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4/28/06 Century Casinos Inc/CO DEF 14A 4/28/06 1:44
Definitive Proxy Solicitation Material · Schedule 14A
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| Other definitive proxy statements |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No. )
Check
the
appropriate box:
[
] Preliminary
Proxy Statement
[
] Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]
Definitive
Proxy Statement
[
] Definitive
Additional Materials
[
] Soliciting
Material Pursuant to §240.14a-12
CENTURY
CASINOS, INC.
------------------------------------------------
(Name
of
Registrant as Specified In Its Charter)
-------------------------------------------------
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[
] Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1) Title
of
each class of securities to which transaction applies:
2) Aggregate
number of securities to which transaction applies:
| |
3)
|
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was
determined):
|
4) Proposed
maximum aggregate value of transaction:
[
] Fee
paid
previously with preliminary materials.
[ ] Check
box
if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and
identify the filing for which the offsetting fee was paid previously. Identify
the previous
filing by registration
statement number, or the Form or Schedule and the date of its
filing.
1) Amount
Previously Paid:
2) Form,
Schedule or Registration No.:
CENTURY
CASINOS, INC.
1263
A Lake Plaza Drive
NOTICE
OF ANNUAL MEETING OF SECURITY HOLDERS
Notice
is hereby given that the Annual Meeting of Security Holders of Century Casinos,
Inc. (the “Company”), a Delaware corporation, will be convened at 121 Main
Street, Third Floor, Central City, Colorado on Tuesday, June 20, 2006, at 10:00
a.m. Mountain Time (18:00hrs Central European Time, 12:00 p.m. Eastern Time),
for the following purposes:
| 1. |
To
elect two Class III directors to the Board of Directors;
and
|
| 2. |
To
transact such other business as may properly come before the meeting
in
accordance with the Company’s bylaws or any adjournment
thereof.
|
Security
holders are cordially invited to attend the meeting in person or by calling
+1
877
903 2255 (U.S. TOLL FREE) or +1 303 928 2617 (INTERNATIONAL).
When prompted, enter Conference ID:
7935899 followed by the “#” sign.
Subject
to space availability, all security holders as of the record date, or their
duly
appointed proxies, may attend the meeting. Admission to the meeting will be
on a
first-come, first-served basis. If you attend, please note that you may be
asked
to present valid picture identification, such as a driver’s license. Cameras,
recording devices and other electronic devices will not be permitted at the
meeting.
Please
also note that if you hold your shares in “street name” (that is, through a
broker or other nominee) you will need to bring a brokerage statement reflecting
your stock ownership as of the record date and check in at the registration
desk
at the meeting.
Security
holders who cannot attend in person should vote by using the enclosed proxy.
Please fill in, date, sign and return the enclosed proxy in the enclosed
envelope so that your shares may be voted at the meeting. If you attend the
meeting, you may revoke your proxy and vote in person. Your vote is important.
By
order of the Board of Directors
Erwin
Haitzmann
Chairman
of the Board
Colorado
Springs, CO
CENTURY
CASINOS, INC.
1263
A Lake Plaza Drive
PROXY
STATEMENT
Annual
Meeting of Security Holders
IN
GENERAL
This
proxy statement is furnished in connection with the solicitation of proxies
by
the Board of Directors of Century Casinos, Inc. to be used at the Annual Meeting
of Security Holders to be held on June 20, 2006 at 121 Main Street, Third
Floor, Central City, Colorado, United States at 10:00 a.m. Mountain Time (18:00
Central European Time and 12:00 p.m. Eastern Time), for the purposes set forth
in the accompanying Notice of Annual Meeting of Security Holders. The enclosed
material was mailed on or about May 5, 2006 to security holders of the Company
as of April 27, 2006.
All
properly executed proxies received at or prior to the Annual Meeting will be
voted at the Annual Meeting. If a security holder directs how a proxy is to
be
voted with respect to the business coming before the Annual Meeting, the proxy
will be voted in accordance with the security holder’s directions. If a security
holder does not direct how a proxy is to be voted, it will be voted in favor
of
the election of the nominees to the Board of Directors named in this proxy
statement. A proxy may be revoked at any time before it is exercised by giving
written notice to the Secretary of the Company at the above address or by a
subsequently executed proxy. Security holders may vote their shares in person
if
they attend the Annual Meeting, even if they have executed and returned a proxy.
