As filed with the Securities and Exchange Commission on August 23, 1996
Registration No. 333-09073
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CENTURY CASINOS, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-1271317
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
---------------
50 South Steele Street, Suite 755
Denver, Colorado 80209
(303) 388-5848
(Address, including zip code, and telephone
number, including area code, of
Company's principal executive offices)
James D. Forbes, President
50 South Steele Street, Suite 755
Denver, Colorado 80209
(303) 388-5848
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------
Copies to:
Reid A. Godbolt, Esq.
Jones & Keller, P.C.
1625 Broadway, Suite 1600
Denver, Colorado 80202
-------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ X ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Offering Price Aggregate Offering Registration
Per Share Price Fee
<S> <C> <C> <C> <C>
Common Stock, par value $.01 1,370,833 $1.4375(1) $1,970,573(1) $680
per share
TOTAL 1,370,833 $1.4375 $1,970,573 $680
<FN>
_______________
(1) Calculated under Rule 457(c) and paid previously.
</FN>
</TABLE>
The Company hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Company shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS DATED __________, 1996
CENTURY CASINOS, INC.
-------------
Common Stock, $.01 par value
1,370,833 shares
-------------
This Prospectus relates to the offering of 1,370,833 shares of Common
Stock, $.01 par value ("Common Stock") of Century Casinos, Inc. (the "Company")
by 21 selling stockholders (the "Selling Stockholders"). See "Selling
Stockholders." The Selling Stockholders may offer to sell any of the Common
Stock covered by this Prospectus from time to time at prices and upon terms then
obtainable in (i) ordinary brokers' transactions, (ii) block transactions in
accordance with the rules of the Nasdaq SmallCap Market, (iii) purchases by a
broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus, or (iv) a combination of any such methods
of sale in each case at market prices. See "Plan of Distribution." Certain of
the Selling Stockholders and any broker-dealers who participate in sales of
Common Stock covered by this Prospectus may be deemed to be statutory
underwriters within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"). Commissions paid or discounts or concessions allowed to any
such broker-dealers by any person, any profits received from reselling the
Common Stock covered by this Prospectus if any such broker-dealers purchases any
such Common Stock as a principal, may be deemed to be underwriting discounts and
commissions under the Securities Act. The Selling Stockholders or purchasers of
Common Stock will pay all discounts, commissions, and fees incurred in selling
Common Stock covered by this Prospectus, except that the Company will bear all
expenses incident to the registration and qualification of the Shares under the
Securities Act of 1933, as amended, and state securities laws, on behalf of the
Selling Stockholders. The Company will receive no proceeds from sales by the
Selling Stockholders. See "Use of Proceeds."
The Common Stock is traded on the Nasdaq SmallCap Market under the symbol
CNTY. On August 19, 1996, the last reported sale price of the Common Stock on
the Nasdaq SmallCap Market was $1.19 per share.
---------------------
THE SECURITIES OFFERED HEREBY ENTAIL CERTAIN RISKS WHICH SHOULD BE
CONSIDERED BY INVESTORS. SEE "RISK FACTORS."
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
---------------------
<PAGE>
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION..........................................................3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................3
THE COMPANY....................................................................4
RISK FACTORS...................................................................6
USE OF PROCEEDS...............................................................12
SELLING STOCKHOLDERS..........................................................13
PLAN OF DISTRIBUTION..........................................................16
DESCRIPTION OF SECURITIES.....................................................17
LEGAL MATTERS.................................................................18
EXPERTS.......................................................................18
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission" or "SEC"). Such reports
and other information concerning the Company may be inspected and copies may be
obtained at the Commission's Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C., as well as the following regional offices: 75 Park Place, 14th
Floor, New York, New York and 500 West Madison Street, Suite 1400, Chicago,
Illinois. The Company has filed with the Commission a Registration Statement
under the Securities Act of 1933, as amended (the "Act"), with respect to the
securities offered pursuant to this Prospectus. For further information,
reference is made to the Registration Statement and the exhibits thereto, which
are available for inspection at no fee at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. Copies
of the foregoing material can also be obtained at prescribed rates from the
Public Reference Section of the Commission. The Company's Common Stock is also
listed on the Nasdaq SmallCap Market, and in accordance therewith, the Company
files periodic reports, proxy statements and other information with the Nasdaq
SmallCap Market.
The Company furnishes to its stockholders annual reports containing
financial statements audited by its independent accountants.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the Commission
pursuant to the Exchange Act are incorporated in this Prospectus by reference:
1. Annual Report on Form 10-KSB for the Year Ended December 31, 1995;
2. Quarterly Reports on Form 10-QSB for the Quarters Ended March 31 and
June 30, 1996; and
3. Current Report on Form 8-K dated July 1, 1996.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents (such documents, and the documents enumerated above, being
hereafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed Incorporated
Document modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, including any beneficial
owner, on the written or oral request of any such person, a copy of any or all
of the Incorporated Documents, other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference therein. Requests shall
be directed to Century Casinos, Inc., 50 South Steele Street, Suite 755, Denver,
Colorado 80209, Attention: Norbert Teufelberger, Secretary (telephone number
(303) 388-5848). The information relating to the Company contained in this
Prospectus does not purport to be comprehensive and should be read together with
the information contained in the Incorporated Documents.
