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you still owe us for the first lolllll jk
Last run we made good coin,hoping to do it again with you thanks!$
cooly hopin so!))would be fitting specially now that the horse track off their balance sheet..bad timing economy wise fer that i think..
Hey all!Round 2 here?Shaner and I bidding for some
.095x.15 man shares still in strong hands?! well by the looks of the ask and few hundo k traded last few days id say float is ALOT thinner than i thought it was..lets see what the coming sessions bring here..hopefully news and revitalization of SWCC to the investment community!))
2 mms til 1.01 all i know
cleaning the joint up...may be time
man that would be nice considering what happened after last run then pfffffffffffft
NICE df!!time to head back towards a buckerrrr??lets see itt
catchin nice vol .085s gone showing .15s up x1!!!
im ready ta play again.)action here now thinning ask back to HOD .085
for sure,watch for dizips again looks like
yup..well may as well put back on close radar
ahhhhhh,that explains it
aha..Southwest awarded $500,000Oct 5, 2009
Pink OTC Markets News Service
Minneapolis, MN— SOUTHWEST IS AWARDED $500,000 AND ITS ATTORNEY FEES AND COSTS IN ARBITRATION CASE WITH THE CHEYENNE & ARAPAHO TRIBES OF OKLAHOMA
Southwest Casino Corporation (SWCC.PK) is pleased to announce that it has been successful in an arbitration case brought by Tribal Governor Darrel Flyingman on behalf of the Cheyenne & Arapaho Tribes against Southwest for its performance under the Third Amended Management Agreement. The arbitration panel reached the following conclusions of Law:
1. Southwest did not materially breach any of the terms of the Third Amended
Agreement, save and except certain fiduciary duty claims set forth below in paragraph 6.
2. Southwest's treatment of travel expenses, NSF checks, and payments to attorney
Richard Grellner, did not materially breach any of the terms of the Third Amended Agreement.
3. Southwest did not unduly interfere with, influence, or attempt to influence any
Tribal official or governmental process in violation of the Third Amended Agreement.
4. The Tribes breached the Third Amended Agreement with Southwest by failing
and refusing to negotiate in good faith with Southwest for an extension or new agreement after the advent of Class III gaming.
5. Southwest has been damaged in the amount of $500,000 in addition to its reasonable costs and legal fees incurred in pursuing its rights under §19.10 of The Third Amended Agreement.
6. The Tribes have not sustained their burden that Southwest materially breached the
Third Amended Agreement and the Tribes are not entitled to contract damages. Southwest did breach its fiduciary duty owed the Tribes in connection with its handling of free-play coupons totaling $2,920; its handling of Comfort Inn charges $2,132; its handling of non-payment of interest on management fee advances totaling $921 and interest on the accounts receivable totaling $3,845; for a total of $9,818.
7. Southwest is entitled to its costs and attorneys fees in this case and the Tribe's
request for costs and attorneys fee is denied. Southwest is directed to file its application for costs and attorneys fee within 20 days in the event the parties are not able to resolve this issue by agreement.
Southwest is extremely pleased to have this case completed and to be able to focus on future projects. James B. Druck, CEO of Southwest Casino Corporation said " the Arbitration Panel recognized the development and management by Southwest of a very profitable Tribal enterprise as well as the Company's many contributions to Tribal members over the years. The denial of the unfounded allegations and the award of substantial damages sets Southwest on a positive course for the future". Thomas E. Fox, President of Southwest Casino Corporation, said “Southwest and the Cheyenne & Arapaho Tribes of Oklahoma have had a long and profitable relationship and we are saddened that Governor Flyingman has caused it to come to such an end. We had reached agreement with both the Tribal Council and the Legislator to expand gaming for the Tribes, but this agreement was frustrated by Tribal Governor Flyingman’s refusal to work with the Tribal Council and the Legislature and refusal to enter into good faith negotiations with Southwest.”
is this gonna wake again?! knew i shoulda got those 045s ughh lol
comin off bottom i see.. 10q out i see too no D at all
delisting from otcbbs headin to pinkyland..may be better fer it anyways geesh what a bs play this turned into..but then again not over yet right?lol
news goin ta pinkieville
wonder
if she bounces back to life soon? talk about bad timing economy wise for their track geesh..still nice share struct and i still have faith in them here.
