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): April 25, 2011
Ameristar Casinos, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
(State or other
jurisdiction of
incorporation)
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000-22494
(Commission File Number)
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88-0304799
(I.R.S. Employer
Identification No.) |
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3773 Howard Hughes Parkway, Suite 490S
Las Vegas, Nevada
(Address of principal executive offices)
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89169
(Zip Code) |
Registrant’s telephone number, including area code: (702) 567-7000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) Resignation of Ray H. Neilsen.
On April 25, 2011, Ray H. Neilsen resigned his employment as Chairman of the Board (an
executive officer position) and as a member of the Board of Directors (the “Board”) of Ameristar
Casinos, Inc. (the “Company”), and as an officer and director or manager of each of the Company’s
subsidiaries, effective as of the close of business on May 5, 2011 (the “Separation Date”). In
connection with Mr. Neilsen’s resignation, following the Separation Date it is expected that the
Board will reduce the number of directors comprising the full Board from eight to seven and will
elect a non-executive Chairman of the Board from among the independent members of the Board.
(e) Compensatory Arrangements with Ray H. Neilsen.
In connection with Mr. Neilsen’s resignation, the Company and Mr. Neilsen entered into a
Separation Agreement dated as of April 25, 2011 (the “Separation Agreement”).
In consideration of Mr. Neilsen’s execution of the Separation Agreement and the General
Release described below and compliance with his obligations thereunder and under his Executive
Employment Agreement dated as of May 31, 2008 (the “Employment Agreement”), including, but not
limited to, continued compliance with certain restrictive covenants set forth in the Employment
Agreement, the Company agreed to pay Mr. Neilsen $1,400,000 (the “Separation Payment”). Subject to
the terms of the Separation Agreement, the Separation Payment shall be paid to Mr. Neilsen in
twenty-four (24) equal installments following the Separation Date at the same frequency as the
Company’s regular payroll payments; provided, however, that (i) the first payment shall not be made
until the first regular payroll payment date in January 2012 and (ii) such first payment shall
include a lump-sum payment of that portion of the Separation Payment that would have been paid on
or prior to such date but for the application of the preceding clause (i).
In addition, Mr. Neilsen shall be entitled to continuation of coverage under the Company’s
primary and supplemental executive group health insurance, at the Company’s expense, for Mr.
Neilsen and his eligible dependents for 18 months after the Separation Date, so long as Mr. Neilsen
timely elects the continuation of such benefits pursuant to COBRA.
Pursuant to the Separation Agreement, (i) all unvested stock options previously granted to Mr.
Neilsen, to the extent they remain outstanding, shall vest on the Separation Date and (ii) all of
Mr. Neilsen’s outstanding stock options (including those vesting pursuant to the preceding clause
(i)) shall remain outstanding and exercisable for a period of twelve (12) months following the
Separation Date. In addition, all unvested restricted stock units and performance share units held
by Mr. Neilsen as of the Separation Date shall vest on the Separation Date and be settled within
thirty (30) days following the Separation Date.
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Pursuant to the Separation Agreement, Mr. Neilsen has agreed to deliver on the Separation Date
a general release (the “General Release”) pursuant to which Mr. Neilsen and his heirs, successors
and assigns shall release and discharge the Company and each of its past and present affiliates and
related parties from any and all causes of action and actions of whatsoever kind in any manner
arising prior to the Separation Date. The delivery of the General Release without subsequent
revocation is a condition precedent to the Company’s obligations under the Separation Agreement.
The foregoing summary of the Separation Agreement and General Release is qualified in its
entirety by reference to the complete text of the Separation Agreement (including the form of
General Release attached thereto), which is filed as Exhibit 10.1 hereto and is incorporated herein
by reference.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits. Each of the exhibits listed below is incorporated herein in its entirety.
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| Exhibit |
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Description |
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10.1
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Separation Agreement dated as of April 25, 2011 between Ameristar
Casinos, Inc. and Ray H. Neilsen. |
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