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): March 17, 2006
MONARCH CASINO & RESORT, INC.
(Exact name of registrant as specified in its charter)
NEVADA 0-22088 88-0300760
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1175 W. Moana Lane, Suite 200
Reno, NEVADA 89509
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(Address of Principal Executive Offices) (Zip Code)
(775)825-3355
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
Section 5 - Corporate Governance and Management
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On March 17, 2006, Monarch Casino & Resort, Inc. filed a Certificate of
Correction (the "Certificate of Correction") with the Nevada Secretary of
State relating to a Certificate of Change Pursuant to NRS 78.209 that was
filed with the Nevada Secretary of State o March 17, 2005 (the "Certificate
of Change"). The purpose of the Certificate of Correction was to indicate
that the Certificate of Change was filed in error. Accordingly, as stated in
the Certificate of Correction, the authorized capital of Monarch Casino &
Resort, Inc. remains at 40,000,000 shares, where 30,000,000 shares are common
stock, $0.01 par value, and 10,000,000 shares are preferred stock, $0.01 par
value.
Section 9 - Financial Statements and Exhibits
ITEM 9.01 Financial Statements and Exhibits
(c) EXHIBITS
Exhibit 3.1 Articles of Incorporation, as filed with the Nevada
Secretary of State on June 11, 1993.
Exhibit 3.1 Certificate of Change Pursuant to NRS 78.209, as filed
with the Nevada Secretary of State on March 17, 2005.
Exhibit 3.2 Certificate of Correction, as filed with the Nevada
Secretary of State on March 17, 2006.
-2-
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
MONARCH CASINO & RESORT, INC.
(Registrant)
Date: March 23, 2006 By: /s/ Ben Farahi
-------------------------
Name: Ben Farahi
Title: Chief Financial Officer,
Treasurer and Secretary
-3-
EXHIBIT 3.1
ARTICLES OF INCORPORATION
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUN 11 1993
CHERYL A. LAU SECRETARY OF STATE
6723-93
ARTICLES OF INCORPORATION
OF
MONARCH CASINO & RESORT, INC.
The undersigned incorporator hereby executes these Articles of
Incorporation for the purpose of forming a corporation under Chapter 78 of the
Nevada Revised Statutes.
ARTICLE I
NAME
The name of the corporation is: MONARCH CASINO & RESORT, INC. (the
"Corporation").
ARTICLE II
RESIDENT AGENT
The name and address of the Corporation's resident agent is Vargas &
Bartlett, 3800 Howard Hughes Parkway, 7th Floor, Las Vegas, Nevada 89109.
ARTICLE III
PURPOSE
The Corporation is organized for the purpose of engaging in any lawful
activity, within or without the State of Nevada.
ARTICLE IV
STOCK
Section 4.01U Authorized Capital Stock. The total number of shares of
stock this corporation is authorized to issue shall be forty million
(40,000,000) shares. This stock shall be divided into two classes to be
designated as "Common Stock" and "Preferred Stock."
Section 4.02. Common Stock. Thirty million (30,000,000) shares of the
authorized stock have a par value of one cent ($0.01) per share and are
designated Common Stock. Each share of Common Stock, when issued, shall have
one (1) vote on all matters presented to the stockholders.