......(.18)here....geeesh.
<<<<Time to maybe snag a few?Just a tough start??...-from last filing...
“Southwest achieved two key goals in our efforts to stabilize and grow our business platform during the second quarter,” commented Southwest CEO James Druck. “First, after a tremendous amount of hard work, Running Aces Harness Park, a $62 million racetrack and card room in Minnesota, opened on time and on budget and is now fully operational. On April 11th we began harness racing, a change in state law allowed us to expand into all-breed simulcast wagering in early May, and most importantly, we opened the 50-table card room at Running Aces on schedule on the evening of June 30th after completing 50 days of live harness racing. Second, the consulting services we have provided to Palace Resorts for the past 10 months led to an expansion of that relationship into a long-term agreement to manage the casino we are helping them develop in the Dominican Republic. Our Colorado casinos continue to outperform a market that is down. We may be beginning to see the impact of the soft economy at all of our facilities as well as the effects of the smoking ban in our Colorado casinos that began this year. We anticipated the losses at Running Aces, which were primarily due to pre-opening expenses, including hiring and training more than 500 employees, and the cost of completing the first live race meet before we were permitted to open the card room. As always, we continue to explore opportunities that will enhance and expand Southwest and increase shareholder value.” About Southwest Casino Corporation Southwest Casino Corporation develops, owns, operates, manages and provides consulting services to casinos, gaming facilities and leisure facilities. Southwest owns and operates two casinos, the Gold Rush Hotel and Casino and Gold Digger’s Casino in Cripple Creek, Colorado. Southwest also owns a 50 percent membership interest in North Metro Harness Initiative, LLC, which owns and operates Running Aces Harness Park, a harness racetrack and 50-table card room in Columbus, Minnesota on the north side of the Twin Cities Metropolitan Area.
.25s up man i woulda been all over those under .20 if i had some spare change arghhhhhhhhhhhhhhhhhhhh!
i hear that rough times for gambling stocks although i know Runnin Aces been packed still everytime i drive by it has been. But yah doesnt help with all the turmoil in the markets and economy overall.
From what I've read the casino they opened is having money problems and SWCC's partner is trying to sell their percentage, plus with the horrible economy not as many gamblers.IMO
wish i coulda got those .13s-.15s woulda shoulda coulda lol
sad whats happened to pps is it time to get back in??eom
Southwest Casino Corporation Executives Recognized for Contributions to Native American Gaming in Oklahoma
Business Wire "US Press Releases "
MINNEAPOLIS--(BUSINESS WIRE)--
Southwest Casino Corporation (OTCBB: SWCC) announced today that James B. Druck, the company's CEO, and Thomas E. Fox, the company's President and COO, have both received the 2008 Career Achievement Awards from the Oklahoma Indian Gaming Association (OIGA) for their career efforts and dedication to the success of Indian Gaming in Oklahoma. In presenting these awards, David J. Qualls, Chairman of the OIGA, recognized Mr. Druck and Mr. Fox as the initial driving force behind the prosperity Native American gaming in Oklahoma now enjoys.
In his statement, Chairman Qualls expressed the OIGA's gratitude for Mr. Druck and Mr. Fox's vision for modernization of the Oklahoma Indian gaming market, noting that due to that vision and their keen sense of fiscal responsibility, casinos Southwest developed and managed earn millions of dollars in profits and provide economic benefits not just to the Tribes, but to the State of Oklahoma and its citizens as well.
Chairman Qualls specifically cited Mr. Druck and Mr. Fox for their diligent efforts to seek out and develop individuals who have excelled as employees and managers of Native American casinos, noting that individuals hired and trained by them now directly manage thousands of casino employees in Oklahoma.
"I was proud to accept these awards on behalf of Jim and Southwest and appreciate the recognition of our many years of hard work in Oklahoma," said Tom Fox, Southwest's President and COO. "We take great pride in the casinos we helped build and the many tribal members we helped train and employ over the years and appreciate being recognized as part of the development of Indian gaming in Oklahoma."
"It is gratifying to receive recognition for our work," added Jim Druck, Southwest's CEO, "and that work has been especially rewarding because of the many great working relationships and friendships we have developed in tribal communities through our work in Oklahoma Indian gaming."
