UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of the Securities Exchange Act of
1934
Date
of Report: May 8, 2006
(Date
of
earliest event reported: May 2, 2006)
CENTURY
CASINOS, INC.
(Exact
Name of Registrant as specified in its charter)
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Delaware
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0-22290
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84-1271317
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
Number)
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1263
Lake Plaza Drive Suite A, Colorado Springs, CO
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80906
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
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719-527-8300
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written communication
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry Into a Material Definitive Agreement.
On
April
1, 2006, Century
Casinos Africa (“CCA”)
completed the previously announced purchase
of a 60% controlling interest in Balele Leisure (Pty) Ltd. (“Balele”), which
owns the Monte Vista Casino in Newcastle, South Africa for approximately $9.3
million (57.5 million
Rand). The current casino is a temporary facility that has 200 slot machines
and
seven gaming tables. A new permanent facility is proposed to be constructed
in
2006 for approximately $11.4 million (70 million Rand), excluding value added
taxes. Construction has begun on the new facility and we expect to be operating
in this new facility by the fourth quarter 2006. The initial gaming mix in
the
permanent facility is expected to be 225 slot machines and seven gaming tables.
An additional $0.4 million (2.5 million Rand) will be payable if the casino
revenue during the first 12 months of operation at the new location exceeds
$15.4 million (95.0 million Rand).
In
connection with CCA’s purchase of its equity interest in Balele, a sale of
shares agreement (the “Share
Agreement”) was entered into on October 18, 2005 between CCA and a group of
Balele shareholders (hereafter referred to as the “Sellers”). As a condition to
the Share Agreement, the Sellers provided a warranty to CCA that the Sellers
would be able to sell the current casino for approximately $1.9 million (12
million Rand) within 60 days of closing. The Sellers have informed CCA that
they
will not be able to sell the casino for 12 million Rand and, consequently,
the
Sellers and CCA entered into a memorandum of agreement on May 2, 2006. As
a
result, the purchase price for the 60% interest in Balele has been reduced
by
this amount, thus reducing the overall purchase price to $7.4 million (45.5
million Rand).
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Century
Casinos, Inc.
(Registrant)
Date:
May 8, 2006 By
: /s/ Ray Sienko
Ray
Sienko
Chief
Accounting Officer
EXHIBIT
INDEX
10.171 Memorandum
of Agreement, entered into as of May 2, 2006, between Chicory Investments
(Proprietary) Limited, Dynamo Investments Limited, Harvest Moon
Investment
Holdings
(Proprietary) Limited, Izulu Gaming (Proprietary) Limited, Khulani Holdings
Limited, Libalele Leisure (Proprietary) Limited, Malesela Gaming
(Proprietary)
Limited, Oakland Leisure Investments (Newcastle) (Proprietary) Limited,
Purple
Rain Properties No 62 (Proprietary) Limited, Ruvuma Investment
(Proprietary)
Limited, Saphila Investments (Proprietary) Limited, Viva Leisure Investment
Holdings (Proprietary) Limited, The Viva Trust, Century Casinos Africa
(Proprietary)
Limited, Balele Leisure (Proprietary) Limited and Winlen Casino Operators
(Proprietary) Limited.