite 1600, Denver, Colorado, at
8:00 a.m., Mountain Time, for the purposes set forth in the accompanying Notice
of Annual Meeting of Stockholders. The enclosed material was sent on or about
November 4, 1996 to stockholders of the Company.
The shares covered by the enclosed proxy, if received by the Board of
Directors prior to the Meeting, will be voted in favor of the election of the
nominees to the Board of Directors named in this proxy statement and in favor of
the proposal to increase the number of shares of common stock reserved for
issuance under options which may be granted pursuant to the Employees' Equity
Incentive Plan from 2,500,000 shares to 3,500,000 shares, unless such proxy
specifies otherwise. A proxy may be revoked at any time before it is exercised
by giving written notice to the Secretary of the Company at its above address or
by a subsequently executed proxy. Stockholders may vote their shares in person
if they attend the Meeting, even if they have executed and returned a proxy. If
no instructions are indicated on the proxy, the shares will be voted in favor of
the proposals to be considered at the Meeting. The matters to be brought before
the Meeting are the election of two Class II members of the Board of Directors,
to consider a proposal to increase the number of shares of common stock reserved
for issuance under options which may be granted pursuant to the Employees'
Equity Incentive Plan from 2,500,000 shares to 3,500,000 shares, and the
transaction of such other business as may come before the Meeting.
Expenses in connection with the solicitation of proxies will be paid by the
Company. Proxies are being solicited by mail, and, in addition, directors,
officers and regular employees of the Company (who will not receive any
additional compensation) may solicit proxies personally, by telephone or by
special correspondence. The Company will reimburse brokerage firms and others
for their expenses in forwarding proxy materials to the beneficial owners of the
Company's common stock.
VOTING SECURITIES
Only stockholders of record at the close of business on November 4, 1996
will be entitled to vote at the Meeting. On that date, there were issued and
outstanding 15,861,885 shares of the Company's $.01 par value common stock, the
only class of voting securities of the Company. Each share of common stock is
entitled to one vote per share. Cumulative voting in the election of directors
is not permitted.
A majority of the number of the outstanding shares of common stock will
constitute a quorum for the transaction of business at the Meeting.
The following table sets forth information as of November 4, 1996,
concerning record common stock ownership by beneficial owners of five percent or
more of the Company's common stock and the officers and directors of the
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Company. All of the named persons below other than Thomas Graf are officers and
directors of the Company:
<TABLE>
Name and Amount and
Address of Nature of Percent of
Title of Class Beneficial Owner Beneficial Ownership Class
- -------------- ---------------- -------------------- -----
<S> <C> <C> <C>
Common Stock, Erwin Haitzmann 1,777,338 (a) 10.6%
$.01 par value 50 South Steele Street
Suite 755
Denver, CO 80209
Common Stock, Peter Hoetzinger 985,456 (b) 6.0%
$.01 par value 50 South Steele Street
Suite 755
Denver, CO 80209
Common Stock, James D. Forbes 829,828 (c) 5.1%
$.01 par value 50 South Steele Street
Suite 755
Denver, CO 80209
Common Stock, Norbert Teufelberger 553,832 (d) 3.4%
$.01 par value 50 South Steele Street
Suite 755
Denver, CO 80209
Common Stock, Brad Dobski 39,500 (e) (f)
$.01 par value 50 South Steele Street
Suite 755
Denver, CO 80209
Common Stock, All Officers and Directors 4,160,954 23.0%
$.01 par value as a Group (five persons)
Common Stock, Thomas Graf 2,561,000 (g) 16.3%
$.01 par value Liechtensteinstrasse 54
A-2344 Maria Enzerdorf
Austria
</TABLE>
- ------------
(a) Includes: (i) an incentive stock option for 130,000 shares exercisable
at $1.50 per share; (ii) a nonstatutory stock option for 820,000 shares
exercisable at $1.50 per share; (iii) a warrant for 13,669 shares
exercisable at $2.25 per share; and (iv) a proxy in respect of 150,000
shares owned by a stockholder in Austria.