About Southwest Casino Corporation
Southwest Casino Corporation develops, owns, operates, manages and provides consulting services to casinos, gaming facilities and related amenities. Southwest owns and operates the Gold Rush Hotel and Casino and Gold Digger's Casino in Cripple Creek, Colorado. In addition, Southwest owns a 50 percent membership interest in North Metro Harness Initiative, LLC, which owns and operates Running Aces Harness Park in Columbus, Minnesota. Southwest's corporate offices are located at 2001 Killebrew Drive, Suite 350, Minneapolis, Minnesota 55425.
This Press Release does not constitute an offer of to sell or solicitation of an offer to buy any securities.
This Press Release may contain forward-looking statements about Southwest's ongoing business. These forward-looking statements involve risks and uncertainties that could cause the statements to be incorrect or cause actual results to differ materially. Many of those risks are described in the Risk Factors section of Southwest's Quarterly Report on Form 10-Q filed August 14, 2008. Other risks applicable to these forward-looking statements are described elsewhere in the company's periodic reports filed with the Securities and Exchange Commission. Southwest does not undertake to update any forward-looking statements it makes; but may choose from time to time to update them and, if it does, will disseminate the updates to the investing public.
Source: Southwest Casino Corporation
jus chillen i think since card room jus opened beginning of this month that when those nums become public via quarterly or update i think it should start trending north again.A few straggler shares still hittin it seems but a good pr can take care of that imo.I do know its been PACKED everytime ive driven by especially last weekend.Actually lookin forward to hear next update on things and also the new resorts they involved with too.Other than that myself im waitin for it to get a lil cheaper if they bring it i hit it heavy again.DF
Any idea what's going on here?
Yo bro hows it going! cool will do
I live right by Running Aces. Its a great facility. If you guys have any questions about it let me know.
Great news! I gotta go check it out.
Card room open..Southwest Casino Corporation Announces Opening of Card Room at Running Aces Harness Park
50 Tables of Poker, Blackjack and Casino Card Games
Jul 1, 2008 8:27:00 AM
Copyright Business Wire 2008
View Additional ProfilesMINNEAPOLIS--(BUSINESS WIRE)--
Southwest Casino Corporation (OTCBB: SWCC) announced today that Running Aces Harness Park opened its 50-table card room on Monday, June 30, 2008, shortly after it completed its 50th day of live harness racing earlier in the evening. Southwest Casino Corporation owns a 50 percent membership interest in Running Aces Harness Park.
The Running Aces card room offers 50 tables of poker and non-banked casino card games. The card room is open 24 hours per day, 7 days per week. Running Aces' 25 poker tables deal games including Texas Hold-'em, Omaha and 7-card stud. Players can choose from a variety of games at the 25 casino card game tables including blackjack, Fortune Pai Gow Poker, Ultimate Texas Hold 'em, 3-card poker and 4-card poker. Running Aces also offers weekly tournaments, events for women-only, and a learner's table where experts will teach novice card players how to play the games.
Running Aces Harness Park also offers live harness racing with pari-mutuel betting on a 5/8-mile track. Running Aces opened on April 11, 2008 and will host 53 days of professional harness racing from April 11 to July 6, 2008. In addition to live races, Running Aces offers year-round simulcast wagering on all breeds of horse races and a full service restaurant and bar. Minnesota law required Running Aces to host 50 days of live harness racing before it could open the card room.
Jim Druck, CEO of Southwest Casino Corporation, said, "we are thrilled to begin playing cards at Running Aces Harness Park and see so many card players having fun in this great facility. With the card room open and all-breed simulcasting year round, Running Aces is now fully operational and the energy level in the building is contagious. The increased activity in this state-of-the-art building should also increase our food and beverage business. I am especially looking forward to this Friday, Saturday and Sunday, when we will have live harness racing with the card room open and, for the first time ever, experience all the excitement that Running Aces Harness Park can generate."
