UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 18, 2011

 

ISLE OF CAPRI CASINOS, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

(314) 813-9200

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.245)

 

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

 

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

 

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

 

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On May 18, 2011, the Registrant received written notification from Nasdaq stating that as a result of the recent resignation of an independent director the Registrant is not in compliance with Nasdaq’s majority independent director board composition requirements set forth in Nasdaq Listing Rule 5605(b)(1). Pursuant to Nasdaq Listing Rule 5605(b)(1)(A), Nasdaq provided the Registrant a cure period in order to regain compliance as follows:

 

·                  until the earlier of the Registrant’s next annual shareholders’ meeting or May 4, 2012; or

 

·                  if the next annual shareholders’ meeting is held before October 31, 2011, then the Registrant must evidence compliance no later than October 31, 2011.

 

The Registrant intends to comply with Nasdaq’s majority independent director board composition requirements as set forth in the rules within the cure period provided by Nasdaq.

 

2

 

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.

 

	ISLE OF CAPRI CASINOS, INC.
Date: May 20, 2011	By:	/s/ Edmund L. Quatmann, Jr.
	Name:	Edmund L. Quatmann, Jr.
	Title:	Senior Vice President, General Counsel and
		Secretary

 

3