UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No. )
Filed
by
the Registrant þ
Filed
by
a Party other than the Registrant ¨
Check
the
appropriate box:
¨
Preliminary
Proxy Statement
¨
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ
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):
þ
No
fee
required.
¨
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:
5) Total
fee
paid:
¨
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.:
3) Filing
Party:
4) Date
Filed:
April
30,
2007
Dear
Securityholder:
We
cordially invite you to attend the Annual Meeting of Securityholders of Century
Casinos, Inc., which will be held at the Marriott Hotel, Prague 1, Czech
Republic on Wednesday, June 20, 2007, at 16:00hrs Central European Time (8:00
a.m. Mountain Time, 10:00 a.m. Eastern Time).
At
the
meeting, you will be asked to vote on proposals to elect two directors and
consider other business as may properly come before the meeting.
Enclosed
is a notice of the Annual Meeting, the Proxy Statement and proxy card along
with
a copy of our Annual Report for the 2006 fiscal year.
We
encourage you to read the enclosed Proxy Statement and vote promptly. If
you
attend the Annual Meeting, you may vote in person even if you previously
voted
by proxy. Thank you for your interest and support.
Sincerely,
Erwin
Haitzmann
Chairman
of the
Board
CENTURY
CASINOS, INC.
NOTICE
OF ANNUAL MEETING OF SECURITYHOLDERS
Notice
is
hereby given that the Annual Meeting of Securityholders of Century Casinos,
Inc., a Delaware corporation, will be convened at the Marriott Hotel, Prague
1,
Czech Republic on Wednesday, June 20, 2007, at 16:00 hrs Central European
Time
(8:00 a.m. Mountain Time, 10:00 a.m. Eastern Time), for the following
purposes:
|
1.
|
To
elect two Class I 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.
|
Securityholders
are cordially invited to attend the meeting in person or by calling +1
800
637
0350 (U.S. TOLL FREE) or +1 641 297 7858 (INTERNATIONAL).
Securityholders
of record owning shares of our common stock at the close of business on April
27, 2007, are entitled to vote at the meeting. A complete list of these
securityholders will be available for ten days prior to the meeting at the
office of our Corporate Secretary at 1263A Lake Plaza Drive, Colorado Springs,
Colorado 80906.
If
you
attend, please note that you may be asked to present valid picture
identification, such as a driver’s license. 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. Cameras,
recording devices and other electronic devices will not be permitted at the
meeting.
Securityholders
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,
Larry
Hannappel
Senior
Vice President and
Corporate Secretary
Colorado
Springs, Colorado
April
30,
2007
CENTURY
CASINOS, INC.
1263A
Lake Plaza Drive
Colorado
Springs, CO 80906
PROXY
STATEMENT
Annual
Meeting of Securityholders
To
Be Held on June 20, 2007
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 Securityholders to be held on Wednesday, June 20, 2007 at the Marriott
Hotel,
Prague 1, Czech Republic at 16:00 hrs Central European Time (8:00 a.m. Mountain
Time and 10:00 a.m. Eastern Time), for the purposes set forth in the
accompanying Notice of Annual Meeting of Securityholders. The enclosed material
was mailed on or about May 7, 2007 to our securityholders of record as of
April
27, 2007.
All
properly executed proxies received at or prior to the Annual Meeting will
be
voted at the Annual Meeting. If a securityholder 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 securityholder’s directions. If a
securityholder 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 our Secretary at the above address or by a subsequently
executed proxy. Securityholders may vote their shares in person if they attend
the Annual Meeting, even if they have executed and returned a proxy.
Securityholders will not be able to vote their shares by phone at the meeting.
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 our bylaws
to be
considered at the Annual Meeting.
The
matters to be brought before the Annual Meeting are the election of two Class
I
directors of the Board of Directors and the transaction of such other business
that has been brought forward in accordance with our bylaws.
Expenses
in connection with the solicitation of proxies in regard to the proposals
brought forward by us and included in this proxy statement will be paid by
us.
Proxies
are being solicited by mail, and, in addition, our directors, officers and
regular employees (who will not receive any additional compensation) may
solicit
proxies personally, by telephone, by email, or by special correspondence.
We
will reimburse brokerage firms and others for their expenses in forwarding
proxy
materials to the beneficial owners of our common stock, including beneficial
owners who hold our Austrian Depositary Certificates, or ADCs.
VOTING
SECURITIES
Only
securityholders of record at the close of business on April 27, 2007, will
be
entitled to vote at the Annual Meeting. On that date, there were issued and
outstanding 23,051,067 shares of our $.01 par value common stock, our only
class
of voting securities. This number includes 3,975,257 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 securityholder 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).
All
shares of common stock, including shares underlying the ADCs, will vote as
a
single class. Neither our Certificate of Incorporation nor our Bylaws provide
for cumulative voting rights.
SECURITYHOLDER
PROPOSALS
If
you
are a securityholder who wishes to present a proposal for inclusion in the
proxy
statement and form of proxy for consideration at our 2008 Annual Meeting
of
Securityholders, you must submit your proposals to the attention of our
Secretary at our executive office located in Colorado Springs, Colorado so
that
the proposal is received by us no later than January 7, 2008. In order for
a
securityholder proposal to be properly considered at the 2008 Annual Meeting,
our Secretary must have received notice of the proposal no sooner than December
20, 2007 and no later than February 20, 2008. Proposals received by us after
February 20, 2008 will be deemed untimely and will not be considered at the
2008
Annual Meeting.
SECURITYHOLDER
COMMUNICATIONS
Securityholders
or other interested parties may communicate with our Board of Directors,
any
individual director, or members of any board committee. Securityholders should
send any communications to [email protected],
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 our Board, nominations must be timely
received from a securityholder of record at our executive office located
in
Colorado Springs, Colorado as described above under “Securityholder 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 our 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 securityholder making such nominations,
and
the number of shares of our common stock owned by such person.
PROPOSAL
1
ELECTION
OF DIRECTORS
Our
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 Securityholders
after
such director’s election. Accordingly, directors of one class only are elected
at each year’s Annual Meeting of Securityholders. 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, who are standing for re-election 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,
whose terms will expire at the 2009 Annual Meeting.
At
the
2007 Annual Meeting, two Class I directors will be elected. The proxies named
on
the enclosed proxy card intend to vote for the election of the nominees for
Class I directors, Robert S. Eichberg and Dinah Corbaci. Both Mr. Eichberg
and
Ms. Corbaci were nominated by our Board of Directors. Proxies cannot be voted
for a greater number of directors than the number nominated.
Robert
S.
Eichberg, a nominee for Class I 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.
Dinah
Corbaci, a nominee for Class I director, is presently a member of the Board
of
Directors, having served continuously as a director since April 2000. She
has
indicated a willingness to serve; however, in the event she 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 Mr. Eichberg and Dr. Corbaci, the nominees for the
Class
I 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
Information
regarding our Board of Directors and executive officers as of April 27, 2007
is
as follows:
Name
|
Age
|
Position
Held
|
Officer
or Director
Since
|
Erwin
Haitzmann
|
53
|
Chairman
of the Board &
Co
Chief Executive Officer
|
March
1994
|
Peter
Hoetzinger
|
44
|
Vice
Chairman of the Board,
Co
Chief Executive Officer & President
|
March
1994
|
Robert
S. Eichberg
|
61
|
Director
|
January
1997
|
Gottfried
Schellmann
|
53
|
Director
|
January
1997
|
Dinah
Corbaci
|
52
|
Director
|
April
2000
|
Larry
Hannappel
|
54
|
Senior
Vice President, Secretary & Treasurer
|
October
1999
|
Ray
Sienko
|
49
|
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 us 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
us
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 her term 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, and passed the CPA exam in 1980. 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 us since May 1994. He
became Chief Accounting Officer in October 1999, was appointed as Secretary
in
March 2000, as Treasurer in June 2001 and as Senior Vice President in March
2005.
