-----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, QsZV/5QlTeqemCHVS7Bcctu6po6dJTXPVVHz5zkm4sGDInvy2fiH2+YpRMN1sN94 ja+g+T/Ewj5iFcdeTmRugg== 0000950123-09-010759.txt : 20090603 0000950123-09-010759.hdr.sgml : 20090603 20090603100450 ACCESSION NUMBER: 0000950123-09-010759 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090528 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090603 DATE AS OF CHANGE: 20090603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FULL HOUSE RESORTS INC CENTRAL INDEX KEY: 0000891482 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 133391527 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32583 FILM NUMBER: 09870114 BUSINESS ADDRESS: STREET 1: 4670 S. FORT APACHE ROAD STREET 2: SUITE 190 CITY: LAS VEGAS STATE: NV ZIP: 89147 BUSINESS PHONE: 7022217800 MAIL ADDRESS: STREET 1: 4670 S. FORT APACHE ROAD STREET 2: SUITE 190 CITY: LAS VEGAS STATE: NV ZIP: 89147 8-K 1 c86424e8vk.htm FORM 8-K Form 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): May 28, 2009

FULL HOUSE RESORTS, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   1-32583   13-3391527
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
4670 S. Fort Apache Road, Suite 190
Las Vegas, Nevada
  89147
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: 702-221-7800
 
 
(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:

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

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

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

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

 
 

 

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SECTION 5 – Corporate Governance and Management

Item 5.02  
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 28, 2009, at the recommendation of Andre Hilliou, CEO, the board of directors (the “Board”) of Full House Resorts, Inc. (the “Company”) appointed Mark J. Miller as the Chief Operating Officer of the Company. Mr. Miller also currently serves as a member of the Board as well as the Chief Financial Officer and Treasurer of the Company.

Mr. Miller, age 52, became Chief Financial Officer on February 19, 2007. He was a director of the Company from May 2005 until the announcement of his employment with the Company in January 2007. He rejoined the Board on May 31, 2007. From September 2003 until December 2006, Mr. Miller served as Executive Vice President and Chief Financial Officer of Aero Products International, a leading maker of premium, air-filled bedding products. From December 1998 until May 2003, Mr. Miller was Executive Vice President and Chief Financial Officer and then, Chief Operating Officer of American Skiing Company, owner and operator of nine well-known ski resorts located in New England, Colorado, California and Utah. From 1994 until 1998, he was an Executive Vice President of Showboat, Inc. with operational support responsibility for new casino development. Previously, Mr. Miller served in various positions within the Showboat organization, including President and Chief Executive Officer of Atlantic City Showboat, Inc. Mr. Miller holds a Master Degree in Accountancy from Brigham Young University and is a Certified Public Accountant.

No changes were made to Mr. Miller’s compensation or employment agreement, which are described in the Company’s proxy statement filed on April 23, 2009 and incorporated herein by reference, in connection with his appointment as Chief Operating Officer.

SECTION 8 – Other Events

Item 8.01 Other Events.

On May 28, 2009, the Board elected Andre M. Hilliou, who currently serves on the Board and as Chief Executive Officer of the Company, to serve as Chairman of the Board. The Board also elected Carl G. Braunlich to serve as Vice-Chairman of the Board.

SECTION 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release issued on June 3, 2009.

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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.

     
    Full House Resorts, Inc.
 
 
Date: June 3, 2009
  /s/ Barth F. Aaron                                     
 
  Barth F. Aaron
 
  Secretary/General Counsel

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EXHIBIT INDEX

     
Exhibit No.   Description
99.1
  Press release issued on June 3, 2009.

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EX-99.1 2 c86424exv99w1.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

For Immediate Release

FULL HOUSE RESORTS APPOINTS MARK MILLER AS CHIEF OPERATING OFFICER

Las Vegas, Nevada – June 3, 2009 – Full House Resorts (NYSE Amex US: FLL) announced today that at its meeting on May 28, 2009, the Board of Directors appointed Mark Miller to the position of Chief Operating Officer in addition to his role as Chief Financial Officer.

Mr. Miller previously served as President and Chief Executive Officer of Atlantic City Showboat, Inc. and Executive Vice President of Showboat, Inc., and has additional experience in gaming operations.

“I am pleased that the Board accepted my recommendation to appoint Mark to the additional role of COO in recognition of his current responsibilities and experience,” said Andre Hilliou, CEO of Full House. “I have worked closely with Mark for a long time and he is an excellent manager with the skills needed to see us through the growth that we are currently experiencing.”

Following the Annual Meeting of the Company on May 28, 2009 at which all incumbent directors were re-elected, the Board appointed Andre M. Hilliou as Chairman of the Board and Carl G. Braunlich as Vice Chairman of the Board. Mr. Hilliou has been CEO of the Company since 2004 and Dr. Braunlich has served as an independent member of the Board since May 2005. J. Michael Paulson, who had been Chairman since 2004, remains an active board member and proposed the appointment of Mr. Hilliou as Chairman, as a vote of confidence for the management team he was instrumental in putting in place.

About Full House Resorts, Inc.

Full House owns, develops and manages gaming facilities. Full House owns the Stockman’s Casino in Fallon, Nevada which has 8,400 square feet of gaming space with approximately 260 gaming machines, four table games and a keno game.  The casino has a bar, a fine dining restaurant and a coffee shop. Full House also receives a guaranteed fee from the operation of Harrington Raceway and Casino at the Delaware State Fairgrounds in Harrington, Delaware. Harrington Raceway and Casino has a total of approximately 2,100 gaming devices, a buffet, gourmet steakhouse, other food and beverage outlets and an entertainment lounge.  Full House also has a management agreement with the Nottawaseppi Huron Band of Potawatomi Indians for the development and management of a first-class casino/resort with 2,680 gaming devices, 78 table games and 12 poker tables in the Battle Creek, Michigan area, which is currently under construction and scheduled to open in early August 2009.  In addition, Full House has been working with the Northern Cheyenne Nation of Montana for the development and management of a gaming facility on tribal land.  Further information about Full House Resorts can be viewed on its web site at www.fullhouseresorts.com.

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Forward-looking Statements

Some of the statements made in this release are forward-looking statements. These forward-looking statements are based upon Full House’s current expectations and projections about future events and generally relate to Full House’s plans, objectives and expectations for Full House’s business. Although Full House’s management believes that the plans and objectives expressed in these forward-looking statements are reasonable, the outcome of such plans, objectives and expectations involve risks and uncertainties including without limitation, regulatory approvals, financing sources and terms, integration of acquisitions, competition and business conditions in the gaming industry.  Additional information concerning potential factors that could affect Full House’s financial condition and results of operations is included in the reports Full House files with the Securities and Exchange Commission, including, but not limited to, its Form 10-K for the most recently ended fiscal year.

For the foregoing reasons, readers and investors are cautioned that there also can be no assurance that the outcomes expressed in Full House’s forward-looking statements included in this release and otherwise will prove to be accurate. In light of the significant uncertainties inherent in such forward-looking statements, the inclusion of such information should not be regarded as a representation or warranty by Full House or any other person that Full House’s objectives and plans will be achieved in any specified time frame, if at all. Full House does not undertake any obligation to update any forward-looking statements or to announce revisions to any forward-looking statements.

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For further information, contact:

Mark Miller, Chief Financial Officer / Chief Operating Officer
Full House Resorts, Inc.
702-221-7800
www.fullhouseresorts.com

Or

William R. Schmitt
Integrated Corporate Relations
203-682-8200
investors@fullhouseresorts.com

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