If no instructions are indicated on the proxy, the shares will be voted in
favor
of the proposals presented in this proxy statement, and in the proxy holder’s
discretion for any other matters presented in accordance with the Company’s
bylaws to be considered at the Annual Meeting.
The
matters to be brought before the Annual Meeting are the election of two Class
III directors of the Board of Directors and the transaction of such other
business that has been brought forward in accordance with the Company’s
bylaws.
Expenses
in connection with the solicitation of proxies in regard to the proposals
brought forward by the Company and included in this proxy statement will be
paid
by the Company.
Proxies
are being solicited by mail, and, in addition, directors, officers and regular
employees of the Company (who will not receive any additional compensation)
may
solicit proxies personally, by telephone, by email, or by special
correspondence. The Company will reimburse brokerage firms and others for their
expenses in forwarding proxy materials to the beneficial owners of the Company’s
common stock, including beneficial owners who hold the Company's Austrian
Depositary Certificates, or ADCs.
VOTING
SECURITIES
Only
security holders of record at the close of business on April 27, 2006, will
be
entitled to vote at the Annual Meeting. On that date, there were issued and
outstanding 22,380,567 shares of the Company’s $.01 par value common stock, the
only class of voting securities of the Company. This number
includes 4,745,925 shares
of
common stock represented by ADCs. Each share of common stock is entitled to
one
vote per share. Cumulative voting in the election of directors is not
permitted.
A
majority of the number of the outstanding shares of common stock, represented
either in person or by proxy, will constitute a quorum for the transaction
of
business at the Annual Meeting. Of the votes cast at the Annual Meeting, a
vote
of the holders of a majority of the common stock present, either in person
or by
proxy, and entitled to vote, is required to elect each director nominee. In
accordance with Delaware law, a security holder entitled to vote for the
election of directors can withhold authority to vote for nominees for director.
Abstentions
are counted for purposes of determining a quorum to conduct business, but are
ignored in vote tabulation, thereby increasing the number of votes necessary
to
approve any proposal. The inspectors of election will treat any shares held
by
brokers or nominees for which the broker or nominee has no discretionary power
to vote on a particular matter and for which they have received no instructions
from the beneficial owners or persons entitled to vote (“broker non-votes”) as
shares that are present for purposes of determining the presence of a quorum.
However, for purposes of determining the outcome of any matters as to which
the
broker has indicated on the proxy that it does not have discretionary authority
to vote, those shares will be treated as not entitled to vote with respect
to
that matter (even though those shares may be entitled to vote on other matters).
SECURITY
HOLDER PROPOSALS
If
you
are a security holder who wishes to present a proposal for inclusion
in the proxy statement and form of proxy for consideration at our 2007 Annual
Meeting of Security Holders, you must submit your proposals to the attention
of
our Secretary at our principal executive office so that the proposal is received
by us no later than December 29, 2006. In order for a security holder proposal
to be properly considered at the 2007 Annual Meeting, our Secretary must have
received notice of the proposal no sooner than December 22, 2006 and no later
than February 20, 2007. Proposals received by us after February 20, 2007 will
be
deemed untimely and will not be considered at the 2007 Annual Meeting.
PROPOSAL
1
ELECTION
OF DIRECTORS
The
Board
is divided into three classes of directors as nearly equal in number as
possible. Each director who is elected at an Annual Meeting will be elected
for
a three-year term expiring at the third Annual Meeting of Security Holders
after
such director’s election. Accordingly, directors of one Class only are elected
at each year’s Annual Meeting of Security Holders. If elected, all nominees are
expected to serve until the expiration of their respective terms and until
their
successors are duly elected and qualified. Presently, the Board consists of
five
directors comprising the following: (i) two Class I directors, Mr. Eichberg
and
Dr. Corbaci, whose terms will expire at the 2007 Annual Meeting; (ii) one Class
II director, Mr. Hoetzinger, whose term will expire at the 2008 Annual Meeting;
and (iii) two Class III directors, Dr. Haitzmann and Mr. Schellmann, who are
standing for re-election at the 2006 Annual Meeting.
At
the
2006 Annual Meeting, two Class III directors will be elected. The proxies named
on the enclosed proxy intend to vote for the election of the nominees for Class
III directors, Erwin Haitzmann and Gottfried Schellmann. Proxies cannot be
voted
for a greater number of directors than the number nominated.
