-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ClqM0FVMt3vqjsSr1zYqr22xAgjzxy0EvwqCz+VG4xlhYnPV88k/f+dmd5H82poH /fLlZ85t1RiFDJ0rB11W0g== 0001193125-05-123865.txt : 20050613 0001193125-05-123865.hdr.sgml : 20050611 20050610173824 ACCESSION NUMBER: 0001193125-05-123865 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050503 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050613 DATE AS OF CHANGE: 20050610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PINNACLE ENTERTAINMENT INC CENTRAL INDEX KEY: 0000356213 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 953667491 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13641 FILM NUMBER: 05890825 BUSINESS ADDRESS: STREET 1: 3800 HOWARD HUGHES PRKWY STREET 2: SUITE 1800 CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 702-784-7777 MAIL ADDRESS: STREET 1: 3800 HOWARD HUGHES PRKWY STREET 2: SUITE 1800 CITY: LAS VEGAS STATE: NV ZIP: 89109 FORMER COMPANY: FORMER CONFORMED NAME: HOLLYWOOD PARK INC/NEW/ DATE OF NAME CHANGE: 19920703 8-K/A 1 d8ka.htm FORM 8-K/A Form 8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K/A

 


 

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 3, 2005

 


 

PINNACLE ENTERTAINMENT, INC.

(Exact Name of Registrant as Specified in Charter)

 


 

Delaware   001-13641   95-3667491

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

3800 Howard Hughes Parkway

Las Vegas, Nevada

  89109
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (702) 784-7777

 

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):

 

¨ 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 (7 CFR 240.13e-4(c))

 



This Form 8-K/A amends and restates in its entirety the Current Report on Form 8-K filed by Pinnacle Entertainment, Inc. (the “Company”) on May 10, 2005, which reported that the Compensation Committee of the Board of Directors of the Company granted a non-qualified stock option to purchase 600,000 shares of the Company’s common stock to Daniel R. Lee instead of reporting that such option constitutes an incentive stock option to the maximum extent possible and the remainder is a non-qualified stock option.

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On May 3, 2005, following the approval of the 2005 Equity and Performance Incentive Plan (“2005 Plan”) at the annual meeting of stockholders of Pinnacle Entertainment, Inc. (the “Company”), the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company approved stock option grants to certain executive officers and directors of the Company as described below.

 

The Compensation Committee granted a stock option to purchase 600,000 shares of the Company’s common stock to Daniel R. Lee, Chairman of the Board of Directors and Chief Executive Officer of the Company (which option constitutes an incentive stock option to the maximum extent possible and the remainder is a non-qualified stock option), and a non-qualified stock option to purchase 88,610 shares of the Company’s common stock to Wade W. Hundley, President of the Company. In addition, the Compensation Committee granted each of the following directors a non-qualified stock option to purchase 10,000 shares of the Company’s common stock: John V. Giovenco, Richard J. Goeglein, Bruce A. Leslie, James L. Martineau, Michael Ornest, Timothy J. Parrott, and Lynn P. Reitnouer.

 

Each stock option described herein was granted in accordance with the terms of the Company’s 2005 Plan. All such stock options vest ratably over a period of five years from the date of grant and are exercisable at a price of $14.70 per share, the closing price of the Company’s stock on May 3, 2005. Each option must be exercised no later than ten years from the date of grant. Each executive officer or director who has been granted a stock option under the 2005 Plan will enter into a stock option agreement with the Company related to such stock option grant.


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.

 

   

PINNACLE ENTERTAINMENT, INC.

(Registrant)

Date: June 10, 2005   By:  

/s/ John A. Godfrey


        John A. Godfrey
        Executive Vice President, General Counsel and Secretary
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