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): May 15, 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)
Securities registered pursuant Section 12(b) of the Act:
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Title of Each Class |
Trading Symbol |
Name of each exchange on which registered |
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Common Stock Common stock, $.01 par value |
CPHC |
Nasdaq |
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 May 15, 2019, the Company announced it had hired Randy J. Dehmer, age 36, as the Company’s Vice President of Finance and Chief Financial Officer beginning May 30, 2019. Mr. Dehmer will also serve as the Company’s principal accounting and financial officer. The Company’s President and Chief Executive Officer Randall D. Sampson, has been serving as the Company’s Chief Financial Officer since April 22, 2019 when the prior Chief Financial Officer left to take a position with another company.
From August 2013 to May 2019, Mr. Dehmer has served as financial controller for Clearfield, Inc, a manufacturer and distributer of fiber optic management products. From December 2007 to August 2013, Mr. Dehmer worked for the Company, most recently serving as controller from March 2012 to August 2013. Prior to his employment with the Company, Mr. Dehmer served as an audit associate at Ernst & Young, LLP. Mr. Dehmer also holds an active CPA certification.
Mr. Dehmer will receive a base salary of $200,000 and will be eligible to participate in the Company’s annual short-term incentive bonus plan and long-term incentive stock plan, with a bonus opportunity of up to 20% of his base salary in each plan.
Item 9.01. Financial Statements and Exhibits.
(d.) 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 hereunto duly authorized.
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CANTERBURY PARK HOLDING CORPORATION |
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Dated: May 15, 2019 |
By: |
/s/ Randall D. Sampson |
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Randall D. Sampson |
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President, Chief Executive Officer, Chief Financial Officer |
Exhibit 99.1
CANTERBURY PARK
1100 Canterbury Road
Shakopee, MN 55379
RANDY DEHMER NAMED CFO AT CANTERBURY PARK
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FOR IMMEDIATE RELEASE |
CONTACT: Randy Sampson |
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May 15, 2019 |
(952) 445‑7223 |
SHAKOPEE, MN - Canterbury Park officials today announced the hiring of Randy J. Dehmer as Chief Financial Officer for the publicly held racetrack, card casino, and special events destination located in suburban Minneapolis. Dehmer returns to Canterbury Park where he was employed from 2007 to 2013, serving as controller from March 2012 to August 2013. Mr. Dehmer will be leaving a position as financial controller at Clearfield, Inc. to join Canterbury on May 30, 2019
“Randy’s familiarity with Canterbury Park made him the perfect candidate for CFO,” Canterbury Park President Randy Sampson said. “His understanding of the gaming industry and other segments of our business will be an asset as we move toward the future. I look forward to welcoming him back.”
Dehmer, 36, is a native of St. Michael, Minn. and graduated with a bachelor’s degree in accounting from the University of Minnesota Duluth. He began his career at Ernst & Young, serving there as senior accountant until he first joined Canterbury Park.
“I am thrilled to return to Canterbury Park. They have an excellent team in place and so many valuable employees that I have worked with successfully in the past,” Dehmer said. “I am excited to be back as the company continues to grow and pursue the development of its surrounding property.”
Dehmer will oversee Canterbury’s finance department as well as cash operations and purchasing.
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.