8-K

United States

Securities And Exchange Commission

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 22, 2018

Dover Motorsports, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number 1-11929

Delaware	51-0357525
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

1131 N. DuPont Highway
Dover, Delaware	19901
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (302) 883-6500

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

Emerging growth company o

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

Item 1.01Entry Into Material Definitive Agreements.

As previously announced, on August 17, 2017, we entered into an agreement to sell a portion of the property on which our Nashville Superspeedway is located. Closing under this agreement is scheduled to occur in the first quarter of 2018. We have entered into an amendment to that agreement whereby the purchaser will deposit the remainder of the purchase price, or $4,401,300, into escrow by January 30, 2018. The total purchase price is $5,151,300, of which $750,000 had previously been placed into escrow. Closing will occur within three business days after the plat for the property has been fully executed by all required regulatory authorities.

Amendment No. 1 dated as of January 22, 2018 to Purchase and Sale Agreement dated August 17, 2017 between Nashville Speedway, USA, Inc. and PDC TN/FL, LLC. is attached to this Form 8-K as Exhibit 10.1.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

10.1 Amendment No. 1 dated as of January 22, 2018 to Purchase and Sale Agreement dated August 17, 2017 between Nashville Speedway, USA, Inc. and PDC TN/FL, LLC.

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EXHIBIT INDEX

Exhibit
Number	Description
10.1	10.1 Amendment No. 1 dated as of January 22, 2018 to Purchase and Sale Agreement dated August 17, 2017 between Nashville Speedway, USA, Inc. and PDC TN/FL, LLC.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned hereunto duly authorized.

	Dover Motorsports, Inc.
	/s/ Denis McGlynn
	Denis McGlynn
	President and Chief Executive Officer
Dated: January 22, 2018

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EX-10.1

EXHIBIT 10.1

AMENDMENT NO. 1 TO

PURCHASE AND SALE AGREEMENT

THIS AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT (“Amendment No. 1”) made and entered into effective as of January 22, 2018 (the “Effective Date”) amends that certain PURCHASE AND SALE AGREEMENT dated August 17, 2017 (the “Agreement”) by and between PDC TN/FL, LLC, a Delaware limited liability company (the “Purchaser”), and Nashville Speedway, USA, Inc., a Delaware corporation (the “Seller”).

WITNESSETH:

WHEREAS, the parties desire to amend the Agreement as set forth herein; and

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.

2.Purchaser and Seller agree and acknowledge that the Purchase Price will be based on 147.18 acres ($35,000 X 147.18 acres = $5,151,300.00).  The Property to be conveyed is 145.69 acres as more particularly shown on Exhibit A attached hereto and incorporated herein by reference.

3.Earnest Money in the amount of $750,000 has previously been deposited and will be applied against the Purchase Price at closing. By January 30, 2018, Purchaser shall deposit additional Earnest Money in the amount of $4,401,300 to be applied against the Purchase Price at closing.

4.Purchaser shall use good faith effort to have the plat fully executed as soon as reasonably possible and shall notify Seller when the plat is fully executed.  Purchaser and Seller agree that the Closing Date shall occur within three (3) business days after the plat is fully executed.

5.To facilitate execution, this Amendment No. 1 may be executed in as many counterparts as may be required; and it shall not be necessary that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on one or more such counterparts. All counterparts shall collectively constitute a single agreement.  Execution evidenced by facsimile signature and/or PDF signature shall be deemed an original for all purposes.

6.Except as modified above, the terms and conditions of the Agreement shall continue in full force and effect.

SIGNATURES ON FOLLOWING PAGE.

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SIGNATURE PAGE TO AMENDMENT NO. 1.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 effective as of the Effective Date.

PURCHASER:	PDC TN/FL, LLC,
	a Delaware limited liability company
	By:	/s/ Whitfield Hamilton
		Whitfield Hamilton, Local Partner
SELLER:	NASHVILLE SPEEDWAY, USA, INC.,
	a Delaware corporation
	By:	/s/ Klaus M. Belohoubek
		Klaus M. Belohoubek,
		Senior Vice President —General Counsel

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