Section 4.03. Preferred Stock. Ten million (10,000,000) shares of the
authorized stock have a par value of one cent ($0.01) per share and are
designated Preferred Stock. The Board of Directors shall have the authority
to authorize the issuance of the Preferred Stock from time to time in one or
more classes or series, and to state in the resolution or resolutions from
time to time adopted providing for the issuance thereof the following:
Whether or not the class or series shall have voting rights, full or
limited, the nature and the qualifications, limitations and restrictions on
those rights, or whether the class or series will be without voting rights;
The number of shares to constitute the class or series and the designation
thereof;
The preferences and relative, participating, optional or other special
rights, if any, and the qualifications, limitations, or restrictions thereof,
if any, with respect to any class or series;
Whether or not the shares of any class or series shall be redeemable and
if redeemable the redemption price or prices, and the time or times at which,
and the terms and conditions upon which, such shares shall be redeemable and
the manner of redemption;
Whether or not the shares of a class or series shall be subject to the
operation of retirement or sinking funds to be applied to the purchase or
redemption of such shares for retirement, and if such retirement or sinking
funds be established, the amount and the terms and provisions thereof;
The dividend rate, whether dividends are payable in cash, stock of the
Corporation, or other property, the conditions upon which and the times when
such dividends are payable, the preference to or the relation to the payment
of dividends payable on any other class or classes or series of stock, whether
or not such dividend shall be cumulative or noncumulative, and if cumulative,
the date or dates from which such dividends shall accumulate;
The preferences, if any, and the amounts thereof which the holders of any
class or series thereof are entitled to receive upon the voluntary or
involuntary dissolution of, or upon any distribution of the assets of, the
Corporation;
Whether or not the shares of any class or series is convertible into, or
exchangeable for, the shares of any other class or classes or of any other
series of the same or any other class or classes of stock of the Corporation
and the conversion price or prices or ratio or ratios or the rate or rates at
which such exchange may be made, with such adjustments, if any, as shall be
stated and expressed or provided for in such resolution or resolutions; and
Such other rights and provisions with respect to any class or series as may to
the Board of Directors seem advisable.
The shares of each class or series of the Preferred Stock may vary from
the shares of any other class or series thereof in any respect. The Board of
Directors may increase the number of shares of the Preferred Stock designated
for any existing class or series by a resolution adding to such class or
series authorized and unissued shares of the Preferred Stock not designated
for any other class or series. The Board of Directors may decrease the number
of shares of the Preferred Stock designated for any existing class or series
of the Preferred Stock and the shares so subtracted shall become authorized,
unissued and undesignated shares of the Preferred Stock.
Section 4.04. Once fully paid, the stock of the Corporation shall not be
subject to assessment.
ARTICLE V
DIRECTORS AND INCORPORATORS
Section 5.01. Governing Board of Directors. The governing board shall
be styled "Board of Directors" and the first Board of Directors shall
consist of three (3) directors. Provided that the Corporation has at least
one director, the number of directors may at any time or times be increased or
decreased as provided in the bylaws. The bylaws may provide for the
classification of directors as to their respective terms of office.
Section 5.02. Initial Number of Directors. The names and post office
addresses of the members of the first Board of Directors are as follows:
John Farahi
3840 Baker Lane
Reno, Nevada 89509
Bahram Farahi
3840 Baker Lane
Reno, Nevada 89509
Behrouz Farahi
3840 Baker Lane
Reno, Nevada 89509
These individuals shall serve as directors until the first annual meeting
of stockholders or until their successors are elected and qualified.
Section 5.03. Incorporator. The name and post office address of the
incorporator signing these Articles of Incorporation is as follows:
Sherwood N. Cook
Vargas & Bartlett
Seventh Floor
3800 Howard Hughes Parkway
Las Vegas, Nevada 89109
ARTICLE VI
SALE OF ASSETS; MERGERS
The affirmative vote of voting shares necessary to approve a sale, lease
or exchange of property or assets of this Corporation, or a merger or exchange
of shares involving this Corporation, shall be 66-2/3% of the voting power of
the outstanding shares entitled to vote thereon.
ARTICLE VII
AMENDMENT
The affirmative vote of voting shares necessary to approve an amendment
to the Articles of Incorporation of this Corporation shall be 66-2/3% of the
voting power of the outstanding shares entitled to vote thereon.
ARTICLE VIII
DIRECTORS' AND OFFICERS' LIABILITY
No director or officer of the Corporation shall be personally liable to
the Corporation or any of its stockholders for damages for breach of fiduciary
duty as a director or officer involving any act or omission of any such
director or officer. However, the foregoing provision shall not eliminate or
limit the liability of a director or officer for (i) acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law, or (ii)
the payment of dividends in violation of Section 78.300 of the Nevada Revised
Statutes. Any repeal or modification of this Article by the stockholders of
the Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director or officer of the
Corporation for acts or omissions prior to such repeal or modification.