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 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 us since June 2000 as Controller. He was appointed Chief Accounting
Officer in March 2005.
There
are
no family relationships between or among our executive officers and
directors.
We
have
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 this Code of Ethics is available
on
our web site (http://www.cnty.com).
Any
future amendments to or waivers of the Code of Ethics will be posted to the
Investor Relations-Corporate section of our website.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information as of April 27, 2007, concerning common
stock ownership by (i) beneficial owners of more than five percent (5%) of
our
outstanding common stock that have publicly disclosed their ownership, (ii)
each
named executive officer and each member of our Board, and (iii) all of our
officers and directors as a group. We have no knowledge of any arrangement
that
would at a subsequent date result in a change in control of our
company.
Title
of Class
|
Name
and Address
of
Beneficial Owner
|
Amount
and
Nature
of beneficial Ownership
|
Percent
of
Class
|
Common
Stock,
$.01
par value
|
Erwin
Haitzmann
c/o
Century Casinos, Inc.
1263A
Lake Plaza Dr.
Colorado
Springs, CO 80906
|
1,376,863
(a)
|
5.9%
|
Common
Stock,
$.01
par value
|
Peter
Hoetzinger
c/o
Century Casinos, Inc.
1263A
Lake Plaza Dr.
Colorado
Springs, CO 80906
|
1,169,863
(b)
|
5.0%
|
Common
Stock,
$.01
par value
|
Robert
S. Eichberg
1801
California St. Ste. 4650
Denver,
CO 80202
|
67,000
(c)
|
*
|
Common
Stock,
$.01
par value
|
Gottfried
Schellmann
Riemerschmidg
30
2340
Maria Enzersdorf,
Austria/Europe
|
87,200
(d)
|
*
|
Common
Stock,
$.01
par value
|
Dinah
Corbaci
Blechturmgasse
28/31
1040
Vienna
Austria/
Europe
|
37,000
|
*
|
Common
Stock,
$.01
par value
|
Larry
Hannappel
c/o
Century Casinos, Inc.
1263A
Lake Plaza Dr.
Colorado
Springs, CO 80906
|
59,000
(e)
|
*
|
Common
Stock,
$.01
par value
|
Ray
Sienko
c/o
Century Casinos, Inc.
1263A
Lake Plaza Drive
Colorado
Springs, CO 80906
|
13,000
(f)
|
*
|
Common
Stock,
$.01
par value
|
Christian
Gernert
c/o
Codego
Burggasse
51/5/160
1070
Wien
Austria/Europe
|
17,500
(g)
|
*
|
Common
Stock,
$.01
par value
|
All
Executive Officers and Directors
as
a Group (seven persons)
|
2,809,926
(h)
|
11.8%
|
Common
Stock,
$.01
par value
|
Cortina
Asset Management, LLC
330
East Kilborn Avenue
Suite
850
Milwaukee,
WI 53202
|
2,087,411
(i)
|
9.1%
|
Common
Stock,
$.01
par value
|
Thomas
Graf
Liechtensteinstrasse
54
A-2344
Maria Enzersdorf
Austria/Europe
|
2,000,000
(j)
|
8.7%
|
Common
Stock,
$.01
par value
|
Janus
Capital Management LLC
151
Detroit Street
Denver,
CO 80206
|
1,780,753
(k)
|
7.7%
|
Common
Stock,
$.01
par value
|
William
Blair & Company, L.L.C.
222
W. Adams
Chicago,
IL 60606
|
1,744,799
(l)
|
7.6%
|
Common
Stock,
$.01
par value
|
RS
Investment Management Co. LLC
388
Market Street, Suite 1700
San
Francisco, CA 94111
|
1,216,898
(m)
|
5.3%
|
|
(a)
|
Includes
non-statutory options to purchase 376,863 shares, indirectly owned
and
held by The Haitzmann Family Foundation.
|
|
(b)
|
Includes
non-statutory options to purchase 376,863 shares, indirectly owned
and
held by The Hoetzinger Family
Foundation.
|
|
(c)
|
Includes
an option to purchase 12,000
shares.
|
|
(d)
|
Includes
an option to purchase 6,000 shares.
|
|
(e)
|
Includes
an option to purchase 16,500
shares.
|
|
(f)
|
Includes
options to purchase 13,000 shares.
|
|
(g)
|
Includes
an option to purchase 2,500 shares.
|
|
(h)
|
Excludes
securities held by Christian Gernert, our former Chief Operating
Officer,
who resigned on March 31, 2007.
|
|
(i)
|
As
reported on Schedule 13G filed with the Securities and Exchange
Commission
on February 15, 2007.
|
|
(j)
|
As
reported by our transfer agent on March 31,
2007.
|
|
(k)
|
As
reported on Schedule 13G/A filed with the Securities and Exchange
Commission on February 14, 2007.
|
|
(l)
|
As
reported on Schedule 13G/A filed with the Securities and Exchange
Commission on January 17, 2007.
|
|
(m)
|
As
reported on Schedule 13G filed with the Securities and Exchange
Commission
on February 9, 2007.
|
* Less
than
1%.
CERTAIN
INFORMATION REGARDING THE BOARD OF DIRECTORS
The
Board
of Directors held two meetings during 2006 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. A majority of our directors
are
independent directors. Our Board of Directors determines whether a director
is
independent through a broad consideration of facts and circumstances, including
an assessment of the materiality of any relation between us and a director
not
merely from the director’s standpoint, but also that of persons or organizations
with which the director has an affiliation. In making this determination,
the
Board of Directors adheres to the standards of the National Association of
Security Dealers. Using these standards, we have determined that Robert S.
Eichberg, Gottfried Schellmann and Dinah Corbaci qualify as independent
directors.
Our
policy regarding attendance by members of the Board of Directors at our annual
meeting of securityholders is to encourage directors to attend, either in
person
or by teleconference, subject to their availability during that time. In
2006,
three members of the board attended the annual meeting.
We
have
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,
a
current copy of which can be found at www.cnty.com.
The
Audit Committee selects and appoints our 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,
our
annual and quarterly financial statements and our system of internal controls.
During 2006, 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 our executive officers on an annual basis and periodically
sets
compensation for our non-employee directors. The Compensation Committee operates
pursuant to a written charter that was adopted by the Board, a current copy
of
which can be found at www.cnty.com.
The
Compensation Committee has responsibility to: (i) develop guidelines and
review
the compensation and performance of our
executive officers, review and approve corporate goals relevant to the
compensation of our executive officers in light of our goals and objectives,
set
the Co Chief Executive Officers’ and other executive officers’ compensation
based on this evaluation; (ii) make recommendations to the Incentive Plan
Committee with respect to incentive-compensation plans and equity-based plans;
(iii) develop plans for management succession; (iv) review major organizational
and staffing matters; (v) review director compensation levels and practices,
and
recommend, from time to time changes in such compensation levels and practices
to the Board; (vi) annually review and reassess the adequacy of the Compensation
Committee’s charter and recommend any proposed changes to the Board for
approval; (vii) annually review the Compensation Committee’s own performance;
and (viii) perform any other activities consistent with the Compensation
Committee’s charter, our Bylaws and applicable laws, rules and regulations the
Compensation Committee or the Board of Directors deem appropriate.
Our
Co
Chief Executive Officers annually review the performance of our senior
executives and, based on these reviews, recommends compensation levels for
all
senior executives. The Compensation Committee also continues to rely on an
independent compensation study prepared by HVS Executive Search, a firm that
specializes in the gaming and hospitality industry, dated October 29, 2004,
analyzing the compensation packages of other small and mid cap US casino
and
gaming companies, in the determination of executive compensation. The
Compensation Committee has the discretion to modify the recommendations and
make
the final decisions regarding material compensation to senior executives,
including base pay, incentive pay (bonus) and equity awards.
