8-K

0001193125-15-058136.txt : 20150223 0001193125-15-058136.hdr.sgml : 20150223 20150223160536 ACCESSION NUMBER: 0001193125-15-058136 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150220 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150223 DATE AS OF CHANGE: 20150223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOVER MOTORSPORTS INC CENTRAL INDEX KEY: 0001017673 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 510357525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11929 FILM NUMBER: 15639726 BUSINESS ADDRESS: STREET 1: 1131 N DUPONT HWY CITY: DOVER STATE: DE ZIP: 19901 BUSINESS PHONE: 3026744600 MAIL ADDRESS: STREET 1: P O BOX 843 CITY: DOVER STATE: DE ZIP: 19903 FORMER COMPANY: FORMER CONFORMED NAME: DOVER DOWNS ENTERTAINMENT INC DATE OF NAME CHANGE: 19960627 8-K 1 d878251d8k.htm 8-K 8-K

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): February 20, 2015

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 (see General Instruction A.2. below):

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

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

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

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

Item 1.01

Entry Into Material Definitive Agreements.

On February 20, 2015, we entered into a fifth amendment to extend closing under our May 28, 2014 agreement to sell Nashville Superspeedway. Closing is now scheduled to take place on or before March 27, 2015. The purchaser made a non-refundable $200,000 payment for the extension. At closing, this amount will not be credited against the $27 Million purchase price, but certain non-refundable payments made pursuant to previous amendments, in the aggregate amount of $1.7 Million, will be applied against the purchase price.

Amendment No. 5 dated February 20, 2015 to Purchase and Sale Agreement by and between Dover Motorsports, Inc., Nashville Speedway, USA, Inc. and NeXovation, Inc. is attached to this Form 8-K as Exhibit 10.1.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

10.1 Amendment No. 5 dated February 20, 2015 to Purchase and Sale Agreement between Dover Motorsports, Inc., Nashville Speedway, USA, Inc. and NeXovation, Inc.

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 hereunto duly authorized.

Dover Motorsports, Inc.

/s/ Denis McGlynn

Denis McGlynn

President and Chief Executive Officer

Dated: February 23, 2015

EXHIBIT INDEX


Exhibit Number		Description

10.1		Amendment No. 5 dated February, 2015 to Purchase and Sale Agreement between Dover Motorsports, Inc., Nashville Speedway, USA, Inc. and NeXovation, Inc.

EX-10.1 2 d878251dex101.htm EX-10.1 EX-10.1

EXHIBIT 10.1

AMENDMENT NO. 5 TO PURCHASE AND SALE AGREEMENT

This Amendment No. 5 (the “Amendment”) is made and entered into this 20th day of February, 2015 by and between Dover Motorsports, Inc. and Nashville Speedway, USA, Inc. (collectively, the “Seller”) and NeXovation, Inc. (the “Purchaser”).

WHEREAS, Seller and Purchaser entered into a Purchase and Sale Agreement (the “Agreement”) dated May 28, 2014, as amended by Amendment No. 1 dated August 26, 2014, Amendment No. 2 dated October 7, 2014, Amendment No. 3 dated December 15, 2014 and Amendment No. 4 dated January 13, 2015 which superseded Amendments No. 1, No. 2 and No. 3 (“Amendment No. 4”), in which the Purchaser agreed to purchase from Seller the property known as Nashville Superspeedway;

WHEREAS, unless otherwise defined herein, terms shall have the meaning ascribed to them in the Agreement;

WHEREAS, the parties agree to extend the date for Closing, subject to the terms and conditions of this Amendment No. 5;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser do hereby agree as follows:

1.	Closing shall take place on or before March 27, 2015.

2.	Purchaser shall wire $200,000 to Seller on or before February 20, 2015. This non-refundable payment is in consideration of this Amendment.

3.	Except as expressly modified above, the Agreement (as otherwise amended by Amendment No. 4) shall remain in full force and effect.

IN WITNESS WHEREOF, Seller and Purchaser have executed this Amendment the day and year first written above.


Purchaser: NeXovation, Inc.

By:		/s/ Michael B. Kinnard
		Michael B. Kinnard, EVP – General Counsel


Seller: Nashville Speedway, USA, Inc.

By:		/s/ Klaus Belohoubek
		Klaus Belohoubek, Senior Vice President – General Counsel


Seller: Dover Motorsports, Inc.

By:		/s/ Klaus Belohoubek
		Klaus Belohoubek, Senior Vice President – General Counsel