Erwin
Haitzmann, a nominee for Class III director, is presently a member of the Board
of Directors, having served continuously as a director since March 1994. Dr.
Haitzmann is also presently serving as Chairman of the Board and Co Chief
Executive Officer of the Company. He has indicated a willingness to serve;
however, in the event he should become unable to serve as a director, the proxy
will be voted in accordance with the best judgment of the persons acting under
the proxy.
Gottfried
Schellmann, a nominee for Class III director, is presently a member of the
Board
of Directors, having served continuously as a director since January 1997.
He
has indicated a willingness to serve; however, in the event he should become
unable to serve as a director, the proxy will be voted in accordance with the
best judgment of the persons acting under the proxy.
The
information concerning Dr. Haitzmann and Mr. Schellmann, the nominees for the
Class III directors, is set forth below under “Information Concerning Directors
and Executive Officers.”
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE ABOVE NOMINEES.
INFORMATION
CONCERNING DIRECTORS AND EXECUTIVE OFFICERS
| |
Name
|
Age
|
Position
Held
|
Officer
or Director
Since
|
|
| |
Erwin
Haitzmann
|
52
|
Chairman
of the Board &
Co
Chief Executive Officer
|
March
1994
|
|
| |
Peter
Hoetzinger
|
43
|
Vice
Chairman of the Board,
Co
Chief Executive Officer & President
|
March
1994
|
|
| |
Robert
S. Eichberg
|
60
|
Director
|
January
1997
|
|
| |
Gottfried
Schellmann
|
52
|
Director
|
January
1997
|
|
| |
Dinah
Corbaci
|
51
|
Director
|
April
2000
|
|
| |
Larry
Hannappel
|
53
|
Senior
Vice President, Secretary & Treasurer
|
October
1999
|
|
| |
Christian
Gernert
|
40
|
Chief
Operating Officer
|
March
2006
|
|
| |
Rich
Rabin
|
59
|
Chief
Operating Officer for North America
|
August
2004
|
|
| |
Ray
Sienko
|
48
|
Chief
Accounting Officer
|
March
2005
|
|
Erwin
Haitzmann
holds a
Doctorate and a Masters degree in Social and Economic Sciences from the
University of Linz, Austria (1980), and has over 30 years of casino gaming
experience ranging from dealer through various casino management positions.
Dr.
Haitzmann has been employed full-time by the Company since May
1993.
Peter
Hoetzinger
received
a Masters degree from the University of Linz, Austria, in 1986. He thereafter
was employed in several managerial positions in the gaming industry with
Austrian casino companies. Mr. Hoetzinger has been employed full-time by the
Company since May 1993.
Robert
S. Eichberg
graduated from Bradley University in 1968 with a B.S. Degree in Accounting
and
is a Certified Public Accountant. He was employed by the public accounting
firm
of Deloitte & Touche, LLP from 1974 to 1994, ending his tenure there as Tax
Partner. From 1994 to 1996, he served as Tax Partner for the public accounting
firm Price Bednar LLP, before joining the public accounting firm of Causey,
Demgen & Moore, Inc. in September 1996, where he has been employed since, as
shareholder and President.
Gottfried
Schellmann
graduated from University of Vienna with a law degree and is a certified tax
advisor in Austria. After having worked for several firms, including KPMG
Germany as tax and accounting manager, he formed Schellmann & Partner in
1993, where he has been employed since, which specializes in tax and accounting
work for provinces and municipalities in Austria. He is a member of the
International Bar Association. He is also one of the main co-authors, together
with certain officers of the Austrian Ministry of Finance, of the Austrian
corporate tax code.
Dinah
Corbaci
holds a
Doctorate degree in Law from the University of Salzburg, Austria (1981). One
year practice on the Austrian Court in Salzburg was followed by working for
the
Austrian Association of Realtors in Vienna. In 1984 she joined IBM Austria,
where she is responsible as Account Manager for large government customers,
with
special focus on e-business for large IBM mainframe hardware and e-government
solutions. During the last six years of her 22 years of employment at IBM,
she
has served as eServer Manager where she is responsible for all Austrian
governmental customers concerning their strategic hardware development
compliance for governmental and legal requirements.