In
fulfilling its responsibilities, the Compensation Committee may delegate
any of
its responsibilities to one or more subcommittees or to one of its members
as
the Compensation Committee may deem appropriate in its sole discretion, to
the
extent permitted by law, NASDAQ rules and other rules and regulations. During
2006, the Compensation Committee held one meeting.
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 our employee benefit plans, including
the
amount of our contributions, if any, and otherwise advises on equity
compensation matters within the Committee’s expertise. During 2006, the
Incentive Plan Committee did not meet.
We
have
no standing nominating committee. All of the directors participate in the
consideration of director nominees, but our nominations must be approved
by a
majority of the independent directors in order to be presented to the
securityholders. The board does not have an express policy with regard to
the
consideration of any director candidates recommended by securityholders,
because
Delaware law permits any securityholder 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 “Securityholder Communications” above, and will
evaluate securityholder-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 our
current and long-term objectives;
|
|
·
|
Willingness
and ability to contribute positively to our decision making
process;
|
|
·
|
Commitment
to understand us and our 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
our
various constituencies, which include securityholders, 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 our securityholders
and to fulfill the responsibilities of a director; and
|
|
·
|
Understanding
the complexity of diverse international business
structures.
|
It
is the
Board of Directors’ view, considering our size 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.
DIRECTOR
COMPENSATION
Directors
who are not our employees nor employees of any of our subsidiaries earn $1,000
for each board meeting attended and per gaming application completed. Directors
are reimbursed for expenses reasonably incurred in connection with their
service
on the Board.
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 $3,000 per year
for
their work as members of the Audit Committee, the Compensation Committee
and the
Incentive Plan Committee.
Pursuant
to our 2005 Equity Incentive Plan, directors are eligible for grants of equity
awards. No equity awards were granted to our directors during 2006.
The
following table sets forth the compensation provided by us to non-management
directors during 2006:
Name
|
Fees
Earned
or
Paid in Cash
($)
(1)
|
Option
Awards
($)
(2)
|
Total
($)
|
Robert
S. Eichberg
|
16,000
|
3,667
|
19,667
|
|
|
|
|
Gottfried
Schellmann
|
10,000
|
3,667
|
13,667
|
|
|
|
|
Dinah
Corbaci
|
10,000
|
3,667
|
13,667
|
(1)
Includes cash payments made to all non-employee Directors for participation
in
various meetings.
(2)
The
value of stock option awards was determined as required by Statement of
Financial Accounting Standard No. 123 (revised 2004), “Share-Based Payment”
(SFAS 123(R)). See Century Casinos, Inc., Annual Report of Form 10-K for
the
year ended December 31, 2006, Note 9 for details on assumptions used in the
valuation of the awards. Outstanding stock awards at December 31, 2006 for
each
non-employee director are as follows: Mr. Eichberg: 30,000 option awards;
Mr.
Schellmann: 14,000 option awards; and Dr. Corbaci: 20,000 option
awards.
Notwithstanding
anything to the contrary set forth in any of our filings under the Securities
Act or the Exchange Act, the following report of the Audit Committee shall
not
be incorporated by reference into any such filings and shall not otherwise
be
deemed filed under such acts.
REPORT
OF THE AUDIT COMMITTEE
OF
THE BOARD OF DIRECTORS
The
Audit
Committee has reviewed and discussed with the Company’s management the audited
consolidated financial statements of the Company for the year ended December
31,
2006. The Committee discussed with Grant Thornton LLP, the Company’s independent
auditors, the matters required to be discussed by Statement on Auditing
Standards No. 61 (Communication with Audit Committees), as amended by Statement
on Auditing Standards No. 90 (Audit Committee Communications), which included
a
discussion of the quality and adequacy of the Company’s internal
controls.
The
Committee has received the written disclosures and the letter from Grant
Thornton LLP, required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and has discussed with
Grant
Thornton LLP, its independence.
Based
upon the review and discussions noted above, the Audit Committee recommended
to
the Board of Directors that the Company’s audited consolidated financial
statements be included in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2006, which was filed with the Securities and Exchange
Commission on March 16, 2007.
Audit
Committee:
Robert
S.
Eichberg, Chairman
Gottfried
Schellmann
Dinah
Corbaci
INDEPENDENT
ACCOUNTANTS
Grant
Thornton LLP was our independent public accounting firm for the fiscal year
ended December 31, 2006. The Audit Committee has selected Grant Thornton
LLP to
be our independent accountants for the fiscal year ending December 31, 2007.
A
representative of Grant Thornton LLP is expected to be present at the Annual
Meeting either in person or via telephone to respond to appropriate questions,
and will have an opportunity to make a statement if the representative desires
to do so.
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
The
following table sets forth the aggregate fees billed to us for the years
ended
December 31, 2006 and 2005, by Grant Thornton LLP:
Fee
Category
|
Year
Ended December 31,
|
2006
|
2005
|
Audit
Fees (1)
|
$684,734
|
$665,551
|
Audit
Related Fees
|
-
|
-
|
Tax
Fees (2)
|
88,709
|
78,500
|
All
Other Fees
|
-
|
-
|
Total
|
$773,443
|
$744,051
|
|
(1)
|
Audit
fees consist of fees incurred for professional services rendered
for the
audit of our consolidated financial statements included in our
Annual
Report on Form 10-K, attestation work required by Section 404 of
the
Sarbanes-Oxley Act of 2002 in order to issue an opinion on management’s
assessment of the effectiveness of internal controls over financial
reporting, reviews of the interim consolidated financial statements
included in quarterly reports on Form 10-Q and consents for filings
with
the SEC.
|
|
(2)
|
Tax
fees consist of aggregate fees billed for professional services
for tax
compliance, tax advice, and tax planning. In 2005, this category
includes
fees paid to Grant Thornton LLP relating to the audit of our 2003
US tax
return by the United States Internal Revenue
Service.
|
The
amounts shown above include payment of out-of-pocket expenses incurred by
Grant
Thornton LLP. Fees of $352,551 had been billed through December 31, 2006,
and
the remaining $420,892 was billed subsequent to December 31, 2006.
The
Audit
Committee of the Board of Directors concluded Grant Thornton LLP's provision
of
the services generating all other fees is compatible with maintaining Grant
Thornton LLP's independence.
The
Audit
Committee approves in advance any and all audit services, including audit
engagement fees and terms, and non-audit services provided to us by our
independent auditors (subject to the de minimis exception for non-audit services
contained in Section 10A (i)(1)(B) of the Exchange Act), all as required
by
applicable law or listing standards.
The
independent auditors and our management are required to periodically report
to
the Audit Committee the extent of services provided by the independent auditors
and the fees associated with these services.
On
January 27, 2005, we appointed Grant Thornton LLP as the principal independent
accountant for our subsidiary Century Casinos Africa (Proprietary) Limited
("Century Africa"), replacing PricewaterhouseCoopers Inc., which was the
previous auditor for Century Africa. Grant Thornton LLP, which continues
to be
our principal independent accountant, relied in past years on the reports
of
PricewaterhouseCoopers Inc. regarding Century Casinos Africa, a significant
subsidiary of ours. PricewaterhouseCoopers Inc. was dismissed on January
27,
2005. The decision to change accountants was approved by the Audit Committee
of
our Board of Directors and by the Board of Directors.
The
report of PricewaterhouseCoopers Inc. on the financial statements for the
fiscal
year ended December 31, 2003 contained no adverse opinion or disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope
or
accounting principles. In addition, we did not discuss the application of
accounting principles to a specified transaction nor the type of audit opinion
that might be rendered on our financial statements with Grant Thornton
LLP.
During
our fiscal year ended December 31, 2003, and through January 27, 2005, there
were no disagreements with PricewaterhouseCoopers Inc. on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement(s), if not resolved to the satisfaction
of PricewaterhouseCoopers Inc., would have caused it to make reference to
the
subject matter of the disagreement(s) in connection with its report on the
financial statements for such year.
