SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB-A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1998 Commission File No. 0-22290
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CENTURY CASINOS, INC.
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(Name of small business issuer in its charter)
Delaware 84-1271317
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
200 - 220 E. Bennett Ave., Cripple Creek, CO 80813
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(Address of principal executive offices) (Zip code)
(719) 689-9100
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(Issuer's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Exchange Act: None.
Securities Registered Pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.01 Par Value, and 1994 Class I Warrants
-------------------------------------------------------
(Title of classes)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ X ]
State the issuer's revenues for its most recent fiscal year: $19,458,852
The aggregate market value of the voting common stock held by non-affiliates of
the registrant on March 12, 1999, was approximately $10,944,000 based upon the
average of the reported closing bid and asked price of such shares on Nasdaq for
that date. As of March 12, 1999, there were 14,659,785 shares of common stock
outstanding.
This Amendment includes the information required by Items 9 through 12 of Form
10-KSB, as such information will not otherwise be filed with the Securities and
Exchange Commission within 120 days of December 31, 1998 (the Registrant's
fiscal year end). The remainder of the Registrant's previously filed Form 10-KSB
is unchanged.
<PAGE>
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Information regarding the Board of Directors and executive officers of
the Company, as of April 21, 1999, is as follows:
<TABLE>
<CAPTION>
Name Age Positions Held Officer or Director Since
------------------- --- --------------------------------- -----------------------------
<S> <C> <C> <C>
Erwin Haitzmann 45 Chairman of the Board, President March 1994
and Chief Executive Officer
Peter Hoetzinger 36 Vice Chairman of the Board March 1994
and Assistant Secretary
James D. Forbes 41 Assistant Treasurer and Director March 1994
Norbert Teufelberger 34 Chief Financial Officer, Secretary March 1994
and Director
Robert S. Eichberg 52 Director January 1998
Gottfried Schellmann 45 Director January 1998
Brad Dobski 46 Vice President-Finance and January 1995
Chief Accounting Officer
</TABLE>
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 boards 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. Mr. Haitzmann has been employed full-time by the Company
since May 1993.
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. Mr. Hoetzinger has been
employed full-time by the Company since May 1993.
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 has been employed full-time by the
Company since February 1993.
2
<PAGE>
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. Mr. Teufelberger has been employed full-time by the Company
since May 1993.
Robert S. Eichberg graduated from Bradley University in 1968 with a
B.S. Degree in Accounting and is a Certified Public Accountant. He was employed
by the public accounting firm of Deloitte & Touche LLP from 1974 to 1994, ending
his tenure there as Tax Partner. From 1994 to 1996 he served as Tax Partner for
the public accounting firm Price Bednar, before joining the public accounting
firm Causey, Demgen & Moore, Inc. in September of 1996 as shareholder and
President.
Gottfried Schellmann graduated from University of Vienna with a law
degree and is a certified tax advisor in Austria. After having worked for
several firms, including KPMG Germany as a tax and accounting manager, he formed
Schellmann & Partner in 1993, which specializes in tax and accounting work for
provinces and municipalities in Austria. He is a member of the International Bar
Association. He is also one of the main co-authors, together with certain
officers of the Austrian Ministry of Finance, of the Austrian corporate tax
code.
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
energy. He held the position of Financial Director of McCourt/Kiewit
International prior to leaving Kiewit in April 1994. Mr. Dobski has been
employed full-time by the Company since November 1994. He became Chief
Accounting Officer in January 1995 and became Vice President-Finance in March
1997.
There are no family relationships between or among the Company's executive
officers and directors.
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 representations that no other reports
were required, during the fiscal year ended December 31, 1998, all Section 16(a)
filing requirements applicable to its officers, directors and greater-than-10%
stockholders were complied with in a timely manner.
3
<PAGE>
Item 10. Executive Compensation.