<PAGE>
THE COMPANY
Century Casinos, Inc. (the "Company") was formed to acquire equity and
other participation interests in, and to obtain management contracts with
respect to, gaming establishments, with a primary focus on gaming markets in the
United States. The Company, formerly known as Alpine Gaming, Inc. ("Alpine") is
a result of a business combination completed on March 31, 1994, pursuant to
which Century Casinos Management, Inc. ("Century Management") shareholders
acquired approximately 76% of the then issued and outstanding voting stock of
the Company and all officer and board positions of the Company were assumed by
the management team of Century Management. Effective June 7, 1994 the Company
reincorporated in Delaware under the name "Century Casinos, Inc." Because the
Company is the result of the transaction discussed above, the Company's business
has been combined with that of Century Management, and references herein to the
Company refer to the combined entities, unless the context otherwise requires.
The Company operates the Legends Casino and Womack's Saloon & Gaming Parlor
("Womack's") in Cripple Creek, Colorado and operates two small casinos on cruise
ships. The Company has a casino management consulting agreement with a
consortium of Greek firms and Playboy Enterprises, Inc. for a casino to be
established on the island of Rhodes, Greece, and is pursuing other gaming
opportunities in South Africa. The Company also has other potential gaming
projects in the United States and internationally that are in various stages of
development.
On July 1, 1996, the Company purchased substantially all of the assets, and
assumed substantially all of the liabilities, of Gold Creek Associates, L.P.
("Gold Creek"), the operator of Womack's in Cripple Creek, Colorado. Prior to
the acquisition, the Company and its affiliates were not affiliated with Gold
Creek or its affiliates. The total purchase price of the acquisition was
approximately $13.5 million, consisting of a base cash payment of $5 million
plus $320,000 for the amount of estimated working capital as of the closing
date, a promissory note of $5.2 million issued to Gold Creek and the assumption
of existing debt of Gold Creek of approximately $3 million. The promissory note
issued to Gold Creek bears interest at 9% and provides for monthly payments of
only interest for 18 months; thereafter, monthly principal payments of $43,121,
plus interest on the unpaid principal, are required, with a final balloon
principal payment of $2,328,000 due in July 2003. The note is secured by
substantially all of the tangible assets purchased, subject to existing
encumbrances, and the Company is required to meet certain financial covenants.
Additionally, the agreement provides that on July 1, 1998, the Company will
issue 1,060,000 shares of its common stock, valued at approximately $2 million
based on recent trading prices, to two principals of Gold Creek who entered into
consulting contracts with the Company at closing. In addition to the financing
provided by Gold Creek, additional funds required to complete the acquisition
were raised through private sales of common stock of the Company, with net
proceeds of $4,552,000 from 4,072,233 shares sold. In connection with sales of
common stock by a placement agent, the Company also issued warrants to such
placement agent to purchase 150,000 shares of the Company's common stock at
$2.36 per share. The warrants have a term of five years. In addition, the
Company issued a $500,000 convertible debenture to a private investor. The
debenture bears interest at 10.5%, payable quarterly. The holder has the option
to convert the outstanding principal into the Company's common stock at $1.84
per share, subject to a minimum per conversion transaction of $50,000.
The Company generally seeks to enter into gaming operations in areas with
attractive demographic attributes, high population density, local tourism and/or
predictable traffic patterns with a long-term objective of maintaining a policy
of geographic diversification of its projects. The Company's primary economic
analysis covers the potential market area surrounding a proposed gaming
location, although it takes into consideration the economic conditions in any
community in which it intends to establish a gaming facility, as many of the new
gaming jurisdictions have approved gaming as a means to revitalize economies of
local areas. Management believes that there are a significant number of gaming
opportunities in the United States, as well as overseas, and the Company will
have opportunities to acquire casino sites that have underperformed financially,
although favorable outcomes to the Company of these opportunities cannot be
assured.
<PAGE>
RISK FACTORS
THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK, SHOULD BE
CONSIDERED SPECULATIVE AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD A
COMPLETE LOSS OF THEIR INVESTMENT. PROSPECTIVE INVESTORS SHOULD CAREFULLY
CONSIDER THE FOLLOWING RISK FACTORS WITH RESPECT TO CENTURY. THE HEADINGS ARE
NOT INTENDED TO DESCRIBE FULLY THE RISKS, BUT ARE INTENDED TO ALERT READERS TO
THE GENERAL SUBJECT MATTERS OF THE RISKS DESCRIBED.