In
connection with reporting the dismissal of PricewaterhouseCoopers Inc. on
a
Current Report on Form 8-K filed with the SEC on February 2, 2005, we requested
that PricewaterhouseCoopers Inc. furnish us with a letter addressed to the
SEC
stating whether or not PricewaterhouseCoopers Inc. agreed with the statements
made in the Form 8-K. A copy of such letter, dated February 2, 2005, was
filed
as an Exhibit to the Form 8-K.
The
following Report of the Compensation Committee is not deemed to be “soliciting
material” and should not be deemed “filed” with the SEC or subject to the SEC’s
proxy rules or to the liabilities of Section 18 of the Exchange Act. This
report
shall not be deemed to be incorporated by reference into any prior or subsequent
filing by the Company under the Securities Act of 1933, as amended (the
“Securities Act”), or the Exchange Act.
REPORT
OF THE COMPENSATION COMMITTEE
The
Compensation Committee has discussed and reviewed the Compensation Discussion
and Analysis with management. Based upon this review and discussion, the
Compensation Committee recommended to the Board of Directors that the
Compensation Discussion and Analysis be included in this proxy
statement.
Compensation
Committee:
Dinah
Corbaci
Gottfried
Schellmann
COMPENSATION
DISCUSSION AND ANALYSIS
Overview
of Compensation Goals and Objectives
In
order
to better align the long-term interests of our executives with our
securityholders and to attract and retain highly qualified executives, our
compensation programs have been designed to provide competitive levels of
compensation that integrate pay with our performance, with an emphasis on
recognizing individual initiative and achievements.
We
base
our compensation primarily on performance, with a large portion of potential
compensation dependent upon our successful performance. The Committee believes
that our senior executives should be motivated to deliver financial results
to
our securityholders, to ensure that our customers receive excellent service
at
our properties, facilitate the development of new gaming opportunities and
to
keep a sound financing structure for our company.
Compensation
Program Design
The
executive compensation program is designed with our executive compensation
objectives in mind and is comprised of fixed and variable pay plans, cash
and
non-cash plans, and short and long-term payment structures in order to recognize
and reward executives for their contributions to us today and in the future.
Our
current short-term executive compensation structure consists of base salary
and
annual incentive compensation in the form of cash bonuses. Our long-term
executive compensation consists of equity awards issued under the 2005 Equity
Incentive Plan and life insurance plans.
We
continually assess and evaluate the internal and external competitiveness
for
all components of the executive compensation program. Internally, we look
at
critical and key positions that are directly linked to our profitability
and
viability. We ensure that the appropriate hierarchy of jobs is in place with
appropriate ratios of Chief Executive Officer compensation to other senior
executive compensation. Internal equity is based on qualitative job evaluation
methods, span of control, required skills and abilities and long-term growth
opportunities. Externally, benchmarks are used to provide guidance and to
ensure
that our ability to attract, retain and recruit talented senior executives
is
intact. Due to the highly competitive nature of the gaming industry, it is
important for our pay plans to provide us the ability to internally develop
executive talent, as well as recruit highly qualified senior
executives.
Roles
in Establishing Compensation
Internal
Resources
When
determining the pay levels for our Co Chief Executive Officers and our other
senior executives, the Committee solicits advice from internal as well as
external resources. Internal company resources may include, and are not limited
to, our Co Chief Executive Officers, Principal Financial Officer, Chief
Accounting Officer and Director of Human Resources.
Our
Co
Chief Executive Officers annually review the performance of our senior
executives and, based on these reviews, recommends to the Committee compensation
for all senior executives. The Committee, however, has the discretion to
modify
the recommendations and make the final decisions regarding material compensation
to senior executives, including base pay, incentive pay (bonus) and equity
awards.
External
Resources
The
Committee relies on independent compensation studies for the determination
of
competitive compensation. A
compensation review, prepared by HVS Executive Search, a firm that specializes
in the gaming and hospitality industry, dated October 29, 2004, analyzing
the
compensation packages of other small and mid cap US casino and gaming companies,
was utilized to assist in the determination of executive compensation. We
continue to rely on this review for our compensation policies.
Elements
of Compensation
Base
Salary
Base
salary levels for our
executive officers are generally set significantly below, slightly below
or at
the market level in relation to the salary levels of executive officers in
other
companies within the gaming industry. The Committee also took into consideration
the compensation information of CEOs of 47 gaming industry companies, published
in a November 2006 trade publication. The Committee takes into consideration
a
variety of factors in determining salaries for executive officers,
including:
|
-
|
The
nature and responsibility of the
position;
|
|
-
|
The
experience and contribution of the individual
executive;
|
|
-
|
Comparative
salaries for persons in similar positions at comparable
companies;
|
|
-
|
The
meeting or exceeding of objectives during a particular period
(merit);
|
|
-
|
Additional
duties, responsibilities or organizational change;
and
|
For
each
individual executive, in reviewing salaries, the Committee also takes into
account individual experience, performance and personal commitment. The
Committee believes that the base salaries of the Co Chief Executive Officers,
which includes amounts paid to Erwin Haitzmann’s and Peter Hoetzinger’s
respective management companies (see “Executive Employment Agreements”), have
been set significantly below the market level. The salaries of our other
named
executive officers were set at or slightly below the market level.
For
2006,
the Committee took into account the contribution and scope of responsibility
of
each executive and approved base salary increases of approximately $143,000
for
Dr. Haitzmann and Mr. Hoetzinger to reflect their increased responsibilities
towards new casino properties opened in 2006. The Committee is required to
review Mr. Hannappel’s and Mr. Sienko’s salaries on an annual basis. In lieu of
a salary increase for 2006, the Committee chose to award each of Mr. Hannappel
and Mr. Sienko with an additional discretionary bonus.
Annual
Incentive Compensation
In
establishing the salary levels against the range of comparable companies,
the
Committee considers salaries and bonuses in determining the competitiveness
of
the total compensation package. The Committee annually reviews and approves
all
bonus payments made to our executive officers. Payment of bonuses is determined
by both corporate and individual performance criteria, such as growth in
fundamental company values, market share, markets served, international
diversification, risk spread, stock price development, revenues, adjusted
EBITDA
(earnings before interest, taxes, depreciation, amortization and minority
interest), net earnings, operating margins, positioning of the company for
future growth, comparison to companies in the gaming and entertainment industry
that operate world-wide, other measurements and performance criteria as the
compensation committee deems applicable and appropriate, such as the increased
international exposure due to the increase in our international operations
(travel, risks, health, etc.).
Incentive
awards are made subject to the Committee’s discretion. The Committee may make
adjustments to our overall corporate performance goals and our actual
performance results that may cause differences between the numbers used for
our
performance goals and the numbers reported in our financial statements. These
adjustments may exclude all or a portion of both the positive or negative
effect
of external events that are outside the control of our executives, such as
natural disasters, litigation, or regulatory changes in accounting or taxation
standards. These adjustments may also exclude all or a portion of both the
positive or negative effect of unusual or significant strategic events that
are
within the control or our executives but that are undertaken with an expectation
of improving our long-term financial performance, such as restructuring,
acquisitions, or divestitures.
In
2006,
the bonuses for executive officers were based mainly on the successful opening
of three new casino facilities, an increase in net operating revenue of 50.5%
and an increase in Adjusted EBITDA of 47.3%. For our 2006 bonus determination,
we did not include the impact of incremental costs associated with the
compliance of the Sarbanes-Oxley Act of 2002, the costs associated with the
development of three new casino facilities, nor the costs associated with
implementing a new information system (SAP). For the year ended December
31,
2006, the Committee awarded bonuses of $247,500 each to Dr. Haitzmann and
Mr.
Hoetzinger, $75,000 to Larry Hannappel and $25,000 to Ray Sienko. We did
not
award a bonus to Christian Gernert as we were unable to come to a mutually
agreed upon amount with Dr. Gernert, our former Chief Operating
Officer.