(b) Includes: (i) an incentive stock option for 130,000 shares exercisable
at $1.50 per share; (ii) a nonstatutory stock option for 413,000 shares
exercisable at $1.50 per share; and (iii) a warrant for 8,728 shares
exercisable at $2.25 per share.
(c) Includes: (i) an incentive stock option for 130,000 shares exercisable
at $1.50 per share; (ii) a nonstatutory stock option for 328,000 shares
exercisable at $1.50 per share; and (iii) a warrant for 13,064 shares
exercisable at $2.25 per share.
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<PAGE>
(d) Includes: (i) an incentive stock option for 130,000 shares exercisable
at $1.50 per share; (ii) a nonstatutory stock option for 143,000 shares
exercisable at $1.50 per share; and (iii) a warrant for 5,416 shares
exercisable at $2.25 per share.
(e) Includes incentive stock options for 4,500 shares exercisable at $2.25
per share and 35,000 shares exercisable at $1.50 per share, and is less
than 1% of the Common Stock.
(f) Less than 1%.
(g) Includes a warrant for 50,000 shares exercisable at $2.25 per share.
Change of Control. On March 31, 1994 the Company completed transactions
pursuant to a Plan of Reorganization and Agreement (the "Plan") among the
Company, Alpine Acquisition, Inc., a Delaware corporation ("Merger Subsidiary")
and Century Casinos Management, Inc., a Delaware corporation ("Century") dated
December 24, 1993. Pursuant to the Plan, the Company created the Merger
Subsidiary to effectuate a merger of the Merger Subsidiary into Century. Under
the Plan, each holder of Century common stock received shares of Company common
stock for shares of the common stock of Century on a one-for-one basis. In
total, 6,213,971 shares of the Company's common stock were issued. For
accounting purposes, Century is considered to have acquired the Company, since
Century's stockholders hold a majority of the common stock of the combined
entity. This transaction is generally known as a reverse triangular acquisition,
and has been accounted for under purchase accounting.
The Plan was negotiated and executed by the parties at arms-length, and the
consideration in the transaction was determined by weighing each corporation's
present and future prospects, tangible assets, management capabilities, along
with the trading price of the Company's common stock.
Prior to the execution of the Plan, no relationship existed between the
Company and Century or any of their respective affiliates, directors or
officers, or any associate of any director or officer of the Company or Century.
Change of State of Incorporation. In the 1994 Annual Meeting of
Stockholders, the stockholders approved a proposal under which the Company's
state of incorporation was changed from Colorado to Delaware. This was
accomplished by merging the Company, then named Alpine Gaming, Inc., into
Century Casinos, Inc., a Delaware corporation formed expressly for this purpose.
Hence, the Company thereby changed its name to Century Casinos, Inc. In
addition, the Company adopted a new certificate of incorporation and bylaws
pursuant to Delaware law, which included a number of changes in the Company's
organization and structure. Among these changes was a provision, further
discussed below, dividing the Board of Directors into three classes, with the
directors in each class elected for three-year terms.
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS
Information regarding the Board of Directors and executive officers of the
Company, as of November 4, 1996, is as follows:
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<PAGE>
<TABLE>
Name Age Positions Held Officer or Director Since
---- --- -------------- -------------------------
<S> <C> <C> <C>
Erwin Haitzmann 43 Chairman of the Board March 1994
Peter Hoetzinger 34 Vice Chairman of the Board
and Assistant Secretary March 1994
James D. Forbes 39 President, Assistant Treasurer
and Director March 1994
Norbert Teufelberger 31 Secretary and Director March 1994
Brad Dobski 43 Chief Accounting Officer January 1995
</TABLE>
There is no family relationship between or among any of the above-listed
officers and directors.
Erwin Haitzmann holds a Doctorate degree in Social and Economic Sciences
from the University of Linz, Austria (1980), and has extensive casino gaming
experience ranging from dealer (commencing in 1975) through various casino
management positions. Mr. Haitzmann served as Chief Executive Officer of Casinos
Austria International from 1981 to 1992. During his employment he served as
chairman or member of the board of directors of more than 25 casino subsidiaries
of Casinos Austria International worldwide. From October 1992 through April 1993
he was employed by Novo Invest Casino Development as Head of the Management
Board. Since May 1993, Mr. Haitzmann has been employed full-time by the Company.