Historical Operating Losses
From June 1992 through December 31, 1994, the Company incurred net losses
of approximately $3,784,000. The Company also incurred an operating loss for the
year ended December 31, 1995 of approximately $2,606,000 although net income for
the same period was approximately $612,000 primarily due to a $3,928,000
one-time gain recognized by the Company in consideration for the termination of
its riverboat management agreement for a project in Louisiana. The Company
incurred a net loss for the quarter ended March 31, 1996 of approximately
$380,000. In addition, the Company's most significant operating casino, Legends
Casino, incurred significant losses until the Company management took over
management of the casino. Upon assuming control of the Company in April 1994,
management implemented a plan at Legends Casino which has resulted in positive
cash flow and net income for the casino in 1996. Management believes that the
recent acquisition of Womack's should enable the Company to achieve net income,
although this result cannot be assured. Also, in connection with further
expansion, the likelihood of the success of the Company must be considered in
light of the problems, expenses, difficulties, complications and delays
frequently encountered in connection with entry into untested gaming markets,
purchasing and operating gaming establishments that did not succeed under prior
operators and the competitive environment in which the Company operates or may
operate.
Competition
There is intense competition among companies in the gaming industry
generally, and many gaming operators have greater name recognition and financial
and marketing resources than the Company. The Company competes with many
established gaming operators in Cripple Creek, Colorado, and in other Colorado
gaming venues. A number of these operators have greater financial, operational
and personnel resources than the Company. Additional competition is expected to
occur from the expansion or construction of other casino and hotel properties or
the upgrading of other existing facilities in the Cripple Creek area. Management
is aware of one new casino and hotel construction project underway at the
entrance to Cripple Creek's main gaming thoroughfare which, if and when
completed, is expected to be the largest gaming operation in Cripple Creek.
Management has informally been apprised that this casino may open anytime
between August and December of 1996. There can be no assurance that the number
of casino and hotel operations will not exceed market demand or that additional
hotel rooms or casino capacity will not adversely affect the operations of the
Company.
The Company faces competition from other gaming operators in obtaining
available gaming licenses. The Company also competes, to some extent, with other
forms of gaming on both a local and national level, including state-sponsored
lotteries and on and off-track wagering, among others.
The ability of the Company to maintain its competitive position will
require the expenditure of sufficient funds for such items as updating slot
machines and video devices to reflect changing technology, periodic refurbishing
of gaming areas and public service areas and replacing obsolete equipment on an
ongoing basis. There can be no assurance that the Company will generate
sufficient internal funds or obtain sufficient external financing on acceptable
terms to fund such expenditures.
<PAGE>
Dependence on Cripple Creek Market
The Company's gaming revenues generated from operations in Cripple Creek,
Colorado, comprise most of its total gaming revenues. If there is a downturn in
gaming operations in Cripple Creek, the Company will be more adversely affected
than if it had significant gaming operations in other gaming markets. Although
the Company is seeking to diversify geographically, there can be no assurance
that acceptable opportunities will be identified.
Seasonality of the Cripple Creek Market
Because Cripple Creek, Colorado is a mountain tourist town, its gaming
market is subject to seasonal fluctuations. Typically, gaming revenues are
greater in the summer tourist season and are lower from October through April.
During the year ended December 31, 1995, the Colorado Division of Gaming
reported that casino revenue and percentage of the year's total in Cripple Creek
were as follows for quarters ended: March 31 - $19,790,000 (21.0%); June 30 -
$23,303,000 (24.8%); September 30 - $28,218,000 (30.0%); and December 31 -
$22,708,000 (24.1%). Seasonal fluctuations may be larger depending on inclement
weather during the winter months.
Potential Sales of Shares of Common Stock and the Effect Thereof
In March 1995, the Company completed a private placement of 1,460,000 Units
at $1.50 per Unit, each Unit consisting of one share of common stock and one
warrant to purchase one share of common stock exercisable until December 31,
1999 at an exercise price of $2.50 per share. In addition, in January 1996 the
Company completed a private placement of 1,000,000 shares of common stock at
$1.50 per share. Both of these private placements were conducted under
Regulation S adopted by the Securities and Exchange Commission (the "SEC").
Under Regulation S, the Company offered and sold the securities only outside of
the United States to persons who were neither residents nor citizens of the
United States. The shares in the 1995 private placement have been eligible for
resale in the United States since May 1995. The shares in the January 1996
private placement became eligible for resale in the United States in March 1996.
In addition, in June 1996 the Company completed a private placement under
Regulation S of 2,851,400 shares of its common stock at approximately $1.17 per
share, net of sales commissions. These shares became eligible for resale in the
United States in late July 1996. The subsequent sale of shares of common stock
by investors in these offerings (such shares generally may be freely resold
after a 40-day holding period) into the public market could adversely affect the
price of the common stock.
In addition, the Company has a currently effective registration statement
relating to the potential public offer and resale by current stockholders of up
to 1,952,000 shares of common stock and 1,328,000 warrants to purchase a like
number of shares of common stock at an exercise price of $2.25 per share.
Management estimates that approximately one-third of these securities have been
resold under the registration statement. The public offer and resale of the
remaining securities, as well as the potential for such resale, could adversely
affect the price of the common stock.