Larry
Hannappel
graduated from National College, Rapid City, South Dakota (1976) with a B.S.
Degree in Accounting. From 1976 to 1979, he was employed by the public
accounting firm of Hamma & Nelson. From 1979 to 1994, he served in various
financial management capacities in manufacturing and gaming. Mr. Hannappel
has
been employed full-time by the Company since May 1994. He became Chief
Accounting Officer in October 1999, was appointed as Secretary of the Company
in
March 2000, as Treasurer in June 2001 and as Senior Vice President in March
2005.
Christian
Gernert
holds a
Doctorate and Masters degree in Law from the University of Vienna, Austria,
and
has more than 20 years of experience in the Austrian and international gaming
industries. He started his career with the Austrian Gaming Authority and joined
Casinos Austria AG in 1990. From 1997 to 2004, he was an independent business
consultant, concentrating on the business development of various publicly traded
companies and a charitable gaming organization utilizing sports betting as
a
funding source. In 2004, Mr. Gernert joined the Company as Managing Director
of
The Caledon Hotel, Spa & Casino in South Africa. In March 2006, he was
appointed Chief Operating Officer for the Company.
Rich
Rabin earned
undergraduate degrees from Roosevelt University, Chicago, Illinois in Accounting
and Finance. He earned his MBA from the University of Wisconsin specializing
in
Finance. From 1973 until 1999, he was employed in various positions within
the
hospitality industry. Additionally, he was employed from 1995 to 1999 as the
Senior Vice President of Operations, President, and Chief Operating Officer
for
the Colorado Gaming and Entertainment Company. In 2000, he was employed as
a
Vice President, Casino Operations for the International Thunderbird Gaming
Corp.
From 2000 to 2001, he was a consultant for Peak Management, from 2001 to 2002,
he was employed as the Senior Vice President, Casino Operations for PDS Gaming,
and from 2002 to 2004, he was employed as the Director for The Innovation Group
in Las Vegas. In his capacity as Director, Mr. Rabin was responsible for the
design and implementation of process improvement programs for clients with
special emphasis on casino gaming, hotel and food and beverage operations.
He
has been employed by the Company since August 2004 as the Chief Operating
Officer for North America.
Ray
Sienko
graduated from St. Joseph’s University in Philadelphia, Pennsylvania (1979) with
a B.S. Degree in Accounting, and passed the CPA exam in November 1979. From
1979
to 1981, he was employed by the public accounting firm of Samuel M. Fischer
& Co., CPAs. From 1981 to 1985, he was employed by Amerigas, Inc. From 1985
to 2000, he was employed as the Controller for Bayard Sales Corp. Mr. Sienko
has
been employed by the Company since June 2000 as Controller. He was appointed
Chief Accounting Officer in March 2005.
There
are
no family relationships between or among the Company’s executive officers and
directors.
The
Company has adopted a Code of Ethics that applies to all directors, officers
and
employees, including the Co Chief Executive Officers, the Senior Vice
President and the Chief Accounting Officer. A complete text of the Code of
Ethics is available as Exhibit 14 filed with the Company's Form 10-K for the
year ended December 31, 2003.
CERTAIN
INFORMATION REGARDING THE BOARD OF DIRECTORS
The
Board
of Directors held four meetings during 2005 and on several occasions executed
unanimous written consents in lieu of meetings, in accordance with Delaware
law.
Each director attended at least 75% of the meetings of the Board of Directors,
and of each committee on which he or she sits.
The
Company’s policy regarding attendance by members of the Board of Directors at
the Company’s annual meeting of security holders is to encourage directors to
attend, either in person or by teleconference, subject to their availability
during that time. In 2005, three members of the board attended the annual
meeting.
The
Company has an Audit Committee of the Board of Directors, which is comprised
of
Robert S. Eichberg (Chairman), Gottfried Schellmann and Dinah Corbaci and which
is governed by an Amended and Restated Charter and Powers of the Audit Committee
(attached to this proxy statement as Exhibit A). The Audit Committee selects
and
appoints the Company’s independent auditors, reviews the performance of the
independent auditors, and approves independent auditor’s fees. The Audit
Committee also reviews the independence of such accountants, the Company’s
annual and quarterly financial statements and the Company’s system of internal
controls. During 2005, the Audit Committee held four meetings.