Peter Hoetzinger received an MBA from the University of Linz, Austria, in
1986. He thereafter joined Casinos Austria International, where he was
responsible for business development and acquisitions through October 1992; he
served as deputy to the Chief Executive Officer and as director of 10 casino
subsidiaries of Casinos Austria International. From November 1992 through April
1993, he worked for Novo Invest Casino Development. Since May 1993, Mr.
Hoetzinger has been employed by the Company full-time.
James D. Forbes, from 1979 to 1987, was employed in several positions in
the gaming industry with British casino companies. From 1987 through January
1993, he was employed in the gaming industry by Casinos Austria International in
various positions, including casino manager, general manager, operations manager
and regional managing director. Mr. Forbes joined the Company on a full-time
basis in February, 1993.
Norbert Teufelberger received an MBA from Vienna University in 1989. He
thereafter joined Casinos Austria International in 1989, as Assistant to the
Chief Executive Officer, later becoming Head of International Finance & Control.
There, his responsibilities included establishing financial operating systems
for the parent and all subsidiary companies. Additionally, he was responsible
for negotiating and establishing financing requirements of Casinos Austria
International. From November 1992 through April 1993, he worked for Novo Invest
Casino Development. Since May 1993, he has been employed by the Company
full-time.
Brad Dobski holds a B.S. Degree in Mathematics from the University of
Illinois (1974), a Master's Degree in Accountancy from the University of
Illinois (1978) and is a Certified Public Accountant. From 1978 to 1986 he was
employed by the public accounting firm of Price Waterhouse, and ended his tenure
as Audit Manager. From 1986 to 1994 he served in various financial management
capacities in the U.S. and abroad with the Kiewit Companies, a privately-held
multinational conglomerate engaged in construction, telecommunications and
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<PAGE>
energy. He held the position of Financial Director of McCourt/Kiewit
International prior to leaving Kiewit in April 1994. Mr. Dobski joined the
Company full-time in November 1994.
Executive Compensation
The table below sets forth executive compensation during 1994 and 1995 to
the chief executive officer of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
Awards Payouts
----------------------------------
Securities
Other Under-
Annual Restricted lying All Other
Compen- Stock Options/ LTIP Compen-
Salary Bonus sation Award(s) SARs Payouts sation
Year ($) ($) ($) ($) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James D. Forbes, 1995 $99,500 -- -- -- -- -- --
President 1994 $100,957 -- -- -- -- -- --
</TABLE>
No other executive officer received compensation greater than $100,000
during 1994 or 1995.
The table below sets forth information concerning the exercise of options
during 1995 along with the aggregate 1995 year-end option holdings of the chief
executive officer of the Company.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN 1995 AND YEAR-END OPTION VALUES - COMMON STOCK
Number of Securities
underlying options Value of unexercised
Shares Acquired at December 31, 1995 in-the-money options at
Name on exercise(#) Value realized Exercisable/Unexercisable December 31, 1995
<S> <C> <C> <C> <C>
James D. Forbes, - - 458,000 / -0- $114,500(a)
President
</TABLE>
- --------
(a) Based on the average of the low ($1.25) and high ($2.25) bid prices of the
Company's Common Stock on the Nasdaq Stock Market as quoted on December 31,
1995.
The table below sets forth information concerning grants of options during
1995 to the chief executive officer of the Company.
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<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS OF 1995 - COMMON STOCK
Number of % of total
Securities underlying options granted
options to employees Exercise price Expiration
Name granted (#) in 1995 ($/Sh) Date
---- ----------- ------- ------ ----
<S> <C> <C> <C> <C>
James D. Forbes, President
Incentive Stock Option 130,000(a) 23.0 1.50 August 15, 2005
Non-Statutory Option 328,000(a) 19.3 1.50 August 15, 2005
</TABLE>
- --------
(a) These grants were made pursuant to certain amendments to the Company's
Employees' Equity Incentive Plan (the "Plan") in 1995 whereby Mr. Forbes
surrendered 79,998 incentive stock options (priced at $3.58 per share) and
266,002 non-statutory stock options (priced at $3.25 per share) previously
issued pursuant to the Plan and was reissued the indicated options. The
options were repriced in order to provide sufficient incentive for
full-time executives to remain employed with the Company and work toward
increasing stockholder value.