ARTICLE IX
INDEMNITY
Section 9.01. Right to Indemnity. Every person who was or is a party,
or is threatened to be made party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or a person of whom he is the legal representative
is or was a director or officer of the Corporation, or is or was serving at
the request of the Corporation as a director or officer of another
corporation, or as its representative in a partnership, joint venture, trust
or other enterprise, shall be indemnified and held harmless to the fullest
extent legally permissible under the laws of the State of Nevada from time to
time against all expenses, liability and loss (including attorney's fees,
judgments, fines and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connection therewith. Such right of
indemnification shall be a contract right which may be enforced in any manner
desired by such person. Such right of indemnification shall not be exclusive
of any other right which such directors, officers or representatives may have
or hereafter acquire, and, without limiting the generality of such statement,
they shall be entitled to their respective rights of indemnification under any
bylaw, agreement, vote of stockholders, provision of law, or otherwise, as
well as their rights under this Article.
Section 9.02. Expenses Advanced. Expenses of directors and officers
incurred in defending a civil or criminal action, suit or proceeding by reason
of any act or omission of such director or officer acting as a director or
officer shall be paid by the Corporation as they are incurred and in advance
of the final disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if
it is ultimately determined by a court of competent jurisdiction that he is
not entitled to be indemnified by the Corporation.
Section 9.03. Bylaws; Insurance. Without limiting the application of
the foregoing, the Board of Directors may adopt bylaws from time to time with
respect to indemnification, to provide at all times the fullest
indemnification permitted by the laws of the State of Nevada, and may cause
the Corporation to purchase and maintain insurance or make other financial
arrangements on behalf of any person who is or was a director or officer of
the Corporation as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, to the fullest extent permitted by the
laws of the State of Nevada, whether or not the Corporation would have the
power to indemnify such person.
The indemnification and advancement of expenses provided in this Article
shall continue for a person who has ceased to be a director, officer, employee
or agent, and inures to the benefit of the heirs, executors and administrators
of such a person.
ARTICLE X
REDEMPTION OF CONTROL SHARES
The Corporation, at the discretion of the Board of Directors, may call
for redemption the control shares (as defined in NRS 78.3781 to 78.3788,
inclusive) as provided in NRS 78.3792, as amended from time to time.
Executed this 11th day of June, 1993.
/s/ Sherwood N. Cook
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SHERWOOD N. COOK
Incorporator
STATE OF NEVADA )
: ss.
COUNTY OF CLARK )
On this 11th day of June, 1993, there personally appeared before me a
Notary Public, SHERWOOD N. COOK, who acknowledged that he executed the
foregoing Articles of Incorporation.
/s/ Pamela Bouchard
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NOTARY PUBLIC
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
IN THE MATTER OF MONARCH CASINO & RESORT, INC.
We, Vargas & Bartlett, do hereby certify that on the 11th day of June,
1993, we accepted the appointment as Resident Agent of the above-entitled
corporation in accordance with Sec. 78.090, NRS 1957.
Furthermore, that the registered office in this State is located at 3800
Howard Hughes Parkway, Seventh Floor, Town of Las Vegas, County of Clark,
State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of June,
1993.
Vargas & Bartlett
By: /s/ Sherwood N. Cook
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SHERWOOD N. COOK
Resident Agent
EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
Entity #
C6723-1993
Document Number:
20050068285-76
Date Filed:
3/17/2005 12:00:04 PM
In the office
Dean Heller
Secretary of State
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684-5708
Website: secretaryofstate.biz
Certificate of Change filed Pursuant to NRS 78.209
For Nevada Profit Corporations
1. NAME OF CORPORATION: MONARCH CASINO & RESORT, INC.
2. THE BOARD OF DIRECTORS HAVE ADOPTED A RESOLUTION PURSUANT TO NRS 78.207
AND HAVE OBTAINED ANY REQUIRED APPROVAL OF THE STOCKHOLDERS.
