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):                    October 17, 2014

Lakes Entertainment, Inc.

(Exact name of registrant as specified in its charter)

Minnesota	0-24993	41-1913991
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

130 Cheshire Lane, Suite 101, Minnetonka, Minnesota
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:                    (952) 449-9092

Not Applicable

(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:

[  ] 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 a Material Definitive Agreement.

On October 17, 2014, Lakes Entertainment, Inc. (“Lakes”) received a payment of approximately $1.4 million from ONDISS Corp. (“ONDISS”) for the transfer of Lakes’ remaining interest in Dania Entertainment Center, LLC (“DEC”) to ONDISS. Lakes Florida Development, LLC, a wholly owned subsidiary of Lakes, had previously entered into a Purchase Agreement with ONDISS pertaining to the sale of Lakes’ membership interest of DEC (“Purchase Agreement”). The Purchase Agreement provided that ONDISS would pay Lakes a total purchase price of approximately $2.6 million for Lakes’ ownership in DEC. ONDISS made an initial payment to Lakes of $1.0 million on April 21, 2014 at which time 40% of Lakes’ ownership in DEC was transferred to ONDISS. The remaining purchase price was scheduled to be made over three equal semi-annual installments of approximately $0.5 million, and 20% of Lakes’ ownership in DEC would be transferred to ONDISS upon each payment. In place of the three remaining payments, Lakes and ONDISS negotiated the discounted final payment amount of approximately $1.4 million in consideration of Lakes transferring its remaining ownership in DEC on October 17, 2014. As a result of this payment, Lakes will recognize a gain of $1.4 million during the fourth quarter of 2014.

A copy of the Letter Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01.     Financial Statements and Exhibits.

(a) Not Applicable

(b) Not Applicable

(c)	Not Applicable
(d)	Exhibits
10.1	Letter Agreement by and between Lakes Florida Development, LLC and ONDISS Corp. effective October 17, 2014
99.1	Press Release, dated October 22, 2014

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.

	LAKES ENTERTAINMENT, INC. (Registrant)
Date: October 22, 2014	/s/ Timothy J. Cope
	Name:	Timothy J. Cope
	Title:	President and Chief Financial Officer

EX-10

Exhibit 10.1

October 16, 2014

Lakes Florida Development, LLC

c/o Lakes Entertainment, Inc.

130 Cheshire Lane, Suite 101

Minnetonka, MN 55305

Attention: Damon E. Schramm, General Counsel

Ladies and Gentlemen:

Reference is made to the Purchase Agreement, dated as of April 21, 2014, (the “Purchase Agreement”), by and among Lakes Florida Development, LLC, a Minnesota limited liability company (the “Seller”) and ONDISS Corp., a Florida corporation (the “Purchaser” and, together with the Seller, the “Parties”).

As set forth herein, the Parties wish to (a) accelerate all remaining scheduled Closings pursuant to Section 1.3 of the Purchase Agreement and offer a discount to the balance of the Purchase Price; and (b) agree to certain other matters as set forth in this letter agreement (this “Letter Agreement”). Capitalized terms used, but not otherwise defined, in this Letter Agreement shall have the meanings ascribed to them in the Purchase Agreement.

In consideration of the mutual agreements, provisions and covenants contained in this Letter Agreement and the Purchase Agreement, the Parties hereto hereby agree as follows:

1.     Accelerated Balance of Purchase Price. As of the date hereof, the balance of the discounted Purchase Price is One Million Three Hundred Ninety One Thousand Nine Dollars ($1,391,009). The Purchaser shall pay the balance of the Purchase Price to the Seller on the Second Closing Date, as defined below.

2.     Accelerating Closing. Pursuant to Section 1.3 of the Purchase Agreement, all remaining Closings are hereby accelerated to October 21, 2014 or such other date as the Parties may agree in writing (the “Second Closing Date”). On the Second Closing Date, the Seller shall transfer and assign to the Purchaser the balance of the Purchased Interests, which represent three percent (3.0%) of the Member Interests of the Company.

3.     Notice. The Parties hereby waive the notice requirements contained in Sections 1.3 and 8.4 of the Purchase Agreement.

4.     Governing Law. This Letter Agreement shall be deemed to be a contract made under the laws of the State of Florida and, for all purposes, shall be governed by and construed in accordance with the laws of such state.