Directors who are full-time employees receive no compensation for their
services as directors; all of the Company's directors are full-time employees.
COMPLIANCE WITH SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who beneficially own more than 10%
of its outstanding common stock, to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and reports of changes in
ownership of common stock and other equity securities of the Company. Officers
and greater than 10% stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) reports they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1995, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% stockholders were complied with in a timely manner.
PROPOSAL I
ELECTION OF DIRECTORS
In the 1994 annual meeting, the stockholders approved a proposal to divide
the Board into three classes as nearly equal in number as possible. Two Class I
directors were elected for an initial one-year term expiring at the 1995 Annual
Meeting of Stockholders. One of the Class I directors has since resigned, and
the size of the Board was reduced from five to four members. Two Class II
directors, Messrs. Forbes and Hoetzinger, were elected for an initial two-year
term expiring at the 1996 Annual Meeting of Stockholders. One Class III
director, Mr. Haitzmann, was elected for an initial three-year term expiring at
the 1997 Annual Meeting of Stockholders. Beginning with the 1995 annual meeting,
each director who is elected at an Annual Meeting will be elected for a
three-year term expiring at the third Annual Meeting of Stockholders after such
director's election. Accordingly, directors of one Class only are elected at
each year's Annual Meeting of Stockholders. If elected, all nominees are
expected to serve until the expiration of their respective terms and until their
successors are duly elected and qualified.
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At the Meeting, the two Class II directors will be elected. The proxies
named on the enclosed proxy intend to vote for the election of the nominees,
Peter Hoetzinger and James D. Forbes. Proxies cannot be voted for a greater
number of directors than the number nominated, which, in this instance, is two
directors. The nominees are presently members of the Board of Directors, having
been appointed in connection with the March 31, 1994 business combination with
Century. Both persons have indicated a willingness to serve; however, in the
event either nominee should become unable to serve as a director, the proxy will
be voted in accordance with the best judgment of the persons acting under the
proxy.
The information concerning Messrs. Hoetzinger and Forbes, the nominees for
the Class II directors, is set forth above under "Information Concerning
Directors and Executive Officers."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ABOVE NOMINEES.
Certain Information Regarding the Board of Directors
During 1995, there were no formal meetings of the Board of Directors.
However, all directors were also full-time employees of the Company, and on
several occasions during the year, the members of the Board of Directors
executed unanimous written consents in lieu of meetings. The Board of Directors
does not have separate Audit, Compensation or Nominating Committees.
PROPOSAL II
INCREASE SHARES RESERVED FOR ISSUANCE UNDER
THE EMPLOYEES' EQUITY INCENTIVE PLAN FROM
2,500,000 SHARES TO 3,500,000 SHARES
On April 29, 1994, the Board of Directors unanimously adopted the
Employees' Equity Incentive Plan (the "Plan") which was approved by stockholders
on June 7, 1994. Certain Amendments to the Plan were adopted unanimously by the
Board in 1995 and approved by stockholders on November 22, 1995. The following
discussion of the terms and conditions of the Plan is qualified in its entirety
by the complete text of the Plan, a copy of which is on file at the offices of
the Company. The purpose of the Plan is to provide key management employees of
the Company with added incentives to continue in the long-term service of the
Company and to create in such employees a more direct interest in the future
success of the Company by relating compensation to increases in stockholder
value, so that the income of key management employees is more closely aligned
with the income of the stockholders of the Company. The Plan is also designed to
attract key employees and to retain and motivate participating employees by
providing an opportunity for investment in the Company.
The Plan is administered by the Board of Directors through an Incentive
Plan Committee (the "Committee"). The Committee, in its sole discretion, selects
participants from the eligible employees to whom option awards are granted, the
amount of each option award and other terms and conditions of each award as the
Committee may determine necessary or desirable and consistent with the terms of
the Plan.
