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0000950137-07-018597.txt : 20071217 0000950137-07-018597.hdr.sgml : 20071217 20071217163739 ACCESSION NUMBER: 0000950137-07-018597 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071214 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071217 DATE AS OF CHANGE: 20071217 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: 071310434 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 a36585e8vk.htm FORM 8-K e8vk

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): December 14, 2007

FULL HOUSE RESORTS, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)	1-32583 (Commission File Number) Identification No.)	13-3391527 (I.R.S. Employer

4670 S. Fort Apache Road, Suite 190 Las Vegas, Nevada (Address of principal executive offices)		89147 (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 (17CFR 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))

TABLE OF CONTENTS


	Item 1.01 Entry into a Material Definitive Agreement.
	Item 8.01 Other Events.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2

SECTION 1 — Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported, on October 1, 2007, Stockman’s Casino, Inc., a wholly owned subsidiary of Full House Resorts, Inc. (“Full House”), entered into a definitive Agreement of Sale and Purchase (the “Agreement”) with Dhillon Hospitality Management, Inc. (the “Buyer”).

On December 14, 2007, Full House agreed to extend the closing date provided under the Agreement to not later than February 11, 2008. The Buyer requested the extension because of a delay in securing a financing commitment. The Buyer has informed Full House that the commitment has now been obtained. As consideration for the extension, the Buyer placed an additional $125,000 in a non-refundable escrow account.

Upon closing, Full House expects to net approximately $6.8 million in after tax proceeds which it intends to use to reduce debt. The closing is subject to customary conditions. There can be no assurance that the conditions to closing under the Agreement will ever be satisfied, or any transaction contemplated under the Agreement will be consummated.

A copy of the December 17, 2007 press release announcing the extension is attached hereto as Exhibit 99.1.

SECTION 8 — Other Events

Item 8.01 Other Events.

On December 14, 2007, Gaming Entertainment Michigan, LLC (GEM), a 50%-owned joint venture of Full House, received final approval for its gaming management contract from the National Indian Gaming Commission. As previously stated, Full House now expects to work with the Nottawaseppi Huron Band of Potawatomi’s FireKeepers Development Authority on financing and construction of its FireKeepers Casino in Battle Creek, Michigan.

Once financing is secured, ground-breaking is slated for early 2008 with a grand opening of FireKeepers Casino expected in early 2009. Full House has a management agreement with the Nottawaseppi Huron Band of Potawatomi through GEM, where it has been developing and will manage the FireKeepers Casino for seven years after its opening.

A copy of the December 17, 2007 press release announcing the approval is attached hereto as Exhibit 99.2.

SECTION 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


99.1		Press Release issued on December 17, 2007.

99.2		Press Release issued on December 17, 2007.

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: December 17, 2007	/s/ Barth F. Aaron
	Barth F. Aaron
	Secretary/General Counsel

EXHIBIT INDEX


Exhibit No.		Description
99.1		Press Release issued on December 17, 2007.

99.2		Press Release issued on December 17, 2007.

EX-99.1 2 a36585exv99w1.htm EXHIBIT 99.1 exv99w1

Exhibit 99.1

FULL HOUSE RESORTS EXTENDS CLOSING DATE FOR HOLIDAY INN EXPRESS

Las Vegas — (Business Wire) — December 17, 2007 — Full House Resorts (AMEX: FLL) today announced that it has extended the closing date for the previously announced sale of the Holiday Inn Express in Fallon, Nevada to not later than February 11, 2008. The request by the buyer for an extension was caused by a delay in securing a financing commitment, which has since been obtained. In return for Full House granting the extension, the buyer has placed $125,000 in a non-refundable escrow account in addition to the original $75,000 non-refundable deposit. No other changes were made to the original purchase agreement.

Upon the closing of the sale, the company expects to net approximately $6.8 million in after tax proceeds which it intends to use to reduce debt.

About Full House Resorts, Inc.

Full House owns, develops and manages gaming facilities. Full House owns the Stockman’s Casino and Holiday Inn Express 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. The Holiday Inn Express has 98 guest rooms, indoor and outdoor swimming pools, a sauna, fitness club, meeting room and business center. The Company has entered into a contract to sell the Holiday Inn Express, which is expected to close in early 2008. Full House also receives a guaranteed fee from the operation of Harrington Raceway and Casino, formerly Midway Slots and Simulcast at the Delaware State Fairgrounds in Harrington, Delaware. Harrington Slots recently opened an expansion and is remodeling its original building which will result in a total of 2,000 gaming devices, a buffet, gourmet Steak House, 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 2,500 gaming devices, 90 table games and 20 poker tables in the Battle Creek, Michigan area, which is currently in development. In addition, Full House has a Gaming Management Agreement with the Nambé Pueblo of New Mexico for the development of a coordinated entertainment venue centered on a 50,000 square foot casino and with the Northern Cheyenne Nation of Montana for the development and management of a 27,000 square foot gaming facility. Further information about Full House can be viewed on its web site at www.fullhouseresorts.com.

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-KSB 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.

# # #

For further information, contact:

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

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

EX-99.2 3 a36585exv99w2.htm EXHIBIT 99.2 exv99w2

Exhibit 99.2

FULL HOUSE RESORTS RECEIVES FINAL NIGC APPROVAL FOR BATTLE CREEK, MICHIGAN CASINO

Las Vegas — December 17, 2007 — Full House Resorts (AMEX: FLL) announced today that Gaming Entertainment Michigan, LLC (GEM), a 50%-owned joint venture of the Company, has received final approval for its gaming management contract from the National Indian Gaming Commission (NIGC). As previously stated, the Company now expects to work with the Nottawaseppi Huron Band of Potawatomi’s FireKeepers Development Authority on financing and construction of its FireKeepers Casino in Battle Creek, Michigan.

Andre M. Hilliou, Chief Executive Officer of Full House Resorts, said, “We are pleased to receive approval from the NIGC which was needed before obtaining financing and beginning construction on what we expect to become one of the premier gaming facilities in Michigan. The casino — located at Exit 104 on 79 acres of frontage land on Interstate 94 between Chicago and Detroit — is expected to have more than 3,000 gaming positions and a 2,000 space parking garage. We also expect the FireKeepers Casino to become a major driver of shareholder value for Full House.”

About Full House Resorts, Inc.

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-KSB for the most recently ended fiscal year.

# # #

For further information, contact:

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

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

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