Long-term
Incentive Compensation
As
approved by stockholders in 2004, the Century Casinos, Inc. 2005 Equity
Incentive Plan (“2005 Plan”) promotes the success and enhances our
value
by linking the personal interests of the members of the Board, employees,
and
senior executives to those of our securityholders and by providing such
individuals with an incentive for outstanding performance to generate superior
returns to our securityholders. The 2005 Plan is intended to provide flexibility
to us in our ability to motivate, attract and retain the services of key
employees. 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 exercise
price of each option grant is equal to the fair market value of our common
stock
(based on the closing price on NASDAQ) on the date of grant. The number of
shares covered by any grant is generally determined by the position, the
eligible employee’s salary at the time of grant, amounts granted in previous
years, and the then current stock price. Grants may be made to reflect increased
responsibilities or reward extraordinary performance.
The
Committee decides on at least an annual basis whether or not to issue option
grants to the executive officers. It is our policy, as a result of the impact
of
new accounting standards, to award less frequent, but larger stock grants.
In
light of a large stock option grant made to our named executive officers
in
2004, we did not grant any additional stock options to our named executive
officers in 2006.
Policy
Concerning Tax Deductibility
The
Committee’s policy with respect to qualifying compensation paid to its executive
officers for tax deductibility purposes is that executive compensation plans
will generally be designed and implemented to maximize tax deductibility.
However, non-deductible compensation may be paid to executive officers when
necessary for competitive reasons or to attract or retain a key executive,
or
where achieving maximum tax deductibility would be considered disadvantageous
to
the best interests of the Company.
Section
162(m) of the Internal Revenue Code generally disallows a tax deduction to
public corporations for compensation greater than $1 million paid for any
taxable year to any "covered employee" (defined as the Chief Executive Officer
and the corporation's other four most highly compensated officers as of the
end
of a taxable year). However, the statute exempts qualifying performance-based
compensation from the deduction limit if certain requirements are met. The
2005
Plan is structured to qualify awards as performance-based compensation that
is
exempt from the $1 million deduction limit. In 2006, stock options granted
in
1997 and 1999 to Dr. Haitzmann and Mr. Hoetzinger under the Employees’ Equity
Incentive Plan were exercised that exceeded the $1 million deduction
limit.
Personal
Benefits and Perquisites
Our
use
of perquisites as an element of compensation is limited. The Committee does
not
view perquisites as a significant element of our comprehensive structure,
but
does believe that they can be used in conjunction with base salary to attract,
motivate and retain individuals in a competitive environment. Besides certain
pension contributions and change in control
protections, we
generally provide broad-based perquisites to our executives and other employees.
Executives and all other employees are eligible to participate in various
benefit programs such as medical, dental and vision insurance, life insurance,
both short and long-term disability, and employer contributions to the Century
Casinos, Inc. 401(K) Savings and Retirement Plan. Relocation benefits are
available and are negotiated on an individual basis when an employee is
hired.
In
addition to our group benefits, Erwin Haitzmann and Peter Hoetzinger are
also
entitled to:
|
1.
|
A
company-paid life insurance policy. Dr. Haitzmann’s policy provides a
maximum life insurance benefit of € 349,976, payable in either a single
lump sum or as an annuity. Mr. Hoetzinger’s policy provides a maximum life
insurance benefit of € 418,032, payable in either a single lump sum or as
an annuity. The Company will begin making payments towards these
policies
in January 2007; and
|
|
2.
|
Long
term disability or death benefits equal to 1/12 of the executive’s annual
salary in effect at the time of disability or death, for a period
of
twelve (12) months from the date of disability or death;
and
|
|
3.
|
The
use of a car provided to them and paid for by us for business and
personal
purposes.
|
The
cost
to us of these benefits, if used by a Named Executive Officer and if in excess
of $10,000, is reflected in “All Other Compensation” in the Summary Compensation
Table.
Change
in Control and Severance Benefits
We
have
entered into employment agreements with our executive officers, including
our Co
Chief Executive Officers and all named executive officers. These agreements
are
described in more detail under the header “Executive Employment Agreements”.
These agreements provide for severance compensation to be paid if the executives
are terminated under certain conditions, such as a change in our control
or a
termination without cause by us, each as is defined in the
agreements.
Our
2005
Equity Incentive Plan and our previous equity incentive plan under which
we have
issued equity awards to our executive officers, provide for full accelerated
vesting of stock awards following a change in our control, as defined.
The
change of control provisions and the related severance compensation provisions
of the employment agreements with our executive officers and our equity
incentive plans are designed to meet the following objectives:
|
1.
|
Change
in Control: Many larger, established casino developers consider
companies
at similar stages of growth as Century Casinos, Inc. as potential
acquisition targets as a means of adding value to their company.
In some
scenarios, the potential for merger or acquisition may be in the
best
interests of our securityholders. In certain cases, we provide
severance
compensation if an executive is terminated as a result of a corporate
transaction in order to maintain the continuity of management during
the
transaction and in order to promote the ability of our executive
officers
to act in the best interests of our securityholders even though
there
exists the possibility that they could be terminated as a result
of the
transaction.
|
|
2.
|
Termination
Without Cause By Us: If we terminate the employment of an executive
officer without cause, we are obligated to continue to pay their
base
salary for a specified period of time, as per the executive officer’s
employment agreement. We believe this is appropriate
because:
|
|
a.
|
The
terminated executive officer is bound by confidentiality and non-compete
provisions covering a specified period of
time;
|
|
b.
|
We
and the executive have mutually agreed to a severance package that
is in
place prior to any termination event. This provides us more flexibility
to
make a change in senior management if such a change is in the best
interests of the company and our securityholders;
and
|
|
c.
|
The
terminated executive receives a fair severance payment that is
defined in
advance of a termination without
cause.
|
EXECUTIVE
COMPENSATION
SUMMARY
COMPENSATION TABLE
The
table
below sets forth certain executive compensation to the Company’s Co Chief
Executive Officers and to each other executive officer who received greater
than
$100,000 in compensation in 2006.
Name
& Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
(3)
|
All
Other Compensation
($)
(4)
|
Total
($)
|
Erwin
Haitzmann
|
2006
|
341,331
(1)
|
247,500
(2)
|
145,567
|
-
|
734,398
|
Chairman
of the Board
|
|
|
|
|
|
|
and
Co Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter
Hoetzinger
|
2006
|
341,331
(1)
|
247,500
(2)
|
145,567
|
-
|
734,398
|
Vice
Chairman of the Board,
|
|
|
|
|
|
|
Co
Chief Executive Officer
|
|
|
|
|
|
|
and
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Larry
Hannappel
|
2006
|
120,650
|
75,000
|
4,642
|
1,800
|
202,092
|
Senior
Vice President
|
|
|
|
|
|
|
Secretary
& Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christian
Gernert (5)
|
2006
|
158,403
(6)
|
-
|
63,976
|
-
|
222,379
|
Chief
Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ray
Sienko
|
2006
|
100,609
|
25,000
|
844
|
1,500
|
127,953
|
Chief
Accounting Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Dr.
Haitzmann’s salary for 2006 includes $252,747 paid to Flyfish Casino
Consulting AG for the benefit of Dr. Haitzmann’s Family Foundation. Mr.
Hoetzinger’s salary for 2006 includes $252,747 paid to Focus Casino
Consulting AG for the benefit of Mr. Hoetzinger’s Family Foundation. These
payments are made pursuant to separate management agreements with
us (see
“Executive Employment Agreements”).
|
|
(2)
|
Dr.
Haitzmann’s bonus for 2006 was paid to Flyfish Casino Consulting AG for
the benefit of Dr. Haitzmann’s Family Foundation. Mr. Hoetzinger’s bonus
for 2006 was paid to Focus Casino Consulting AG for the benefit
of Mr.
Hoetzinger’s Family Foundation.
|
|
(3)
|
The
value of stock awards was determined as required by SFAS 123(R).