In total, 2,500,000 shares of common stock are authorized for issuance
under the Plan. The Board is proposing that an additional 1,000,000 shares of
common stock be authorized for issuance under the Plan. At present, options
under the Plan are outstanding in respect of 2,330,000 shares to eight employees
as follows:
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<TABLE>
Number of Shares Under Option Type of Option Option Exercise Price
<S> <C> <C>
621,500 Incentive Stock Options $1.50
4,500 Incentive Stock Options $2.25
1,704,000 Non-Statutory Stock Options $1.50
</TABLE>
For information concerning outstanding options to executive officers and
directors, see the table in the discussion below.
Any shares that are subject to an award under the Plan which are not used will
automatically become available for use under the Plan. If the Company shall at
any time increase or decrease the number of its outstanding shares of stock or
change in any way the rights and privileges of the shares by means of a stock
dividend or any other distribution payable upon shares and stock, or through a
stock split or like combination or reclassification of the Company, the numbers,
rights and privileges of options will be increased, decreased or changed in like
manner as if the optioned shares had been fully issued and outstanding.
In the event the Company is merged or consolidated with another corporation
(other than a merger or consolidation in which the Company is the continuing
corporation) and which does not result in any reclassification or change of
outstanding shares or in a merger in which a wholly-owned subsidiary is the
continuing corporation, or if all, or substantially all the assets or more than
50% of the outstanding voting stock of the Company is acquired by another
corporation (other than a sale or conveyance in which the Company continues as a
holding company of an entity or entities that conduct business conducted by the
Company) or in the case of a reorganization (other than a reorganization under
the United States Bankruptcy Code or liquidation of the Company in which a
change in control of the Company does not take place), the Committee or the
board of directors of any corporation assuming the obligations of the Company
will have the power and discretion to prescribe the terms and conditions for
exercise of, or modification of, any outstanding option awards granted under the
Plan.
Participants in the Plan are eligible employees who, in the judgment of the
Committee, are performing, or during the term of their incentive arrangement
will perform, important services in the management, operation and development of
the Company, and who significantly contribute, or are expected to significantly
contribute to the achievement of the long-term corporate economic objectives of
the Company. Participants may be granted from time to time one or more awards
under the Plan.
The Plan provides that participants may be granted one or more options. The
Committee in its sole discretion will determine whether an option is to be
considered an incentive stock option as defined in the Internal Revenue Code of
1986 (the "Code") or a non-statutory option as defined in the Code. The option
prices will be determined by the Committee, but no incentive stock option prices
will be less than the fair market value of the stock on the date the option is
granted. Unless otherwise provided in the Plan, option periods must expire not
more than ten years from the date an option is granted, and all options will be
vested one-third on the date of grant, another third on the first anniversary of
the date of grant, and the final third on the second anniversary of the date of
grant. If employment of an option holder is terminated within the option period
for cause, as determined by the Company, all options granted to such person will
be void for all purposes. The term "cause" means a gross violation, as
determined by the Company, of the Company's established policies and procedures.
If an option holder dies or becomes disabled during the option period while
still employed, his or her options may be exercised by those entitled to do so
and for up to 12 months following the option holder's death or disability. In
any such case, an option may be exercised only relating to the shares as to
which the option had become exercisable on or before the date of the option
holder's death or disability. If the employment of the option holder is
terminated within the option period for any reason other than cause, disability,
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<PAGE>
or the option holder's death, the option may be exercised by the option holder
within three months following the date of termination. No option granted under
the Plan will be transferable by the option holder except by will or pursuant to
the laws of descent and distribution. Each option shall be exercisable during
the option holder's lifetime only by him or her, or in the event of disability
or incapacity, by his or her guardian or legal representative. Options may be
exercised by payment in cash or by delivery of certificates representing the
number of shares owned by the option holder, the fair market value of which
equals the purchase price of the stock purchased pursuant to an option;
provided, however, that shares used for this purpose must have been held by the
option holder for a minimum period of time as may be established by the
Committee but in no case shall redeemed shares have been held for less than six
months.