The table below sets forth executive compensation during 1996,
1997 and 1998 to the Chairman of the Board, President and Chief Executive
Officer of the Company, Erwin Haitzmann, and to all other executive officers who
received greater than $100,000 in compensation in 1996, 1997 and 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Awards Payouts
=============================================
Other Securities
Annual Restricted Underlying All Other
Compen-sation Stock Options / LTIP Compen-
Name and Salary Bonus (a) Awards SARs Payouts sation
Principal Position Year ($) ($) ($) ($) (#) ($) ($)(b)
=================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Erwin Haitzmann, 1998 150,000 200,000 59,700 -- -- -- --
Chairman of the 1997 130,671 54,632 1,715 -- -- -- --
Board, President and 1996 125,000 22,108 -- -- -- -- --
Chief Executive
Officer
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Peter Hoetzinger, 1998 150,000 200,000 15,402 -- -- -- --
Vice Chairman of the 1997 130,671 54,329 926 -- -- -- --
Board and Assistant 1996 125,000 21,809 -- -- -- -- --
Secretary
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James D. Forbes, 1998 150,000 30,000 41,487 -- -- -- 1,724
Assistant Treasurer 1997 132,580 47,175 6,377 -- -- -- --
and Director 1996 125,000 13,189 -- -- -- -- --
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Norbert 1998 150,000 140,000 7,859 -- -- -- 1,486
Teufelberger, Chief 1997 130,671 38,317 3,934 -- -- -- --
Financial Officer, 1996 125,000 5,765 -- -- -- -- --
Secretary and
Director
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</TABLE>
(a) Amounts for 1998 include reimbursement for estimated income
taxes, associated with perquisites, of $26,721 for Mr.
Haitzmann; $6,565 for Mr. Hoetzinger; $11,151 for Mr. Forbes;
and $837 for Mr. Teufelberger.
(b) Consists solely of Company's matching contributions to the
401(k) Savings and Retirement Plan.
OPTION GRANTS IN LAST FISCAL YEAR
There were no grants of stock options to purchase shares of common
stock of the Company to any of the named executive officers in 1998.
4
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
The following table sets forth the aggregate options held by certain
executive officers of the Company. No options were exercised by the specified
officers in 1998.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Options at In-the-Money Options at
Shares Acquired Value December 31, 1998 December 31, 1998
Name on Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Chairman of the - - 1,000,000 / None $1,550 / None (a)
Board, President
and Chief Executive
Officer
Peter Hoetzinger, - - 593,000 / None $1,550 / None (a)
Vice Chairman of
the Board and
Assistant Secretary
James D. Forbes, - - 508,000 / None $1,550 / None (a)
Assistant Treasurer
and Director
Norbert - - 323,000 / None $1,550 / None (a)
Teufelberger,
Chief Financial
Officer, Secretary
and Director
Brad Dobski, - - 66,167 / 3,333 $310 / None (a)
Vice
President-Finance
and Chief
Accounting Officer
</TABLE>
(a) Based on the closing bid price ($0.78) of the Company's Common
Stock on the Nasdaq Stock Market on December 31, 1998.
Directors who are full-time employees receive no compensation for their
services as directors; with the exception of Messrs. Eichberg and Schellmann,
all of the Company's directors are full-time employees.
Messrs. Eichberg and Schellmann, the outside directors of the Company,
are being compensated for their services as follows. As of the date of joining
the Board of Directors, both outside directors received warrants to purchase
10,000 shares of the Company's common stock. The warrants have a five-year term
and are exercisable at $0.938 per share. The outside directors receive $500 per
Board or committee meeting attended and the Company will pay for reasonable
expenses incurred in conjunction with those meetings. In addition, the outside
directors receive $500 per gaming application filed with gaming regulators to
compensate them for their time spent.
5
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth information as of April 21,
1999, 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 Company. All of the named persons below other than Thomas Graf and Lloyd I.
Miller, III, are officers or directors of the Company:
<TABLE>
<CAPTION>
Amount and Nature
Title of Name and Address of of Beneficial Percent of
Class Beneficial Owner Ownership Class
-------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, Erwin Haitzmann 1,577,338 (a) 10.1%
$.01 par value 999 18th Street, Suite 1810
Denver, CO 80202
Common Stock, Peter Hoetzinger 935,456 (b) 6.1%
$.01 par value 999 18th Street, Suite 1810
Denver, CO 80202
Common Stock, James D. Forbes 892,328 (c) 5.9%
$.01 par value 999 18th Street, Suite 1810
Denver, CO 80202
Common Stock, Norbert Teufelberger 529,832 (d) 3.5%
$.01 par value 999 18th Street, Suite 1810
Denver, CO 80202
Common Stock, Robert S. Eichberg 20,000 (e) (f)
$.01 par value 1801 California Street, Suite
4650
Denver, CO 80202
Common Stock, Gottfried Schellmann 59,000 (g) (f)
$.01 par value Lerchengasse 2
2340 Moedling, Austria
Common Stock, Brad Dobski 89,500 (h) (f)
$.01 par value 999 18th Street, Suite 1810
Denver, CO 80202
Common Stock, All Officers and Directors as 4,103,454 23.9%
$.01 par value a Group (seven persons)
Common Stock, Thomas Graf 2,561,000 (i) 17.4%
$.01 par value Liechtensteinstrasse 54
A-2344 Maria Enzersdorf
Austria
Common Stock, Lloyd I. Miller, III 1,574,375 10.7%
$.01 par value 4550 Gordon Drive
Naples, FL 34102
- ------------
</TABLE>
(a) Includes: (i) an incentive stock option for 130,000 shares
exercisable at $1.50 per share; (ii) an incentive stock option
for 50,000 shares exercisable at $0.75 per share; (iii) a
nonstatutory stock option for 820,000 shares exercisable at
$1.50 per share; and (iv) a warrant for 13,669 shares
exercisable at $2.25 per share.