See
Century Casinos, Inc., Annual Report of Form 10-K for the year
ended
December 31, 2006, Note 9 for details on assumptions used in the
valuation
of the awards. Outstanding stock awards at December 31, 2006 for
each
named executive officer are as follows: Dr. Haitzmann: 628,105
option
awards; Mr. Hoetzinger: 628,105 option awards; Mr. Hannappel: 45,000
option awards; Dr. Gernert: 42,500 option awards; and Mr. Sienko:
15,000
option awards.
|
|
(4)
|
Consists
solely of matching contributions made by us to the 401(k) Savings
and
Retirement Plan.
|
|
(5)
|
Dr.
Gernert resigned as Chief Operating Officer on March 31,
2007.
|
|
(6)
|
Dr.
Gernert’s salary for 2006 includes $30,000 paid to Codego, a management
company operated by Dr. Gernert, for the successful completion
of a golf
course design consultancy agreement with a South African
golfer.
|
DISCUSSION
OF SUMMARY COMPENSATION TABLE
Co
Chief Executive Officers
On
October 12, 2001, the Company entered into separate employment agreements
with
Erwin Haitzmann and Peter Hoetzinger. The agreements were amended February
18,
2003 to extend the dates of employment to December 31, 2008 and to specify
the
duties of Dr. Haitzmann and Mr. Hoetzinger. Additionally, the agreements
were
amended February 3, 2005 to reassign the employment agreements to a wholly
owned
foreign subsidiary of the Company and to include changes to the employees’
salary and termination clauses. Effective September 1, 2006, the Employment
Agreements were further amended to provide each executive officer with life
insurance. (See “Compensation Disclosure and Analysis - Personal Benefits and
Perquisites”).
As
compensation for the services rendered by Dr. Haitzmann and Mr. Hoetzinger
for
us, Dr. Haitzmann and Mr. Hoetzinger shall be paid not less than €70,000 (Euro
seventy thousand) (approximately $87,920 at December 31, 2006) in base salary,
plus annual increases and bonuses, and such other incentives, benefits,
insurance policies and compensation as may have been and may be awarded to
them
from time to time by the Committee. The Committee is required to review the
salaries on an annual basis. We shall either provide Dr. Haitzmann and Mr.
Hoetzinger with, or shall reimburse them for, all reasonable expenses incurred
in connection with the performance of their duties as our executives, in
substantially at least the same form and fashion as we have done during the
twelve months preceding the date of the agreements. Dr. Haitzmann and Mr.
Hoetzinger are also each entitled to the use of a car provided to them and
paid
for by us for business and private purposes.
In
addition to the employment agreements, as amended, that we have with Dr.
Haitzmann and Mr. Hoetzinger, we are party to separate management agreements
with Flyfish Casino Consulting AG, a Swiss corporation, to secure the services
of Dr. Haitzmann, and with Focus Casino Consulting AG, a Swiss corporation,
to
secure the services of Mr. Hoetzinger, to provide executive casino management
services to us through December 31, 2011, and for five year renewable periods
thereafter, unless sooner terminated by them or by us.
Effective
September 30, 2006, the management agreements provide for an annual base
management fee of $360,000 each for Dr. Haitzmann and Mr. Hoetzinger, plus
such
annual increases and bonuses, and such other incentives, benefits and
compensation as may be awarded to them, respectively, by the Committee. Payments
to each of these management companies are included as salary in the Summary
Compensation Table.
Each
of
the management fees will be reviewed annually by the Committee.
Other
Named Executive Officers
We
entered into an employment agreement with Mr. Larry Hannappel effective January
1, 2005, pursuant to which we will pay to Mr. Hannappel an annual salary
of
$120,000. Mr. Hannappel is eligible to receive an annual bonus of up to $56,000
(or greater based on the discretion of the Committee), based upon satisfactorily
reaching various budget, financial and other criteria that are established
for
each calendar year plus benefits as defined until terminated. The bonus amount
can be reviewed by us annually, and the Committee is required to review Mr.
Hannappel’s salary on an annual basis.
We
shall
either provide Mr. Hannappel with, or shall reimburse him for, all reasonable
expenses incurred in connection with the performance of his duties as an
executive.
We
entered into an employment agreement with Mr. Ray Sienko effective March
15,
2005, pursuant to which we will pay to Mr. Sienko an annual salary of $100,000.
Mr. Sienko shall be eligible to receive a yearly bonus of up to $15,000 (or
greater based on the discretion of the Committee), based upon satisfactorily
reaching various budget, financial and other criteria that are established
for
each calendar year plus benefits as defined until terminated. The bonus amount
can be reviewed by us annually, and the Committee is required to review Mr.
Sienko’s salary on an annual basis.
We
shall
either provide Mr. Sienko with, or shall reimburse him for, all reasonable
expenses incurred in connection with the performance of his duties as an
executive.
We
entered into an employment agreement with Dr. Christian Gernert effective
January 1, 2006, pursuant to which we will pay to Dr. Gernert an annual salary
of $120,000. Dr. Gernert shall be eligible to receive an annual bonus mutually
agreed upon between Dr. Gernert and us.
We
agreed
to provide Dr. Gernert with, or to reimburse him for, all reasonable expenses
incurred in connection with the performance of his duties as an executive.
The
employment agreement between us and Dr. Gernert has been terminated in
conjunction with Dr. Gernert’s departure effective March 31, 2007. We are not
obligated to make any additional payments to Dr. Gernert after March 31,
2007.
GRANTS
OF EQUITY AWARDS IN 2006
We
made
no equity grants to our executive officers named in the Summary Compensation
Table during 2006.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
The
following table sets forth the number of options held by our executive officers
named in the Summary Compensation Table.
|
Options/Warrants
|
|
|
Name
|
Number
of Securities Underlying Unexercised Options
Exercisable
(#)
|
Number
of Securities Underlying Unexercised Options
Unexercisable
(#)
(1)
|
Options
Exercise
Price
($)
|
Options
Expiration
Date (2)
|
Erwin
Haitzmann (3)
|
188,432
|
439,673
|
2.93
|
3/4/2014
|
|
|
|
|
|
Peter
Hoetzinger (4)
|
188,432
|
439,673
|
2.93
|
3/4/2014
|
|
|
|
|
|
Larry
Hannappel
|
7,500
|
-
|
1.50
|
2/25/2007
|
|
10,000
|
-
|
0.75
|
10/10/2007
|
|
8,250
|
19,250
|
2.93
|
3/4/2009
|
|
|
|
|
|
Christian
Gernert
|
-
|
17,500
(5)
|
2.93
|
3/4/2009
|
|
2,500
|
22,500
(5)
|
7.68
|
11/19/2015
|
|
|
|
|
|
Ray
Sienko
|
10,000
|
-
|
1.75
|
4/6/2011
|
|
1,500
|
3,500
|
2.93
|
3/4/2009
|
|
|
|
|
|
|
(1)
|
Options
vest 10% at one year from grant date, an additional 20% at two
years from
grant date, an additional 30% at three years from grant date and
an
additional 40% at four years from grant
date.
|
|
(2)
|
The
options granted to Mr. Hannappel, Dr. Gernert and Mr. Sienko which
expire
on March 4, 2009 were granted on March 4, 2004. All other options
included
in the above table expire ten years from the date of
grant.
|
|
(3)
|
All
options are held by The Haitzmann Family Foundation. (See Certain
Relationships and Related
Transactions)
|
|
(4)
|
All
options are held by The Hoetzinger Family Foundation. (See Certain
Relationships and Related
Transactions)
|
|
(5)
|
Dr.
Gernert resigned as Chief Operating Officer on March 31, 2007.