The executive officers of the Company have been granted options under the
Plan as follows:
<TABLE>
Grantee Number of Shares Exercise Price
<S> <C> <C>
Erwin Haitzmann 130,000 incentive stock options 1.50
820,000 non-statutory stock options 1.50
Peter Hoetzinger 130,000 incentive stock options 1.50
413,000 non-statutory stock options 1.50
James D. Forbes 130,000 incentive stock options 1.50
328,000 non-statutory stock options 1.50
Norbert Teufelberger 130,000 incentive stock options 1.50
143,000 non-statutory stock options 1.50
Brad Dobski 45,000 incentive stock options 1.50
4,500 incentive stock options 2.25
</TABLE>
All of the above options have an exercise term ending in 2005, subject to
earlier termination as provided in the Plan. All of the above incentive stock
options have been granted at an exercise price of 100% fair market value of the
stock the date of grant.
Mr. Dobski's incentive stock options priced at $2.25 are fully vested; his
incentive stock options priced at $1.50 per share vested 10,000 in 1995, an
additional 15,000 vest in 1996, an additional 10,000 vest in 1997 and an
additional 10,000 vest in 1998. All of the other above incentive and
non-statutory options are exercisable in full.
In addition, the Committee may grant stock appreciation rights, performance
shares or performance units relating to the Company's operations. The Board of
Directors has no intent to offer such awards under the Plan at this time.
In the event of a change in control of the Company, the Plan provides that
the Committee shall accelerate the exercise date of any outstanding options or
make all such options fully vested and exercisable, and, in its sole discretion
without obtaining stockholder approval the Committee may take any or all the
following actions: (a) grant cash bonus awards to any option holder in an amount
necessary to pay the option price of all or any portion of the options then held
by such option holders; (b) pay cash to any or all option holders in exchange
for the cancellation of their outstanding options in an amount equal to the
difference between the option price of such options and the greater of the
tender offer price for the underlying stock or the fair market value of the
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<PAGE>
stock on the date of the cancellation of the options; (c) make any other
adjustments or amendments to the outstanding options; and (d) eliminate all
restrictions with respect to restrictive stock and deliver stock free of
restrictive legends to any participant in the Plan. For purposes of the Plan, a
"change in control" will be deemed to have occurred if: (a) any "person" or
"group" (within the meanings of Sections 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934) other than a trustee or other fiduciary holding securities
under an employee benefit plan of the Company is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934),
directly or indirectly, of more than 33 and 1/3% of the then outstanding voting
stock of the Company; or (b) at any time during any period of three consecutive
years (not including any period prior to the effective date of the Plan),
individuals who at the beginning of such period constitute the board (and any
new director whose election by the vote or whose nomination for election by the
Company's stockholders was approved by vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of
such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority thereof; or (c) the
stockholders of the Company approve a merger or consolidation of the Company
with any other corporation other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least 80% of the
combined voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger consolidation, or the
stockholders approve a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of all or substantially all
of the Company's assets.
Awards granted under the Plan will be subject to all conditions required
under Rule 16b-3 adopted under the Securities Exchange Act of 1934. The Company
may require any person to whom an option or award is granted as a condition of
option exercise to give written assurances satisfactory to the Company that such
person is acquiring the securities subject to the option for his own account for
investment and not with a present intention of selling or otherwise distributing
the same. The Plan shall continue through April 29, 2004.
The Board believes that an increase in the number of shares reserved for
issuance under the Plan should be increased from 2,500,000 to 3,500,000 will be
beneficial to the Company because it will allow the Company to be in a position
to retain its executive officers and provide incentives for key employees to
remain with the Company. The Board believes that additional shares reserved
under the Plan can be of benefit to the Company in connection with its growth
strategy, as well as provide incentives for key employees which may be retained
in the event the Company consummates acquisitions of other gaming operations in
the future. If additional options under the Plan are granted to directors of the
Company, the Board intends that such grants will be submitted to stockholders
for their approval. As of October 15, 1996 the closing price of the common stock
as reported by Nasdaq SmallCap Market was $1.34 per share. The Board has
determined that stockholder approval of this proposal should be solicited.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE ADOPTION OF THE
PROPOSAL TO INCREASE THE NUMBER OF SHARES RESERVED UNDER THE EMPLOYEES' EQUITY
INCENTIVE PLAN FROM 2,500,000 TO 3,500,000 SHARES.