3. THE CURRENT NUMBER OF AUTHORIZED SHARES AND THE PAR VALUE, IF ANY, OF EACH
CLASS OR SERIES, IF ANY, OF SHARES BEFORE THE CHANGE:
PREFERRED - 10,000,000 SHARES - $.01 PAR VALUE
COMMON - 30,000,000 shares - $.01 PAR VALUE
4. THE NUMBER OF AUTHORIZED SHARES AND THE PAR VALUE, IF ANY, OF EACH CLASS
OR SERIES, IF ANY, OF SHARES AFTER THE CHANGE:
PREFERRED - 10,000,000 SHARES - $.01 PAR VALUE
COMMON - 30,000,000 shares - $.01 PAR VALUE
5. THE NUMBER OF SHARES OF EACH AFFECTED CLASS OR SERIES, IF ANY, TO BE
ISSUED AFTER THE CHANGE IN EXCHANGE FOR EACH ISSUED SHARE OF THE SAME
CLASS OR SERIES: __________________________
Two for one stock split. Issued shares increase from 9,536,275 to
19,072,550.____________
6. THE PROVISIONS, IF ANY, FOR THE ISSUANCE OF FRACTIONAL SHARES, OR FOR THE
PAYMENT OF MONEY OR THE ISSUANCE OF SCRIP TO STOCKHOLDERS OTHERWISE
ENTITLED TO A FRACTION OF A SHARE AND THE PERCENTAGE OF OUTSTANDING SHARES
AFFECTED THEREBY: NOT APPLICABLE
7. EFFECTIVE DATE OF FILING (OPTIONAL): MARCH 17, 2005
(must not be later than 90 days after the certificate is filed)
8. OFFICER SIGNATURE: /S/BAHRAM FARAHI PRESIDENT
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Signature Title
IMPORTANT: Failure to include any of the above information and submit the
proper fees may cause this filing to be rejected.
SUBMIT IN DUPLICATE.
This form must be accompanied by appropriate fees. See attached fee schedule.
Nevada Secretary of State AM 209 2003
Revised on: 10/24/03
EXHIBIT 3.3
CERTIFICATE OF CORRECTION
Entity #
C6723-1993
Document Number:
20060166381-43
Date Filed:
3/17/2006 8:49:09 AM
In the office
Dean Heller
Secretary of State
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684-5708
Website: secretaryofstate.biz
Certificate of Correction
(Pursuant to NRS 78, 78A, 80, 81, 82, 84, 86, 87, 58, 88A, 89 and 92A)
1. THE NAME OF THE ENTITY FOR WHICH CORRECTION IS BEING MADE:
Monarch Casino & Resort, Inc.
2. DESCRIPTION OF THE ORIGINAL DOCUMENT FOR WHICH CORRECTION IS BEING MADE:
Certificate of Change Pursuant to NRS 78.209
3. FILING DATE OF THE ORIGINAL DOCUMENT FOR WHICH CORRECTION IS BEING MADE:
March 17, 2005
4. DESCRIPTION OF THE INACCURACY OR DEFECT.
Certificate of Change Pursuant to NRS 78.209 filed in error.
5. CORRECTION OF THE INACCURACY OR DEFECT.
Notwithstanding the filing of the Certificate of Change Pursuant to NRS
78.209, Article IV, Stock, of the Articles of Incorporation of Monarch &
Casino Resort, Inc., as filed on June 11, 1003 shall remain in full force and
effect and not amended by the Certificate of Change Pursuant to NRS 78.209
filed on March 17, 2005. Accordingly, the authorized capital of Monarch
Casino & Resort, Inc. shall remain at 40,000,000 shares, where 30,000,000
shares shall be common stock, $0.01 par value, and 10,000,000 shares shall be
preferred stock, $0.01 par value.
6. SIGNATURE:
/s/ Ben Farahi CFO 03/16/06
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Authorized Signature Title* Date
*If entity is a Corporation, it must be signed by an Officer if stock has
been issued, OR an Incorporator or Director if stock has not been issued; a
Limited-Liability Company, by a manager or managing members; a Limited
Partnership or Limited-Liability Limited Partnership, by a General Partner; a
Limited-Liability Partnership, by a Managing Partner; a Business Trust, by a
Trustee.
IMPORTANT: Failure to include any of the above information and submit
the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees.
Nevada Secretary of State AM Correction 2003
Revised on: 10/03/05