5.     No Further Effect; Amendments. Except as expressly set forth herein, this Letter Agreement does not, by implication or otherwise, alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Purchase Agreement. Any amendment or supplement to this Letter Agreement or waiver of any provision hereof shall require the written consent of each party hereto.

6.     Miscellaneous. This Letter Agreement may be executed in any number of counterparts (including facsimile and PDF counterparts), any one of which need not contain the signatures of more than one of the Parties. Each counterpart shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. This Letter Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and may not be amended or modified except in writing signed by each party hereto.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have hereby executed this Letter Agreement, as of the date first above written.

SELLER:
LAKES FLORIDA DEVELOPMENT, LLC, a Minnesota limited liability company
By:	/s/ Damon Schramm
Name:	Damon Schramm
Title:	Secretary
PURCHASER:
ONDISS Corp., a Florida corporation
By:	/s/ Federico de Achaval
Name:	Federico de Achaval
Title:	President

Signature page to Side Letter

EX-99

Exhibit 99.1

NEWS RELEASE Lakes Entertainment, Inc. 130 Cheshire Lane, Suite 101 Minnetonka, MN 55305 952-449-9092 952-449-9353 (fax) www.lakesentertainment.com (NASDAQ: LACO)

FOR FURTHER INFORMATION CONTACT:

Timothy Cope – 952-449-7030

FOR IMMEDIATE RELEASE:

October 22, 2014

LAKES ENTERTAINMENT, INC. ANNOUNCES

FINAL TRANSFER OF DANIA INTEREST

MINNEAPOLIS, October 22, 2014 - Lakes Entertainment, Inc. (LACO) announced that on October 17, 2014, it received a payment of approximately $1.4 million from ONDISS Corp. (“ONDISS”) for the transfer of Lakes’ remaining interest in Dania Entertainment Center, LLC (“DEC”) to ONDISS. Lakes Florida Development, LLC, a wholly owned subsidiary of Lakes, had previously entered into a Purchase Agreement with ONDISS pertaining to the sale of Lakes’ membership interest of DEC (“Purchase Agreement”). The Purchase Agreement provided that ONDISS would pay Lakes a total purchase price of approximately $2.6 million for Lakes’ ownership in DEC. ONDISS made an initial payment to Lakes of $1.0 million on April 21, 2014 at which time 40% of Lakes’ ownership in DEC was transferred to ONDISS. The remaining purchase price was scheduled to be made over three equal semi-annual installments of approximately $0.5 million, and 20% of Lakes’ ownership in DEC would be transferred to ONDISS upon each payment. In place of the three remaining payments, Lakes and ONDISS negotiated the discounted final payment amount of approximately $1.4 in consideration of Lakes transferring its remaining ownership in DEC on October 17, 2014. As a result of this payment, Lakes will recognize a gain of $1.4 million during the fourth quarter of 2014.

“We are pleased to have closed out our investment in Dania,” said Lyle Berman, CEO of Lakes. “Given the current uncertainty in the Florida gaming market, we believe that receiving the accelerated payment of $1.4 for our remaining ownership in Dania is a good result for our shareholders,” added Mr. Berman.

About Lakes Entertainment

Lakes Entertainment, Inc. currently owns the Rocky Gap Casino Resort near Cumberland, Maryland, and has an investment in Rock Ohio Ventures, LLC’s casino and racino developments in Ohio.

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. Certain information included in this press release (as well as information included in oral statements or other written statements made or to be made by Lakes Entertainment, Inc.) contains statements that are forward-looking, such as statements relating to plans for future expansion and other business development activities as well as other capital spending, financing sources and the effects of regulation (including gaming and tax regulation) and competition. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the company. These risks and uncertainties include, but are not limited to, those relating to the inability to complete or possible delays in completion of Lakes' casino projects, including various regulatory approvals and numerous other conditions which must be satisfied before completion of these projects; possible termination or adverse modification of management or development contracts; Lakes operates in a highly competitive industry; possible changes in regulations; reliance on continued positive relationships with Indian tribes and repayment of amounts owed to Lakes by Indian tribes; risks of entry into new businesses; reliance on Lakes' management and litigation costs. For more information, review the company's filings with the Securities and Exchange Commission.

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