Adverse Impact on Net Results Due to Goodwill Amortization and Amortization
of Deferred Debt Issuance Costs
In March 1994, Century Casinos Management, Inc., a Delaware corporation
("Century Management") acquired the Company, formerly known as Alpine Gaming,
Inc. ("Alpine") in a "reverse triangular" merger, pursuant to which the former
stockholders of Century Management received approximately 76% of the outstanding
voting stock of Alpine. Shortly thereafter Alpine reincorporated in Delaware
under the name "Century Casinos, Inc." The acquisition was accounted for by the
purchase method of accounting. The excess of the purchase price over the
estimated fair value of Alpine's assets before the acquisition, approximately
$7,700,000, was allocated to goodwill. This goodwill is being amortized over a
ten-year period, which results in an annual non-cash charge to operations of
approximately $770,000. In addition, the Company has preliminarily estimated
that the acquisition of Womack's will result in approximately $9,000,000 of
goodwill to be amortized over a fifteen-year period, resulting in an annual
non-cash charge to operations of approximately $600,000. The amortization of all
of these amounts, although having no effect on future cash flows, will adversely
impact the Company's earnings on a consolidated basis.
Speculative Nature of Potential Gaming Projects
In addition to its operating projects, the Company has a number of
potential gaming projects in various stages of development. In addition to the
capital needs of these potential projects (which may require outside financing),
there are various other risks which could materially adversely affect a proposed
project or eliminate its feasibility altogether. For example, in order to
conduct gaming operations in most jurisdictions, the Company must first obtain
gaming licenses or receive regulatory clearances. To date the Company has
obtained gaming licenses or approval to operate gaming facilities in Colorado,
Louisiana and from the National Indian Gaming Commission. While management
believes that the Company is licensable in any jurisdiction, each licensing
process is unique and requires a significant amount of funds and management
time. The licensing process in any particular jurisdiction can take significant
time as well as significant expense in terms of licensing fees, paying for
background investigation costs, fees of counsel and other associated preparation
costs. Moreover, should the Company proceed with a licensing approval process
with industry partners, such industry partners will be subject to regulatory
review as well. The Company seeks to satisfy itself that industry partners are
licensable, but cannot assure that such partners will, in fact, be licensable.
Additional risks before commencing operations include the time and expense
incurred in unforeseen difficulties in obtaining suitable sites, adequate
liability insurance, liquor licenses, building permits, materials, competent and
able contractors, supplies, employees, gaming devices and related matters. In
addition, certain licenses include competitive situations where, even if the
Company is licensable, other factors such as the economic impact of gaming and
financial and operational capabilities of competitors must be analyzed by
regulatory authorities. These factors make it difficult to predict whether the
Company will be granted gaming licenses in jurisdictions in which it may seek to
operate. All of these risks should be viewed in light of the Company's limited
staff and limited capital.
Risks Associated With Expansion
The Company may seek to expand its operations into additional jurisdictions
where casino gaming is permitted or casino gaming is anticipated to be
legalized. The Company's ability to expand to additional locations will depend
upon a number of factors, including, but not limited to: (i) the identification
and availability of suitable locations, and the negotiation of acceptable
purchase, lease, joint venture or other terms; (ii) the securing of required
state and local licenses, permits and approvals, which in some jurisdictions may
be limited in number; (iii) political factors; (iv) the risks typically
associated with any new construction; (v) the availability of adequate financing
on acceptable terms; and (vi) for locations outside the United States, all the
risks of foreign operations, including currency controls, unforeseen local
regulations, political instability and other related risks. Certain
jurisdictions issue licenses or approval for gaming operations by inviting
proposals from all interested parties, which may increase competition for such
licenses or approvals. In addition, certain jurisdictions require new gaming
operations to be in the form of joint ventures with local participants and that
the proposed operator provide evidence of ability to finance construction and
start-up costs. The development of dockside and riverboat casinos may require
approval from the U.S. Army Corps of Engineers and will be subject to
significant Coast Guard regulations governing design and operation. Most of
these factors are beyond the control of the Company. As a result, there can be
no assurance that the Company will be able to expand to additional locations or,
if such expansion occurs, that it will be successful. Further, the Company
anticipates that it will continue to expense certain costs, which were
substantial in 1993, 1994 and 1995 and may continue to be substantial in the
future, in connection with the pursuit of expansion opportunities, and may be
required to write off any capitalized costs incurred in connection with these
ventures.
To the extent the Company's proposed or future expansion projects are
successfully completed, the Company must manage its growth. In addition, the
Company's ongoing operating strategies and entry into new markets will require
the consideration of new marketing strategies to compete successfully. As a
result, the Company has been and will be required to add and train personnel,
continuously evaluate its management structure, expand its management
information systems and control its operating expenses. If the Company is unable
to manage growth effectively, its operating results could be adversely affected.