The
Board
of Directors and the Audit Committee believe that the Audit Committee’s current
composition satisfies the applicable rules and pronouncements of the National
Association of Securities Dealers, Inc. and the Securities and Exchange
Commission that govern audit committee selection, experience, and composition,
including the requirement that audit committee members all be “independent
directors” as that term is defined by such rules. The Board of Directors has
also determined that Robert S. Eichberg is an “audit committee financial expert”
as defined in applicable rules of the Securities and Exchange
Commission.
The
Compensation Committee of the Board of Directors is comprised of Dinah Corbaci
and Gottfried Schellmann. The Compensation Committee sets the compensation
to be
paid to each of the Company’s executive officers on an annual basis, and
periodically sets compensation for the Company’s non-employee directors. During
2005, the Compensation Committee held two meetings.
The
Incentive Plan Committee of the Board of Directors is comprised of Gottfried
Schellmann and Dinah Corbaci. The Incentive Plan Committee authorizes and
approves the issuance of options in accordance with the 2005 Equity Incentive
Plan,
reviews
and makes changes to the Company’s employee benefit plans, including the amount
of the Company’s contributions, if any, and otherwise advises on equity
compensation matters within the Committee’s expertise. During 2005, the
Incentive Plan Committee did not meet.
The
Company has no standing nominating committee. All of the directors participate
in the consideration of director nominees, but the Company’s nominations must be
approved by a majority of the independent directors in order to be presented
to
the security holders. The board does not have an express policy with regard
to
the consideration of any director candidates recommended by security holders,
because Delaware law permits any security holder to nominate director
candidates, and the board believes it can adequately evaluate any such nominees
on a case by case basis. The board will consider director candidates proposed
in
accordance with the procedures set forth under “Security Holder Communications”
below, and will evaluate security holder-recommended candidates under the same
criteria as internally generated candidates.
The
general criteria the Board uses to select nominees are:
| · |
Such
individual’s reputation for integrity, honesty and adherence to high
ethical standards;
|
| · |
Demonstrated
business acumen;
|
| · |
Experience
and ability to exercise sound judgments in matters that relate to
the
current and long-term objectives of the
Company;
|
| · |
Willingness
and ability to contribute positively to the decision making process
of the
Company;
|
| · |
Commitment
to understand the Company and its industry and to regularly attend
and
participate in meetings of the Board and its
committees;
|
| · |
Interest
and ability to understand the sometimes conflicting interests of
the
various constituencies of the Company, which include security holders,
employees, customers, governmental units, creditors, and the general
public;
|
| · |
Ability
to act in the interest of all
stakeholders;
|
| · |
Shall
not have, or appear to have, a conflict of interest that would impair
the
nominee’s ability to represent the interests of all Company’s security
holders and to fulfill the responsibilities of a
director;
|
| · |
Understanding
the complexity of diverse international business
structures.
|
It
is the
Board of Directors’ view, considering the size of the Company and the
composition of the Board of Directors, which is comprised of five directors,
three of whom are independent, that the Board of Directors can select nominees
to the Board meeting these criteria without a separate nominating
committee.
SECURITY
HOLDER COMMUNICATIONS
Security
holders or other interested parties may communicate with the Company’s Board of
Directors, any individual director, or members of any board committee. Security
holders should send any communications to investor@cnty.com, and identify the
intended recipient or recipients. All communications addressed to the Board
of
Directors or any identified director or directors will be forwarded to the
identified person or persons.
In
order
to nominate candidates for election to the Company’s Board, nominations must be
timely received from a security holder of record at the Company’s principal
executive office as described above under “Security Holder Proposals”, and must
set forth the name, age, business address and residence address of each nominee,
the nominees’ principal occupations or employment, the number of shares of the
Company’s common stock owned by each nominee, and information required to be
disclosed regarding each nominee by applicable laws. The nomination must also
state the name and address of the security holder making such nominations,
and
the number of shares of the Company’s stock owned by such person.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information as of April 27, 2006, concerning common
stock ownership by beneficial owners of five percent or more of the Company’s
common stock and the executive officers and directors of the Company. All of
the
named persons below, other than Thomas Graf, Janus Capital Management LLC,
Cortina Asset Management, LLC and William Blair & Company, L.L.C., are
officers or directors of the Company. The Company has no knowledge of any
arrangement that would at a subsequent date result in a change in control of
the
Company.
|
TITLE
OF CLASS
|
NAME
AND ADDRESS OF BENEFICIAL OWNER
|
AMOUNT
AND NATURE
OF BENEFICIAL OWNERSHIP
|
PERCENT
OF
CLASS
|
|
Common
Stock,
|
Erwin
Haitzmann
c/o
Century Casinos, Inc.