6
<PAGE>
(b) Includes: (i) an incentive stock option for 130,000 shares exercisable
at $1.50 per share; (ii) an incentive stock option for 50,000 shares
exercisable at $0.75 per share (iii) a nonstatutory stock option for
413,000 shares exercisable at $1.50 per share; (iv) a warrant for 8,728
shares exercisable at $2.25 per share; and (v) 100,000 shares held by
Mr. Hoetzinger's spouse.
(c) Includes: (i) an incentive stock option for 130,000 shares exercisable
at $1.50 per share; (ii) an incentive stock option for 50,000 shares
exercisable at $0.75 per share (iii) a nonstatutory stock option for
328,000 shares exercisable at $1.50 per share; and (iv) a warrant for
13,064 shares exercisable at $2.25 per share.
(d) Includes: (i) an incentive stock option for 130,000 shares exercisable
at $1.50 per share; (ii) an incentive stock option for 50,000 shares
exercisable at $0.75 per share (iii) a nonstatutory stock option for
143,000 shares exercisable at $1.50 per share; and (iv) a warrant for
5,416 shares exercisable at $2.25 per share.
(e) Includes an option for 10,000 shares exercisable at $0.938 per share.
(f) Less than 1%.
(g) Includes an option for 10,000 shares exercisable at $0.938 per share.
(h) Includes: incentive stock options for 4,500 shares exercisable at $2.25
per share; 55,000 shares exercisable at $1.50 per share; and 10,000
shares exercisable at $0.75 per share.
(i) Includes a warrant for 50,000 shares exercisable at $2.25 per share.
Item 12. Certain Relationships and Related Transactions.
On February 23, 1998, each of Messrs. Haitzmann, Hoetzinger, Forbes and
Teufelberger, directors and officers of the Company, purchased a 2% equity
interest in Century Casinos Africa (Pty.) Limited ("CCA"), a subsidiary of the
Registrant, at a cost of approximately $500 each. The shares were acquired
pursuant to CCA's 1998 Share Incentive Scheme, which was approved by CCA's Board
of Directors in early 1998. The amount paid was substantially in excess of CCA's
book value per share at that time.
At April 21, 1999, the Company had an unsecured note payable in the principal
amount of $380,000 to Thomas Graf, a founding shareholder of the Company. The
note bears interest at 6% per annum, payable quarterly in advance. Mr. Graf, at
his option, may elect to receive any or all of the unpaid principal by notifying
the Company on or before April 1 of each year. Payment would be made by the
Company within nine months of such notification. The entire outstanding
principal is due and payable on April 1, 2004.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
Form 10-KSB to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado on April 23, 1999.
CENTURY CASINOS, INC.
By:/s/ Erwin Haitzmann
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Erwin Haitzmann, President and Chief
Executive Officer
/s/ Norbert Teufelberger
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Norbert Teufelberger, Chief Financial Officer
(Principal Financial Officer)
/s/ Brad Dobski
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Brad Dobski, Chief Accounting Officer
(Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Erwin Haitzmann 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 amendments to this Form 10-KSB, 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 Exchange Act of 1934,
this Amendment No. 1 to Form 10-KSB has been signed by the following persons on
behalf of the Registrant and in the capacities indicated on April 23, 1999.
<TABLE>
<CAPTION>
Signature Title Signature Title
- ------------------- --------------------------------- ------------------------ --------
<S> <C> <C> <C>
/s/ Erwin Haitzmann Chairman of the Board and /s/ Gottfried Schellmann Director
Erwin Haitzmann Chief Executive Officer Gottfried Schellmann
/s/ Peter Hoetzinger Vice Chairman of the Board /s/ Robert S. Eichberg Director
Peter Hoetzinger Robert S. Eichberg
/s/ James D. Forbes Director
James D. Forbes
/s/ Norbert Teufelberger Chief Financial Officer and Director
Norbert Teufelberger
</TABLE>
8
