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: October 14, 2005
(Date
of
earliest event reported: [October
10, 2005])
CENTURY
CASINOS, INC.
(Exact
Name of Registrant as specified in its charter)
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Delaware
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0-22290
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84-1271317
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
Number)
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1263
Lake Plaza Drive Suite A, Colorado Springs, CO
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80906
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
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719-527-8300
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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
communication 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
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry Into a Material Definitive Agreement.
On
October 10, 2005, Century Casinos, Inc. (the “Company”) entered into an
underwriting agreement (the “Underwriting Agreement”) with Bank Austria
Creditanstalt AG (the “Underwriter”),
pursuant to which the Company issued and sold 7,132,667 shares of common
stock
(the
“Shares”),
par
value $0.01 per share, in the form of Austrian Depositary
Certificates
(“ADCs”).
Each ADC
represents one share of the Company’s common stock. The price per
ADC to
the Underwriter was EUR 5.51 per ADC. A copy of the Underwriting Agreement
is
filed as Exhibit 1.3 to this Current Report on Form 8-K, and the contents
thereof are incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
October 11, 2005, the Company issued a press release announcing the pricing
of
its offering of ADCs. A copy of the press release dated October 11, 2005
is
furnished as Exhibit 99.1 to this Current Report on Form 8-K, and the contents
thereof are incorporated herein by reference.
On
October 14, 2005, the Company issued a press release summarizing the closing
of
the public offering of Austrian Depositary Certificates. A copy of the press
release dated October 14, 2005 is furnished as Exhibit 99.2 to this
Current
Report on Form 8-K, and the contents thereof are incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
1.3
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Underwriting
Agreement, dated October 10, 2005, between Bank Austria Creditanstalt
AG
and Century Casinos,
Inc.
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99.1 |
Press
Release dated October 11, 2005, announcing pricing of offering
of Austrian
Depositary Certificates.
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99.2 |
Press
Release dated October 14, 2005, announcing the receipt of funds
from the
sale of Austrian Depositary
Certificates.
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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 thereunto
duly authorized.
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Century Casinos,
Inc. |
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(Registrant)
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Date:
October 14, 2005 |
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By:
/s/ Ray Sienko |
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Ray
Sienko |
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Chief
Accounting Officer |