1263
A Lake Plaza Dr.
|
1,488,432
(a)
|
6.5%
|
|
Common
Stock,
$.01
par value
|
Peter
Hoetzinger
c/o
Century Casinos, Inc.
1263
A Lake Plaza Dr.
|
981,432
(b)
|
4.3%
|
|
Common
Stock,
$.01
par value
|
Robert
S. Eichberg
1801
California St. Ste. 4650
|
61,000
(c)
|
*
|
|
Common
Stock,
$.01
par value
|
Gottfried
Schellmann
Riemerschmidg
30
2340
Maria Enzersdorf,
Austria/Europe
|
81,200
(c)
|
*
|
|
Common
Stock,
$.01
par value
|
Dinah
Corbaci
Blechturmgasse
28/31
1040
Vienna
Austria/
Europe
|
31,000
(d)
|
*
|
|
Common
Stock,
$.01
par value
|
Larry
Hannappel
c/o
Century Casinos, Inc.
1263
A Lake Plaza Dr.
|
50,750
(e)
|
*
|
|
Common
Stock,
$.01
par value
|
Ray
Sienko
c/o
Century Casinos, Inc.
1263
A Lake Plaza Drive
|
11,500
(f)
|
*
|
|
Common
Stock,
$.01
par value
|
Christian
Gernert
c/o
Century Casinos, Inc.
1263
A Lake Plaza Drive
|
7,500
(g)
|
*
|
|
Common
Stock,
$.01
par value
|
All
Executive Officers and Directors as a Group
(eight
persons)
|
2,712,814
|
11.6%
|
|
Common
Stock,
$.01
par value
|
Thomas
Graf
Liechtensteinstrasse
54
A-2344
Maria Enzersdorf
Austria/Europe
|
2,144,300
(h)
|
9.6%
|
|
Common
Stock,
$.01
par value
|
Janus
Capital Management LLC
100
Fillmore Street, 2nd Floor
|
1,663,235
(i)
|
7.4%
|
|
Common
Stock,
$.01
par value
|
Cortina
Asset Management, LLC
330
East Kilborn Avenue
Suite
850
|
1,186,340
(j)
|
5.3%
|
|
Common
Stock,
$.01
par value
|
William
Blair & Company, L.L.C.
222
W. Adams
|
1,164,369
(k)
|
5.2%
|
| |
(a)
|
Includes
non-statutory stock options for 350,000 shares exercisable at $0.75
per
share and 188,432 shares exercisable at $2.93 per share, indirectly
owned
and held by The Haitzmann Family Foundation.
|
| |
(b)
|
Includes
non-statutory stock options for 250,000 shares exercisable at $0.75
per
share and 188,432 shares exercisable at $2.93 per share, indirectly
owned
and held by The Hoetzinger Family
Foundation.
|
| |
(c)
|
Includes
an option for 10,000 shares exercisable at $2.12 per share and an
option
for 6,000 shares exercisable at $3.26 per
share.
|
| |
(d)
|
Includes
an option for 6,000 shares exercisable at $3.26 per
share.
|
| |
(e)
|
Includes
an option for 10,000 shares exercisable at $.75 per share, an option
for
7,500 shares exercisable at $1.50 per share and an option for 8,250
shares
exercisable at $2.93 per share.
|
|
|
(f)
|
Includes
an option for 10,000 shares exercisable at $1.75 per share and an
option for 1,500 shares exercisable at $2.93 per
share.
|
|
|
(g)
|
Includes
an option for 7,500 shares exercisable at $2.93 per
share.
|
In
November 2005, in accordance with the 2005 Equity Incentive Plan, options to
purchase 25,000 shares of common stock of the Company at the price of $7.68
per
share were granted to Dr. Gernert. These shares are not included in the number
of shares beneficially owned as these options are not exercisable within 60
days
of April 27, 2006.
| |
(h)
|
As
reported on Form 4 filed with the Securities and Exchange Commission
on
December 15, 2004.
