SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 17, 2007
FULL HOUSE RESORTS, INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
1-32583
|
|
13-3391527 |
(State or other jurisdiction of
incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification No.) |
| |
|
|
4670 S. Fort Apache Road, Suite 190
Las Vegas, Nevada
|
|
89147 |
| (Address of principal executive offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: 702-221-7800
(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 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
SECTION 5 — Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Executive Officer Employment Agreement
As previously reported, on April 20, 2007, Full House Resorts, Inc. (the “Company”) entered into an
employment agreement with Andre Hilliou, the Company’s Chief Executive Officer. On July 17, 2007,
the Company and Mr. Hilliou amended the agreement to provide that, effective June 1, 2007, Mr.
Hilliou will receive an annual base salary of $250,000. In addition, Mr. Hilliou will be eligible
for an annual bonus of up to 200% of annual salary, subject to the achievement of pre-defined
annual performance objectives established by the Company’s compensation committee. In the event of
death or termination due to illness or incapacity the Company shall pay Mr. Hilliou, or his estate
as applicable, his base salary to the date of termination or death, which shall be no less than two
years. The amended agreement has a two year term that is automatically renewed for successive
periods of two years unless the Company or Mr. Hilliou elect otherwise or unless the amended
agreement is otherwise terminated.
The foregoing description of the amended agreement is qualified in its entirety by the full text of
the amended agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
Chief Financial Officer Employment Agreement
Also as previously reported, on April 20, 2007, Full House Resorts, Inc. (the “Company”) entered
into an employment agreement with Mark Miller, the Company’s Chief Financial Officer. On July 17,
2007, the Company and Mr. Miller amended the agreement to provide that Mr. Miller is guaranteed a
cash bonus equal to 50% of his annual base salary for the first year of employment, payable at the
end of his first year of service, and at least four weeks of vacation each year. In the event of
death or termination due to illness or incapacity the Company shall pay Mr. Miller, or his estate
as applicable, his base salary to the date of termination or death, which shall be no less than one
year. If the Company terminates Mr. Miller’s employment without cause, in addition to any other
entitlements under the agreement, the Company will pay Mr. Miller his base salary for a period of
one year and an annual bonus equal to the average of Mr. Miller’s annual bonuses from the previous
three years. Mr. Miller is entitled to the same three year average bonus payment in the event of a
change of control. Upon termination without cause or a change of control the average of any
executive bonus plan operable for less than three years will be calculated using the number of
years such plan has been in effect. Mr. Miller is also entitled to a relocation allowance of up to
$20,000 in temporary housing and moving expenses.
The foregoing description of the amended agreement is qualified in its entirety by the full text of
the amended agreement, which is attached hereto as Exhibit 10.2 and is incorporated herein by
reference.
2
SECTION 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| |
10.1 |
|
Employment Agreement between Andre Hilliou and Full House Resorts, Inc. |
| |
| |
10.2 |
|
Employment Agreement between Mark J. Miller and Full House Resorts, Inc. |
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 hereunto duly authorized.
| |
|
|
|
|
| |
Full House Resorts, Inc.
|
|
| Date: July 20, 2007 |
/s/ Barth F. Aaron
|
|
| |
Barth F. Aaron |
|
| |
Secretary/General Counsel |
|
3