Dependence on Key Persons; Control
The future success of the Company is highly dependent upon the efforts of
certain of its executive officers and directors. Loss of any such persons would
likely have an adverse impact on the Company. The Company does not have
employment contracts with any of these persons nor does the Company have any
life insurance on any of the lives of any of its executive officers or
directors. The officers and directors of the Company, who currently control,
either directly or indirectly through proxies, approximately 23.0% of the
Company common stock (which percentage assumes that all outstanding options of
the Company exercisable within 60 days are exercised in full), will likely
continue to have control over the election of the Board of Directors of the
Company. This control will make it difficult, without the consent of such
persons, for a third party to acquire control of the Company or to replace any
member of the Board of Directors of the Company. As a practical matter, the
directors of the Company have veto power over significant corporate transactions
of the Company.
Trading Market
Presently, the Company common stock trades in the NASDAQ SmallCap Market
under the trading symbol "CNTY." This market is an automated quotation market,
and is characterized by small issuers and a lack of significant or orderly
trading volumes. These factors could lead to volatility and thin trading of the
the Company common stock. The Company's long-term goal is to list its common
stock on the NASDAQ National Market, although this result cannot be assured
because the Company presently does not meet several of the required criteria.
The Company's common stock also began trading on the Berlin Stock Exchange in
early 1996.
No Dividends
Management intends to use earnings of the Company to finance the growth of
its business. Accordingly, while payment of dividends by the Company rests
within the discretion of the Board of Directors, no dividends have been declared
or paid by the Company, and it does not presently intend to pay dividends. There
can be no assurance that dividends will ever be paid.
Risk of Closure Due to Mechanical Failure and Severe Weather
The operations of the Company are subject to risks, including closures due
to casualty, mechanical failure, extended or extraordinary maintenance or severe
weather conditions. Mechanical failures which could result in the temporary loss
of service of all or portions of a gaming facility include loss of electrical
power for lighting, heating through the loss of generators, transformers, HVAC
equipment or the like. In addition, severe weather could result in road closures
and reduce the number of persons traveling to Cripple Creek, Colorado, which
would have a material adverse effect on the operating results of the Company. It
is unlikely that the Company will be able to obtain business interruption
coverage for casualties resulting from severe weather and there can be no
assurance that the Company will be able to obtain casualty insurance coverage at
affordable rates for casualties resulting from severe weather.
Anti-Takeover Measures
Effective June 7, 1994, the Company changed its corporate structure
significantly. These changes included (i) reincorporation in Delaware under the
name "Century Casinos, Inc.," (ii) increasing the authorized capitalization from
10,000,000 shares of common stock to 50,000,000 shares of common stock and
20,000,000 shares of preferred stock, (iii) inclusion of a fair price business
combination provision in its Certificate of Incorporation requiring approval by
holders of 80% of the outstanding shares of voting stock of certain business
combinations and other transactions, (iv) allowing stockholders to require the
Company to redeem their shares in the event 50% of the Company's voting stock is
purchased by an interested stockholder, and (v) allowing the Company to redeem
the shares of any stockholder if, in the judgment of the Board of Directors, any
license or proposed license would be jeopardized by such person's stock
ownership of the Company. These proposals, when viewed in the aggregate, will
likely have a significant anti-takeover effect with respect to persons
attempting to purchase the Company or combine the Company in a transaction with
another entity without the approval of the Board of Directors, and could thereby
adversely affect the prices of the Company's securities.
Governmental Regulation
The ownership and operation of casino gaming facilities are subject to
extensive state and local regulations. Such regulations generally afford
significant discretion to regulatory authorities in making licensing and
suitability determinations. The Company is subject to extensive and detailed
governmental regulation in the states of Colorado, Louisiana, Missouri and
Nevada. In the event the Company expands its operations into other jurisdictions
it will be subject to additional regulation, which will create further
administrative burdens on the Company.
Risk of Increases in Gaming Taxes
Management believes that the prospect of significant tax revenue is one of
the primary reasons that many jurisdictions in the United States have legalized
gaming. As a result, gaming operators are typically subject to significant taxes
and fees in addition to corporate income taxes, where applicable, and such taxes
and fees are subject to increase at any time. Any material increase in these
taxes or fees could adversely affect the Company. The Company pays and expects
that it will pay substantial taxes and fees in Colorado and expects to pay
substantial taxes and fees in any other jurisdiction in which the Company
conducts gaming operations.
Application of Environmental Regulations
The Company is subject to a variety of federal, state and local
environmental laws and regulations. While management believes that the Company
is presently in material compliance with all environmental laws and regulations,
failure to comply with such laws could result in the imposition of severe
penalties or restrictions on operations by government agencies or courts that
could adversely affect operations. In addition, although management is not aware
of any environmental contamination at its properties, it has not conducted
environmental audits of all such properties. The Company does not have insurance
to cover environmental liabilities, if any.
<PAGE>
Insurance Considerations
The Company maintains a general liability and fire insurance at levels
deemed reasonable by management; however, the Company cannot be certain that
such insurance can be obtained on reasonable terms or in sufficient amounts in
the future to cover significant liabilities which could be incurred through
operations, accidents and losses outside the ordinary course of business.