|
| |
(i)
|
As
reported on Schedule 13G filed with the Securities and Exchange Commission
on February 14, 2006.
|
| |
(j)
|
As
reported on Schedule 13G filed with the Securities and Exchange Commission
on February 8, 2006.
|
| |
(k)
|
As
reported on Schedule 13G/A filed with the Securities and Exchange
Commission on February 14, 2006.
|
EXECUTIVE
COMPENSATION
Summary
Compensation Table
The
table
below sets forth executive compensation during 2005, 2004 and 2003 to the
Company’s Co Chief Executive Officers and to each other executive officer who
received greater than $100,000 in compensation in 2005.
| |
|
|
|
|
Awards
|
Payouts
|
|
|
Name
& Principal
Position
|
Year
|
Salary
(a)
($)
|
Bonus
(b)
($)
|
Other
Annual/ Compensation
(c)
($)
|
Restricted
Stock Awards
($)
|
Securities
Underlying Options/
SARs
(#)
|
LTIP
Payouts
($)
|
All
Other Compensation
(d)
($)
|
|
Erwin
Haitzmann
|
2005
|
303,866
|
236,149
|
|
|
|
|
|
|
Chairman
of the Board
|
2004
|
199,703
|
341,690
|
|
|
628,105
|
|
|
|
and
Co Chief Executive Officer
|
2003
|
180,737
|
262,390
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Peter
Hoetzinger
|
2005
|
303,866
|
236,149
|
|
|
|
|
|
|
Vice
Chairman of the Board,
|
2004
|
199,703
|
341,690
|
|
|
628,105
|
|
|
|
Co
Chief Executive Officer
|
2003
|
191,357
|
251,800
|
|
|
|
|
|
|
and
President
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Larry
Hannappel
|
2005
|
120,507
|
40,000
|
|
|
|
|
1,800
|
|
Senior
Vice President
|
2004
|
80,507
|
80,000
|
|
|
27,500
|
|
1,200
|
|
Secretary
& Treasurer
|
2003
|
80,507
|
60,000
|
|
|
|
|
1,200
|
| |
|
|
|
|
|
|
|
|
|
Rich
Rabin
|
2005
|
150,507
|
|
|
|
|
|
2,250
|
|
Chief
Operating Officer -
|
2004
|
61,240
|
|
21,336
|
|
|
|
|
|
North
America
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Ray
Sienko
|
2005
|
95,221
|
15,000
|
|
|
|
|
1,178
|
|
Chief
Accounting Officer
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| (a) |
Dr.
Haitzmann’s salaries for 2005 and 2004 include $216,996 and $120,000 paid,
respectively, to Flyfish Casino Consulting AG for the benefit of
Dr.
Haitzmann’s Family Foundation. Mr. Hoetzinger’s salaries for 2005 and 2004
include $216,996 and $120,000 paid, respectively, to Focus Casino
Consulting AG for the benefit of Mr. Hoetzinger’s Family Foundation. These
payments are made pursuant to separate management agreements with
the
Company (see “Executive Employment
Agreements”).
|
| (b) |
Dr.
Haitzmann’s bonuses for 2005 and 2004 were paid to Flyfish Casino
Consulting AG for the benefit of Dr. Haitzmann’s Family Foundation. Mr.
Hoetzinger’s bonuses for 2005 and 2004 were paid to Focus Casino
Consulting AG for the benefit of Mr. Hoetzinger’s Family
Foundation.
|
| (c) |
Other
annual compensation for Mr. Rabin in 2004 includes relocation costs
of
$21,336.
|
| (d) |
Consists
solely of matching contributions made by the Company to the 401(k)
Savings
and Retirement Plan.
|
AGGREGATED
OPTIONS EXERCISED IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The
following table sets forth the aggregate options exercised and held by certain
executive officers of the Company.