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accounting firm is Deloitte & Touche.
Deloitte & Touche is expected to be the Company's independent auditors for 1997.
A representative of Deloitte & Touche is expected to be present at the Meeting
to be available to respond to questions.
10
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STOCKHOLDER PROPOSALS
Any appropriate proposal submitted by a stockholder of the Company and
intended to be presented at the 1997 annual meeting of stockholders must be
received by the Company by March 5, 1997, to be included in the Company's proxy
statement and related proxy for such annual meeting. Such proposals should be
directed to the Secretary of the Company.
OTHER MATTERS
The Company knows of no other matters to be brought before the Meeting, but
if other matters come before the Meeting, it is the intention of the persons
named in the solicited proxy to vote such proxy in accordance with their
judgment.
No compensation will be paid to any person in connection with solicitation
of proxies. Brokers, banks, etc., will be reimbursed for out-of-pocket and
reasonable clerical expenses incurred in obtaining instructions from beneficial
owners of the Company's common stock. Special solicitation of proxies may in
certain instances be made personally or by telephone by officers and employees
of the Company and by employees of certain banking and brokerage houses. All
expenses, estimated to be normal in connection with this solicitation, will be
borne by the Company. Votes will be counted manually. Abstentions will be noted,
and will be counted as present for purposes of a quorum. Broker non-votes will
not be counted for purposes of a quorum.
ANNUAL REPORT ON FORM 10-KSB AND
QUARTERLY REPORT ON FORM 10-QSB
A copy of the Annual Report on Form 10-KSB of the Company for the Year
Ended December 31, 1995, without exhibits, accompanies this Proxy Statement. The
Company's Form 10-QSB for its quarter ended September 30, 1996 is also included
herewith. No such part of the above documents is incorporated herein by
reference and no part thereof is to be considered proxy soliciting material.
BY ORDER OF THE BOARD OF DIRECTORS
Denver, Colorado
November 4, 1996
11
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PROXY PROXY
CENTURY CASINOS, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder of Century Casinos, Inc. acknowledges receipt
of the Notice of Annual Meeting of Stockholders, to be held on Monday, November
25, 1996, at Suite 1600, 1625 Broadway, Denver, Colorado, at 8:00 a.m. Mountain
Time, and hereby appoints James D. Forbes or Norbert Teufelberger, or either of
them, each with the power of substitution, as attorneys and proxies to vote all
the shares of the undersigned at said Annual Meeting and at all adjournments
thereof, hereby ratifying and confirming all that said attorneys and proxies may
do or cause to be done by virtue hereof. The above-named attorneys and proxies
are instructed to vote all of the undersigned's shares as follows:
1. To elect two Class II directors to the Board of Directors: Peter Hoetzinger
and James D. Forbes
Peter Hoetzinger FOR _____ AGAINST _____ ABSTAIN _____
James D. Forbes FOR _____ AGAINST _____ ABSTAIN _____
Instruction: To withhold voting for the nominee, please write such person's name
here:__________________________________________________________________________
2. To increase the number of shares of common stock reserved for issuance
under options which may be granted pursuant to the Employees' Equity
Incentive Plan from 2,500,000 shares to 3,500,000 shares.
FOR _____ AGAINST _____ ABSTAIN _____
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY, WHEN PROPERTY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2.
Dated this ______ day of ________________, 1996.
-------------------------------
Signature
-------------------------------
Signature
Please sign your name exactly as it appears on your stock
certificate. If shares are held jointly, each holder should
sign. Executors, trustees, and other fiduciaries should so
indicate when signing.
Please sign, date and return this proxy immediately.
NOTE: Securities dealers please state the number of shares
voted by this proxy ______________.