<PAGE>
USE OF PROCEEDS
Since this Prospectus relates to the offering of shares by the Selling
Stockholders, the Company will not receive any of the proceeds from the sale of
the securities offered hereby.
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth (a) the names and addresses of the Selling
Stockholders and (b) the number of shares owned by the Selling Stockholders, the
number of shares being offered for sale by the Selling Stockholders and the
number of shares to be owned by the Selling Stockholders after the offering of
the shares, assuming the sale of all shares offered by the Selling Stockholders.
Oppenheimer & Co., Inc. acted as the selling agent in connection with the sale
of shares of the Common Stock set forth in the table below to all of the Selling
Stockholders except Affiliated Financial Services, Inc. and the shares listed
below in the name of Oppenheimer & Co., Inc., which shares may be acquired by it
upon exercise of warrants to purchase Common Stock. No other Selling Stockholder
has had any position or material relationship with the Company within the past
three years.
<TABLE>
<CAPTION>
Beneficial Beneficial
Ownership Number of Ownership After
Before Offering Securities Offering (a)
Name and Address (Number) (%) Offered (Number) (%)
<S> <C> <C> <C> <C> <C>
Mr. Frank Brosens 200,000 1.3 200,000 -0- --
10 Bedford Center Road
Bedford Hills, NY 10507
Mr. Mark Jacobs 10,000 (1) 10,000 -0- --
346 Deertrack Lane
Valley Cottage, NY 10989
Hilltop Partners, L.P. 50,000 (1) 50,000 -0- --
c/o Lalfer Capital Management, Inc.
Attn: Mr. Jeffrey Eisenberger
45 West 45th Street, 9th Floor
New York, NY 10036
Mr. Roberto Verthelyl 10,000 (1) 10,000 -0- --
330 West 56th Street, Apt. 17J
New York, NY 10019
Mr. Bernard Leifer 15,000 (1) 15,000 -0- --
28 Yorkshire Drive
Suffern, NY 10901
Mr. Milton Lewin 20,000 (1) 20,000 -0- --
33 Fifth Avenue, Apt. 3C
New York, NY 10003
Mr. Lloyd I. Miller 120,000 (1) 120,000 -0- --
4550 Gordon Drive
Naples, FL 33940
Mr. Stephen Levitan 10,000 (1) 10,000 -0- --
256 Ivy Place
Ridgewood, NJ 07450
Mr. Herbert Silverman 25,000 (1) 25,000 -0- --
134 East Rockaway Road
Hewlett, NY 11557
<PAGE>
Alan W. Steinberg, L.P. 100,000 (1) 100,000 -0- --
7800 Red Road, Suite 203
Miami, FL 33143
Nicollett Fund Limited Partnership 200,000 1.3 200,000 -0- --
601 Lakeshore Parkway
Minnetonka, MN 55305
Affiliated Financial Services, Inc. 20,833 (1) 20,833 -0- --
7840 East Berry Place, Suite 200
Englewood, Colorado 80110
Oppenheimer & Co., Inc. 150,000 (1) 150,000 -0- --
One World Financial Center
200 Liberty Street, 39th Floor
New York, NY 10281
The Chazen Foundation 75,000 (1) 75,000 -0- --
Attn: Mr. Jerome A. Chazen
1441 Broadway, 8th Floor
New York, NY 10018
Anvil Investment Partners, L.P. 50,000 (1) 50,000 -0- --
Attn: Mr. Mark S. Zucker
100 Wilshire Blvd., 15th Floor
Santa Monica, CA 90401
Hilltop Offshore Limited 20,000 (1) 20,000 -0- --
c/o Lalfer Capital Management, Inc.
Attn: Mr. Jeffrey Eisenberger
45 West 45th Street, 9th Floor
New York, NY 10036
Wolfson Family Trust 30,000 (1) 30,000 -0- --
c/o Lalfer Capital Management, Inc.
Attn: Mr. Jeffrey Eisenberger
45 West 45th Street, 9th Floor
New York, NY 10036
Kennedy Funding Investment, Inc. 55,000 (1) 55,000 -0- --
Attn: Mr. Hanan Haskell
2 University Plaza, Suite 902
Hackensack, NJ 07601
Mr. Robin Rodriguez 55,000 (1) 55,000 -0- --
5540 Laurel Ridge Road
Ruckersville, VA 22968
Ms. Jamie Zimmerman 5,000 (1) 5,000 -0- --
101 Central Park West, Apt. 16G
New York, NY 10023
Constable Partners 150,000 (1) 150,000 -0- --
Attn: Mr. John Constable
259 Radnor-Chester Road
Radnor, PA 19087
<FN>
- --------------------
(1) Less than 1%.