Upon his
resignation, 10,000 options with an exercise price of $2.93 and
22,500
options with an exercise price of $7.68 were
forfeited.
|
OPTION
EXERCISES
The
following table gives certain information concerning stock option exercises
during 2006 by our executive officers named in the Summary Compensation Table.
|
Options/Warrants
|
Name
|
Number
of Shares Acquired on Exercise
(#)
|
Value
Realized on Exercise
($)
|
Erwin
Haitzmann (1)
|
350,000
|
3,286,500
|
|
|
|
Peter
Hoetzinger (1)
|
250,000
|
2,347,500
|
|
|
|
Larry
Hannappel
|
-
|
-
|
|
|
|
Christian
Gernert (2)
|
7,500
|
58,950
|
|
|
|
Ray
Sienko
|
-
|
-
|
|
(1)
|
Based
on the closing price ($10.14) of our common stock on the NASDAQ
Capital
Market on May 5, 2006, the date that options were
exercised.
|
|
(2)
|
Based
on the closing price ($10.79) of our common stock on the NASDAQ
Capital
Market on November 21, 2006, the date that options were
exercised.
|
POTENTIAL
PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
We
have
entered into employment and severance agreements with our named executive
officers that require us to make payments and provide various benefits in
the
event of the executive’s termination or a change in our control. We define a
change in our control as:
|
a.
|
Any
person or entity (not affiliated with the employee, other employees
or
members of the Board of Directors) becoming the beneficial owner
of a
majority of the voting rights of our outstanding
securities;
|
|
b.
|
The
triggering of the issuance of stock rights to securityholders pursuant
to
our stock rights agreement, as amended from time to
time;
|
|
c.
|
The
replacement or rejection of one or more person(s) nominated to
be
director(s) by our Board of Directors before any change of
control;
|
|
d.
|
The
election of one or more persons to our Board of Directors that
have not
been nominated by our Board of Directors prior to any change of
control;
or
|
|
e.
|
The
holders of securities approve a merger, consolidation or liquidation
of
the company.
|
The
terms
of the agreements and the estimated value of the payments and benefits due
to
the executives pursuant to their agreements under various termination events
are
detailed below.
Erwin
Haitzmann. Pursuant
to Dr. Haitzmann’s employment agreement and management agreement, if we
terminate these agreements without cause or if Dr. Haitzmann terminates these
agreements for cause (which includes a change in our control), he will be
entitled to:
- |
A
lump sum cash benefit payment of three times his then current
annual
compensation/management fee, plus three times his average bonus
for the
last three years;
|
- |
Serve
as a consultant to us for an additional period of three years
at his then
current compensation/ management fee, his previous year’s bonus and
current benefits. During such additional period of three years,
Dr.
Haitzmann would be required to keep himself reasonably available
to us to
render advice or to provide services for no more than thirty
days per
year;
|
- |
The
immediate vesting of all unvested stock and stock options.
Dr. Haitzmann
will have the option to either (a) receive an immediate payment
of the
stock value of 100% of his stock and the higher of (i) the
value of the
stock options according to the Black-Scholes model or (ii)
the
“in-the-money” value of his stock options as of the date of such written
notice of termination, or (b) receive an immediate cash bonus
from us
enabling him, after the payment of all of Dr. Haitzmann’s taxes, to
exercise 100% of his stock options, and to continue to hold
his stock,
with the right to put the stock back to us, at any time and
for an
unlimited number of times, within three years of
termination.
|
If
Dr.
Haitzmann terminates his agreements without cause, we have
the
option either (i) to accept his resignation, effective immediately on receipt
of
written notice; or (ii) to require him to continue to perform his duties
for a
period not to exceed six months from the date of receipt of such written
notice.
In either event, Dr. Haitzmann shall continue to be paid at the same
compensation/management fee for a period of six months from the date of written
notice of termination. Such compensation shall be paid to the Dr. Haitzmann
in
six equal, successive monthly payments, beginning on the 1st day of the month
immediately following the date of written notice of termination.
The
executive has also agreed not to disclose any confidential or proprietary
information relating to the Company to third parties.
Assuming
Dr. Haitzmann was terminated on December 31, 2006, and the market value of
his
unvested equity awards was $11.16, which was the market price of our stock
on
December 29, 2006, Dr. Haitzmann would be eligible for the following payments
and benefits:
|
Cash
($)
|
Bonus
($)
|
Medical
Continuation ($)
|
Value
of Accelerated Equity Awards ($)
|
Value
of Stock Held on December 31, 2006 ($)
|
By
Company With Cause
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
By
Company Without Cause
|
2,714,236
|
1,567,839
|
23,840
|
5,169,304
|
14,508,000
|
|
|
|
|
|
|
By
Employee With Cause
|
2,714,236
|
1,567,839
|
23,840
|
5,169,304
|
14,508,000
|
|
|
|
|
|
|
By
Employee Without Cause
|
226,186
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
Death
or Disability
|
92,372
|
-
|
-
|
-
|
-
|
Peter
Hoetzinger. Pursuant
to Mr. Hoetzinger’s employment agreement and management agreement, if we
terminate these agreements without cause or if Mr. Hoetzinger terminates
these
agreements for cause (which includes a change in our control), he will be
entitled to:
- |
A
lump sum cash benefit payment of three times his then current
annual
compensation/management fee, plus three times his average bonus
for the
last three years;
|
-
|
Serve
as a consultant to us for an additional period of three years at
his then
current compensation/management fee, his previous year’s bonus and current
benefits. During such additional period of three years, Mr. Hoetzinger
would be required to keep himself reasonably available to us to
render
advice or to provide services for no more than thirty days per
year;
|
- |
The
immediate vesting of all unvested stock and stock options. Mr.
Hoetzinger
will have the option to either (a) receive an immediate payment
of the
stock value of 100% of his stock and the higher of (i) the value
of the
stock options according to the Black-Scholes model or (ii) the
“in-the-money” value of his stock options as of the date of such written
notice of termination, or (b) receive an immediate cash bonus from
us
enabling him, after the payment of all of Mr. Hoetzinger’s taxes, to
exercise 100% of his stock options, and to continue to hold his
stock,
with the right to put the stock back to us, at any time and for
an
unlimited number of times, within three years of
termination.
|
If
Mr.
Hoetzinger terminates his agreements without cause, we have the option either
(i) to accept his resignation, effective immediately on receipt of written
notice; or (ii) to require him to continue to perform his duties for a period
not to exceed six months from the date of receipt of such written notice.
In
either event, Mr. Hoetzinger shall continue to be paid at the same
compensation/management fee for a period of six months from the date of written
notice of termination. Such compensation shall be paid to the Mr. Hoetzinger
in
six equal, successive monthly payments, beginning on the 1st day of the month
immediately following the date of written notice of
termination.
The
executive has also agreed not to disclose any confidential or proprietary
information relating to the Company to third parties.
Assuming
Mr. Hoetzinger was terminated on December 31, 2006, and the market value
of his
unvested equity awards was $11.16, which was the market price of our stock
on
December 29, 2006, Mr. Hoetzinger would be eligible for the following payments
and benefits:
|
Cash
($)
|
Bonus
($)
|
Medical
Continuation ($)
|
Value
of Accelerated Equity Awards ($)
|
Value
of Stock Held on December 31, 2006 ($)
|
By
Company With Cause
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
By
Company Without Cause
|
2,714,236
|
1,567,839
|
23,840
|
5,169,304
|
8,849,880
|
|
|
|
|
|
|
By
Employee With Cause
|
2,714,236
|
1,567,839
|
23,840
|
5,169,304
|
8,849,880
|
|
|
|
|
|
|
By
Employee Without Cause
|
226,186
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
Death
or Disability
|
92,372
|
-
|
-
|
-
|
-
|
Larry
Hannappel. Pursuant
to Mr. Hannappel’s employment agreement, if we terminate this agreement without
cause, he will be entitled to:
|
-
|
A
lump sum cash benefit equal to six months of his base pay and one-half
of
his prior-year’s bonus;
|
|
-
|
All
earned salary through the last day of employment;
and
|
|
- |
Continued
medical/hospitalization insurance for a period of six
months.
|
In
addition, the noncompete/nonsolicitation period will end on the six month
anniversary of the last day of his employment with us.
If
Mr.
