UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 8, 2019
Canterbury Park Holding Corporation
(Exact name of registrant as specified in its charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
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001-37858 |
47-5349765 |
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(Commission File Number) |
(IRS Employer Identification No.) |
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1100 Canterbury Road, Shakopee, Minnesota |
55379 |
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(Address of Principal Executive Offices) |
(Zip Code) |
(952) 445-7223
(Registrant’s telephone number, including area code)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 8, 2019, Canterbury Park Holding Corporation (the “Company”) announced that its Chief Financial Officer and Senior Vice President of Finance Robert M. Wolf was resigning as an officer and employee of the Company to take a position with another company. The Company expects his last day of employment will be April 19, 2019.
Effective April 22, 2019, Randall D. Sampson, the Company’s Chief Executive Officer and President, will become the Company’s acting principal financial officer and principal accounting officer until the Company names a successor. In addition to serving as the Company’s Chief Executive Officer and President, Mr. Sampson also served as the Company’s principal financial officer and principal accounting officer from 1994 until 2001, and from December 2016 until August 2017. As disclosed in the Company’s Proxy Statement for its 2017 Annual Meeting of Shareholders, after graduating from college with a degree in accounting, Mr. Sampson worked for five years in the audit department of Deloitte & Touche where he earned his CPA certification. He subsequently gained experience as a controller of a private company and, thereafter, served as Chief Financial Officer of a public company before becoming one of the co-founders of Canterbury Park Holding Corporation in 1994. Mr. Sampson will not receive any additional compensation for assuming the duties of principal financial officer and principal accounting officer.
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Item 9.01. |
Financial Statements and Exhibits.
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(d.) |
Exhibits
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99.1 Canterbury Park Holding Company Press Release dated April 8, 2019
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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.
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CANTERBURY PARK HOLDING CORPORATION |
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Dated: April 9, 2019 |
By: |
/s/ Randall D. Sampson |
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Randall D. Sampson |
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President and Chief Executive Officer |
Exhibit 99.1
CANTERBURY PARK
1100 Canterbury Road
Shakopee, MN 55379
CANTERBURY PARK HOLDING CORPORATION ANNOUNCES RESIGNATION OF CFO
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FOR IMMEDIATE RELEASE |
CONTACT: Randy Sampson |
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April 8, 2019 |
(952) 445-7223 |
SHAKOPEE, MN - Canterbury Park Holding Corporation (CPHC) today announced that Robert M. Wolf has resigned as the Company’s Chief Financial Officer and Senior Vice President of Finance, effective April 19, 2019, to accept a position at NXC Imaging, a Minneapolis-based distributor of medical solutions. Canterbury Park Chief Executive Officer and President Randy Sampson will serve as Interim CFO until a successor is found.
“Rob has been a valuable and effective leader for Canterbury Park and has made a positive impact,” Sampson said. “I wish him the best in his new endeavor as he returns to an industry in which he has much prior experience. I appreciate his contributions to Canterbury.”
Wolf was hired as VP of Finance in March 2017 and promoted to Senior VP of Finance and CFO in September of that year.
About Canterbury Park
Canterbury Park Holding Corporation owns and operates Canterbury Park Racetrack and Card Casino in Shakopee, Minnesota, the only thoroughbred and quarter horse racing facility in the State. The Company offers live racing from May to September. The Card Casino hosts card games 24 hours a day, seven days a week, dealing both poker and table games. The Company also conducts year-round wagering on simulcast horse racing and hosts a variety of other entertainment and special events at its Shakopee facility. The Company is redeveloping 140 acres of underutilized land surrounding the Racetrack in a project know as Canterbury Commons. The Company is pursuing several mixed-use development opportunities for this land, directly and through joint ventures. For more information about the Company, please visit www.canterburypark.com.
Cautionary Statement
From time to time, in reports filed with the Securities and Exchange Commission, in press releases, and in other communications to shareholders or the investing public, we may make forward-looking statements concerning possible or anticipated future financial performance, business activities or plans. These statements are typically preceded by the words “believes,” “expects,” “anticipates,” “intends” or similar expressions. For these forward-looking statements, we claim the protection of the safe harbor for forward-looking
statements contained in federal securities laws. Shareholders and the investing public should understand that these forward-looking statements are subject to risks and uncertainties which could affect our actual results and cause actual results to differ materially from those indicated in the forward-looking statements. We report these risks and uncertainties in our Form 10-K Report to the SEC. They include, but are not limited to: material fluctuations in attendance at the Racetrack; material changes in the level of wagering by patrons; decline in interest in the unbanked card games offered in the Card Casino; competition from other venues offering unbanked card games or other forms of wagering; competition from other sports and entertainment options; increases in compensation and employee benefit costs; increases in the percentage of revenues allocated for purse fund payments; higher than expected expense related to new marketing initiatives; the impact of wagering products and technologies introduced by competitors; the general health of the gaming sector; legislative and regulatory decisions and changes; our ability to successfully develop our real estate; and other factors that are beyond our ability to control or predict.