</FN>
</TABLE>
<PAGE>
PLAN OF DISTRIBUTION
The shares offered hereby on behalf of the Selling Stockholders are to be
sold from time to time by means of (i) ordinary brokers' transactions, (ii)
block transactions in accordance with the rules of the Nasdaq SmallCap Market,
(iii) purchases by a broker or dealer as principal and resales by such broker or
dealer for its account pursuant to this Prospectus, or (iv) a combination of any
such methods of sale in each case at market prices. In connection therewith,
distributors' or sellers' commissions may be paid or allowed which will not
exceed those customary in the types of transactions involved. Commissions may
also be received from purchasers for whom brokers or dealers act as agents. Such
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales.
<PAGE>
DESCRIPTION OF SECURITIES
Securities
The Company's Certificate of Incorporation authorizes the issuance of up to
50,000,000 shares of Common Stock. Each record holder of common shares is
entitled to one vote for each share held on all matters properly submitted to
the stockholders for their vote. Holders of outstanding common shares are
entitled to those dividends declared by the Board of Directors out of legally
available funds, and, in the event of liquidation, dissolution or winding up of
the affairs of the Company, holders are entitled to receive ratably the net
assets of the Company available to the stockholders. Holders of outstanding
common shares have no preemptive, conversion, or redemptive rights. All of the
issued and outstanding common shares are, and all unissued securities when
offered and sold shall be, duly authorized, validly issued, fully paid and
nonassessable. To the extent that additional common shares of the Company are
issued, the relative interest of then existing stockholders may be diluted.
Company's Option to Repurchase Securities
Article Fifteenth of the Certificate of Incorporation of the Company
provides that the Company may not issue any voting securities or other voting
interests except in accordance with the provisions of the Colorado Limited
Gaming Act and the regulations adopted thereunder or any other gaming law or the
regulations adopted thereunder.
If the Colorado Limited Gaming Control Commission or any other state gaming
authority at any time determines that a holder of voting securities of the
Company is unsuitable to hold such securities, then the Company may within 60
days after the finding of unsuitability purchase the voting securities at the
lesser of (i) the cash equivalent of such person's investment in the Company, or
(ii) the current market price as of the date of the finding of unsuitability,
unless such voting securities are transferred to a suitable person within 60
days after the finding of unsuitability. Unsuitability includes prior
convictions of various crimes, association with organized crime, drunk driving
convictions, failure to pay taxes and other indicia of lack of moral character
and financial integrity.
In addition, shares of Common Stock of the Company are subject to
redemption by the Company if in the judgment of the Board of Directors such
action would be necessary to obtain a license or franchise or to prevent the
loss or secure the reinstatement of any license or franchise of the Company from
any governmental agency, and the license or franchise is conditioned upon some
or all of the holders of the stock of the Company possessing prescribed
qualifications. The terms and conditions of the redemption are as follows:
The redemption price of the securities to be redeemed will be equal to the
fair market value (as defined) of the shares. The redemption price may be paid
in cash, redemption securities (as defined) or any combination thereof. At least
30 days' written notice of the redemption date must be given to the
recordholders of the shares selected to be redeemed.
The term "fair market value" means the average closing price for the 45
most recent days on which shares of stock traded preceding the date on which
notice of a redemption is given. A "redemption security" means any debt or
equity security of the Company having such terms and conditions as are approved
by the Board of Directors.
<PAGE>
LEGAL MATTERS
The legality of the common stock offered hereby is being passed upon by
Jones & Keller, P.C., Denver, Colorado.
EXPERTS
The consolidated financial statements of Century Casinos, Inc. as of
December 31, 1995 and for each of the two years in the period ended December 31,
1995, incorporated in the Prospectus by reference from the Company's Annual
Report on Form 10-KSB and the financial statements of Gold Greek Associates,
L.P. (a limited partnership) as of December 31, 1995 and for each of the two
years in the period ended December 31, 1995, incorporated in the Prospectus by
reference from the Company's Form 8-K dated July 1, 1996, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
All expenses in connection with the registration of the securities will be
paid by the Company. Such expenses are estimated as follows:
Registration fee $ 680
Legal fees and expenses* 7,000
Accounting fees and expenses* 5,000
Printing fees* 1,000
Blue sky qualification fees* 1,000
Miscellaneous* 320
---------
$15,000
- -----------
* Estimated.
Item 15. Indemnification of Directors and Officers
Section 102(b)(7) of the General Corporation Law of the State of Delaware
permits a Delaware corporation to limit the personal liability of its directors
in accordance with the provisions set forth therein. The Certificate of
Incorporation of the Company provides that the personal liability of its
directors shall be limited to the fullest extent permitted by applicable law.
Section 145 of the General Corporation Law of the State of Delaware
contains provisions permitting corporations organized thereunder to indemnify
directors, officers, employees or agents against expenses, judgments and fines
reasonably incurred and against certain other liabilities in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person was or is a director, officer, employee or agent of the corporation. A
corporation may only indemnify a person if it is determined that said person:
(1) acted in good faith; (2) in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation; and (3) with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The Certificate of Incorporation of the Company requires
indemnification of its directors and officers to the fullest extent permitted by
applicable law.