|
Name
|
Shares
Acquired on Exercise
|
Value
Realized
|
Number
of Securities Underlying Options at December 31, 2005 Exercisable/
Unexercisable
|
Value
of Unexercised In-the-Money Options at December 31, 2005 Exercisable/
Unexercisable
(e)
|
|
Erwin
Haitzmann
|
950,000
|
$5,614,500
(a)
|
412,811
/ 565,294 (c)
|
$3,103,639
/ 3,205,217
|
|
Peter
Hoetzinger
|
543,000
|
$3,209,130
(a)
|
312,811
/ 565,294 (d)
|
$2,318,639
/ 3,205,217
|
|
Larry
Hannappel
|
20,000
|
$115,250
(b)
|
20,250
/ 24,750
|
$147,342
/ 140,332
|
|
Ray
Sienko
|
-
|
-
|
10,500
/ 4,500
|
$71,335
/ 25,515
|
| (a) |
Based
on the closing price ($7.41) of the Company’s common stock on the NASDAQ
Capital Market on August 5, 2005, the date that options were
exercised.
|
| (b) |
Based
on the closing price ($7.45) of the Company’s common stock on the NASDAQ
Capital Market on January 11, 2005, the date that options were
exercised.
|
| (c) |
All
options are held by The Haitzmann Family Foundation. (See Certain
Relationships and Related
Transactions.)
|
| (d) |
All
options are held by The Hoetzinger Family Foundation. (See Certain
Relationships and Related
Transactions.)
|
DIRECTOR
COMPENSATION
Directors
who are full-time employees of the Company receive no compensation for their
services as directors. Messrs. Eichberg and Schellmann and Dr. Corbaci, the
outside directors of the Company, are being compensated for their services
as
follows:
| (a) |
Compensation,
Reimbursement
-
Each outside director receives $1,000 per board or committee meeting
attended (and per gaming application completed). In addition, Mr.
Eichberg receives $10,000 per year for his work as Chairman of the
Audit Committee. Dr. Corbaci and Mr. Schellmann each receive $3,000
per
year for their work as members of the Audit Committee, the Compensation
Committee and the Incentive Plan
Committee.
|
| (b) |
Amounts
paid in 2005:
|
| |
Mr.
Eichberg
|
$18,000
|
|
| |
Dr.
Corbaci
|
$15,000
|
|
| |
Mr.
Schellmann
|
$15,000
|
|
Equity
Compensation Plans
The
following table provides the information as of December 31, 2005 relating to
securities authorized for issuance under equity compensation plans.
|
Plan
category
|
Number
of securities to be issued upon exercise of outstanding options,
warrants
and rights
|
Weighted-average
exercise price of outstanding options, warrants and rights
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities underlying outstanding options,
warrants and rights)
|
|
Equity
compensation plans approved by security holders
|
2,066,210
|
$2.36
|
1,965,000
|
|
Equity
compensation plans not approved by security holders
|
-
|
-
|
-
|
|
Total
|
2,066,210
|
$2.36
|
1,965,000
|
An
Employees’ Equity Incentive Plan (the “EEIP”) which expired in April 2004
continues to be administered for previously issued and outstanding options.
Security holders approved a new equity incentive plan (the “2005 Plan”) at the
2005 annual meeting. The 2005 Plan provides for the grant of awards to eligible
individuals in the form of stock, restricted stock, stock options, performance
units or other stock-based awards, all as defined in the 2005 Plan. The 2005
Plan provides for the issuance of up to 2,000,000 shares of common stock to
eligible individuals through the various forms of awards permitted. The 2005
Plan limits the number of options that can be awarded to an individual to
200,000 per year. Stock options may not be issued at an option price lower
than
fair market value at the date of grant. All stock options must have an exercise
period not to exceed ten years. Through December 31, 2005, only incentive stock
option awards, for which the option price may not be less than fair market
value
at the date of grant, or non-statutory options, which may be granted at any
option price (as permitted under the EEIP), have been granted under the EEIP
and
2005 Plan. Options granted to date have one-year, two-year or four-year vesting
periods. The Company’s Incentive Plan Committee has the power and discretion to,
among other things, prescribe the terms and conditions for the exercise of,
or
modification of, any outstanding awards in the event of a merger, acquisition
or
any other form of acquisition other than a reorganization of the Company under
United States Bankruptcy Code or liquidation of the Company. Both plans also
allow limited transferability of any non-statutory stock options to legal
entities that are 100% owned or controlled by the optionee or to the optionee’s
family trust. As of December 31, 2005, there were 2,066,210 options outstanding,
of which 2,031,210 options were issued under the EEIP and 35,000 options were
issued under the 2005 Plan.
EXECUTIVE
EMPLOYMENT AGREEMENTS