Hannappel is terminated within three years from a change in control, he will
be
entitled to a lump sum cash benefit equal to twelve months of his base salary
and prior year’s bonus. In addition, all stock options held by Mr. Hannappel
will vest immediately.
Assuming
Mr. Hannappel was terminated on December 31, 2006, and the market value of
his
unvested equity awards was $11.16, which was the market price of our stock
on
December 29, 2006, Mr. Hannappel would be eligible for the following payments
and benefits:
|
Cash
($)
|
Bonus
($)
|
Medical
Continuation ($)
|
Value
of Accelerated
Equity
Awards ($)
|
By
Company With Cause
|
-
|
-
|
-
|
-
|
|
|
|
|
|
By
Company Without Cause
|
60,000
|
37,500
|
6,235
|
-
|
|
|
|
|
|
By
Employee With Cause
|
-
|
-
|
-
|
-
|
|
|
|
|
|
By
Employee Without Cause
|
-
|
-
|
-
|
-
|
|
|
|
|
|
Change
in Control
|
120,000
|
75,000
|
-
|
402,875
|
|
|
|
|
|
Death
or Disability
|
-
|
-
|
-
|
-
|
Christian
Gernert. Dr.
Gernert resigned effective March 31, 2007. No additional compensation was
awarded at this time. All unvested equity awards, as of March 31, 2007 were
forfeited. All vested, unexercised options must be exercised by June 30,
2007 or
they will be forfeited.
Ray
Sienko. Pursuant
to Mr. Sienko’s employment agreement, if we terminate this agreement without
cause, he will be entitled to:
|
-
|
A
lump sum cash benefit equal to six months of his base pay and one-half
of
his prior-year’s bonus;
|
|
-
|
All
earned salary through the last day of employment;
and
|
|
- |
Continued
medical/hospitalization insurance for a period of six
months.
|
In
addition, the noncompete/nonsolicitation period will end on the six month
anniversary of the last day of his employment with us.
Assuming
Mr. Sienko was terminated on December 31, 2006, and the market value of his
unvested equity awards was $11.16, which was the market price of our stock
on
December 29, 2006, Mr. Sienko would be eligible for the following payments
and
benefits:
|
Cash
($)
|
Bonus
($)
|
Medical
Continuation ($)
|
Value
of Accelerated
Equity
Awards ($)
|
By
Company With Cause
|
-
|
-
|
-
|
-
|
|
|
|
|
|
By
Company Without Cause
|
50,000
|
12,500
|
4,454
|
-
|
|
|
|
|
|
By
Employee With Cause
|
-
|
-
|
-
|
-
|
|
|
|
|
|
By
Employee Without Cause
|
-
|
-
|
-
|
-
|
|
|
|
|
|
Change
in Control
|
-
|
-
|
-
|
-
|
|
|
|
|
|
Death
or Disability
|
-
|
-
|
-
|
-
|
COMPLIANCE
WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section
16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our
directors and executive officers, and persons who beneficially own more than
10%
of our outstanding common stock, to file with the Securities and Exchange
Commission (the “SEC”) initial reports of ownership and reports of changes in
ownership of common stock and other equity securities of the Company. SEC
rules
also require our directors, officers and greater than 10% stockholders to
furnish the Company with copies of all Section 16(a) reports they
file.
To
our
knowledge (based solely on review of the copies of such reports furnished
to us
and representations that no other reports were required, during the fiscal
year
ended December 31, 2006), all Section 16(a) filing requirements applicable
to
its officers, directors and greater than 10% stockholders were made in a
timely
manner.
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During
2006, the members of the Compensation Committee were Mr. Gottfried Schellmann
and Dr. Dinah Corbaci. Neither of these individuals are current or former
officers of the company or any of our subsidiaries. During 2006, none of
our
executive officers served as a director or member of a compensation committee
(or other committee serving an equivalent function) of any other entity whose
executive officers served as a director or member of our Compensation
Committee.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Both
Dr.
Haitzmann and Mr. Hoetzinger are Austrian citizens, and have established
Austrian trusts, The Haitzmann Family Foundation and The Hoetzinger Family
Foundation, respectively, to hold a certain portion of their interests in
us.
See “Security Ownership of Certain Beneficial Owners and
Management.”
Dr.
Haitzmann, Mr. Hoetzinger and their respective family trusts collectively
own
3.5% of the outstanding shares of common stock of Century Resorts Ltd. (“CRL”),
a subsidiary of ours that owns our South African interests and provides
technical casino services to our South African subsidiaries. The combined
book
value of these shares on December 31, 2006 was $621,575
Our
related party transaction policy gives our Audit Committee and/or Chairman
of
the Board the power to approve or disapprove related party transactions of
our
directors and executive officers, their immediate family members and entities
where they hold a 5% or greater beneficial ownership interest, where the
aggregate amount is expected to exceed $120,000 in any calendar year. The
Audit
Committee is charged with reviewing all relevant facts and circumstances
of a
related party transaction, including if the transaction is on terms comparable
to those that could be obtained in arm’s length dealings with an unrelated third
party and the extent of the person’s interest in the transaction.
The
Board
has pre-approved the executive management agreements between us and our Co
Chief
Executive Officers.
See
“Executive Employment Agreements”.
HOUSEHOLDING
To
reduce
the expense of delivering duplicate proxy solicitation materials, we and
some
brokers may take advantage of the SEC's "householding" rules. These householding
rules permit the delivery of only one set of proxy solicitation materials
to
securityholders who share the same address, unless otherwise requested. Any
securityholder of record who shares an address with another securityholder
of
record and who has received only one set of proxy solicitation materials
may
receive a separate copy of those materials, without charge and/or request
future
delivery of separate materials upon writing our Corporate Secretary at 1263A
Lake Plaza Drive, Colorado Springs, Colorado 80906 or calling (719) 527-8300.
Likewise, any stockholder of record who shares an address with another
securityholder of record and who has received multiple sets of proxy
solicitation materials may request future delivery of a single copy of those
materials upon writing our Corporate Secretary at 1263A Lake Plaza Drive,
Colorado Springs, Colorado 80906 or calling (719) 527-8300.
If
you
consent to householding, your election will remain in effect until you revoke
it. Should you later revoke your consent, you will be sent separate copies
of
those documents that are mailed at least thirty days or more after receipt
of
your revocation.
PROXY PROXY
CENTURY
CASINOS, INC.
This
Proxy is Solicited by the Board of Directors
The
undersigned securityholder of Century Casinos, Inc. acknowledges receipt
of the
Notice of Annual Meeting of Securityholders, to be held on Wednesday, June
20,
2007 at the Marriott Hotel, Prague 1, Czech Republic and hereby appoints
Erwin
Haitzmann, Peter Hoetzinger or Larry Hannappel, or any of them individually,
each with the power of substitution, as attorneys and proxies to vote all
the
shares of the undersigned at said Annual Meeting and at all adjournments
thereof, hereby ratifying and confirming all that said attorneys and proxies
may
do or cause to be done by virtue hereof. The above-named attorneys and proxies
are instructed to vote all of the undersigned's shares as follows:
(1)
To
elect two Class I directors to the Board of Directors:
(The
Board of Directors recommends a vote for election of the following
nominees)
ROBERT
S.
EICHBERG ¨
FOR ¨
WITHHOLD
DINAH
CORBACI
¨
FOR ¨
WITHHOLD
(2)
In
their discretion, the Proxies are authorized to vote upon such other business
as
may properly
come before the meeting.
(Continued
and to be signed on reverse side)
(Continued
from other side)
This
proxy, when properly executed, will be voted as directed herein by the
undersigned securityholder. If no direction is made, this proxy will be voted
for the nominees in Proposal 1.
Dated
this______ day of _________________, 2007
Signature__________________________________
Signature__________________________________
Please
sign your name exactly as it appears on your stock certificate. If shares
are
held jointly, each holder should sign. Executors, trustees, and other
fiduciaries should so indicate when signing.
¨
Please
indicate if you plan to attend this meeting.