<PAGE>
Item 16. Exhibits.
a. Exhibits Filed Herewith or Incorporated by Reference to Previous Filings
with the Securities and Exchange Commission:
1. The following exhibits were included with the filing of the Company's
Registration Statement #33-67370-D effective November 10, 1993 and are
incorporated herein by reference:
Exhibit No. Description
1.1 Form of Underwriting Agreement between the Company, Rocky
Mountain Securities & Investments, Inc., as Representative, and
Other Members of the Underwriting Group
4.2 Form of underwriter's warrant certificate
4.3 Form of Convertible Promissory Note
- -------------------
2. The following exhibits were included with the filing of the
Alpine's Form 10-KSB for the year ended December 31, 1993 and are
incorporated herein by reference:
Exhibit No. Description
1.2 Executed underwriting agreement and amendment thereto, Rocky
Mountain Securities, Inc.
- -------------------
3. The following exhibits were filed with the Form 10-KSB for the
Fiscal Year Ended December 31, 1995 and are hereby incorporated
herein by reference:
Exhibit No. Description
3.1 Certificate of Incorporation (filed with Proxy Statement in
respect of 1994 Annual Meeting of Stockholders and incorporated
herein by reference)
3.2 Bylaws (filed with Proxy Statement in respect of 1994 Annual
Meeting of Stockholders and incorporated herein by reference
- -------------------
4. The following exhibits are filed herewith or have been previously
filed as part of this Registration Statement:
Exhibit No. Description
5.1 Opinion of Jones & Keller, P.C. regarding legality; filed on July
29, 1996.
23.1 Consent of Jones & Keller, P.C.
23.2 Consent of Deloitte & Touche LLP
<PAGE>
Item 17. Undertakings
The undersigned Company hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(d) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and authorized this Amendment to the
Registration Statement to be signed on its behalf by the undersigned in the City
of Denver, State of Colorado, on August 23, 1996.
CENTURY CASINOS, INC.
By /s/ James D. Forbes
----------------------
James D. Forbes, President
By /s/ Brad Dobski
------------------
Brad Dobski, Chief Accounting Officer
(Principal Financial and Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James D. Forbes and Norbert Teufelberger, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all pre-effective and post-effective amendments to
this Registration Statement on Form S-3, and to file the same, with all exhibits
thereto, and other documentation in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement was signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Erwin Haitzmann Chairman of the Board August 23, 1996
- ------------------------
Erwin Haitzmann
/s/ James D. Forbes President and Director August 23, 1996
- ------------------------
James D. Forbes
/s/ Peter Hoetzinger Vice Chairman of the Board August 23, 1996
- ------------------------
Peter Hoetzinger
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description Page
23.1 Consent of Jones & Keller, P.C. ___
23.2 Consent of Deloitte & Touche LLP ___
<PAGE>
EXHIBIT 23.1
CONSENT OF
JONES & KELLER, P.C.
<PAGE>
JONES & KELLER, P.C.
1625 Broadway, Suite 1600
Denver, Colorado
Telephone: (303) 573-1600
Facsimile: (303) 573-0769
August 23, 1996
Century Casinos, Inc.
50 South Steele Street, Suite 755
Denver, Colorado 80209
Gentlemen:
We hereby consent to the filing of our opinion dated July 29, 1996 as an
exhibit to the Registration Statement and to references to our firm included in
or made a part of the Registration Statement.
Very truly yours,
/s/ Jones & Keller, P.C.
------------------------
JONES & KELLER, P.C.
<PAGE>
EXHIBIT 23.2
CONSENT OF DELOITTE & TOUCHE LLP
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Century Casinos, Inc. on Form S-3 of our report dated February 23, 1996,
appearing in the Annual Report on Form 10-KSB of Century Casinos, Inc. for the
year ended December 31, 1995 and of our report dated April 1, 1996 on the
financial statements of Gold Creek Associates, L.P. (a limited partnership)
appearing in the Form 8-K of Century Casinos, Inc. dated July 1, 1996 and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
DELOITTE & TOUCHE LLP
Denver, Colorado
August 21, 1996
<PAGE>
JONES & KELLER, P.C.
1625 Broadway, Suite 1600
Denver, Colorado 80202
Telephone: (303) 573-1600
Facsimile: (303) 573-0769
August 23, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Century Casinos, Inc. (the "Company") Pre-Effective
Amendment No. 1 to Registration Statement on Form S-3: #333-09073
Ladies and Gentlemen:
On behalf of the Company, enclosed for filing is Pre-Effective Amendment
No. 1 to Registration Statement on Form S-3, with exhibits. The filing fee of
$680, was wired on or about July 19, 1996.
Please do not hesitate to contact the undersigned should you have any
questions regarding the enclosed.
Very truly yours,
/s/ Reid A. Godbolt
-------------------
Reid A. Godbolt
Enclosures
c(w/enc.): Century Casinos, Inc., Attn: James D. Forbes, President (2 copies)
Deloitte & Touche LLP, Attn: Timothy McKeever, Partner (2 copies)
National Association of Securities Dealers, Inc. (3 copies)
The Nasdaq Stock Market (3 copies)
<PAGE>