About Southwest Casino Corporation
Southwest Casino Corporation develops, owns, operates, manages and provides consulting services to casinos, gaming facilities and related amenities. Southwest owns and operates the Gold Rush Hotel and Casino and Gold Digger's Casino in Cripple Creek, Colorado. Southwest owns a 50 percent membership interest in North Metro Harness Initiative, LLC, which operates Running Aces Harness Park in Columbus, Minnesota on the north side of the Twin Cities Metropolitan Area. Southwest's corporate offices are located at 2001 Killebrew Drive, Suite 350, Minneapolis, Minnesota 55425.
yah its a crazy otcworld thats fer sure.
What's funny is that this play is still underfollowed yet it's legit. It seems like everyone wants to buy the scam companies, but the legit plays like this one go unnoticed, eventually people catch on, but it just never makes sense to me, why isn't everyone all over the legit plays leaving the scams untouched???IMO
Wasn't life nice when the hardest thing you had to do was chase an icecream truck :)
right on no prob and agreed.I think the card room opens in a few weeks and that will be the tracks BREAD and BUTTER for dang sure imo.Canterbury Downs started the same way with a horsetrack then gaming tables poker etc and their stock took off bigtime and so did company earnnings.I think with the track and the new resort/casinos they working with real money hasnt even began to be flowing for the company yet. Not to mention bad economy and gaming stocks not doin soo hot lately for the most part.Anyways yah I still believe in my original target of 3-5 bucks and may be possible if all goes well from here when card room opens etc.DF
Thanks again, looking forward to seeing the numbers from the new casino after the card room opens. I guess it might take some time before they see profits, as it just opened, but my guess is where there is gambling there is money to be made.IMO
NICEEEEEEEEEEEEEEEEE!
News out today>>Southwest Casino Corporation to Manage Dominican Republic Casino for Palace Resorts
Jun 26, 2008 8:07:00 AM
Copyright Business Wire 2008
View Additional ProfilesMINNEAPOLIS--(BUSINESS WIRE)--
Southwest Casino Corporation (OTCBB:SWCC) announced today that it has entered into an agreement with a subsidiary of Palace Resorts to manage the casino at the Moon Palace Casino, Golf and Spa Resort in Punta Cana, Dominican Republic. The casino will be part of a 1700-room, all-inclusive luxury resort that Palace Resorts is constructing on the far eastern tip of the Dominican Republic. Palace Resorts plans to open the Moon Palace Casino, Golf and Spa Resort in Fall 2008. Southwest has been consulting with Palace Resorts on the design, development and operation of the casino since September 2007.
Under the new agreement, Southwest will continue to assist Palace Resorts in all phases of design, game selection, training and equipping the casino as a consultant and then manage the casino for five years after it opens in late 2008 or early 2009. As manager, Southwest will be responsible for all aspects of casino operations and will work with Palace Resorts to market the casino and the resort as a gaming destination. Southwest receives a monthly fee as a consultant and will receive management fees equal to 5 percent of net casino income after the casino opens, subject to a minimum monthly fee.
"We are excited to announce this extension of our relationship with Palace Resorts. We have enjoyed working with them as consultants and know that their world-class, luxury resorts match our model for a premier casino offering world-class customer service to its patrons," said Jim Druck, Southwest's CEO. "We appreciate the chance to help them develop this facility as consultants and look forward to the opportunity and challenges as manager of bringing our joint vision of an elegant, full-service Caribbean casino to reality at the Moon Palace in Punta Cana."
About Southwest Casino Corporation
Southwest Casino Corporation develops, owns, operates, manages and provides consulting services to casinos, gaming facilities and related amenities. Southwest owns and operates the Gold Rush Hotel and Casino and Gold Digger's Casino in Cripple Creek, Colorado. In addition, Southwest owns a 50 percent membership interest in North Metro Harness Initiative, LLC, which owns and operates Running Aces Harness Park in Columbus, Minnesota. Southwest's corporate offices are located at 2001 Killebrew Drive, Suite 350, Minneapolis, Minnesota 55425.
again,the filing for propectus shares was in march and transactions and sales began after that was filed.I think recent news sayin priv placement was complete and these recent filings the last of um that hit or are hitting imo..
Also been keepin an eye on os and no changes last few weeks but there was months ago imo.DF
"Luck is a matter of preparation meeting opportunity."
My Ihub board link:
#board-5966
How could lots of them already have been sold, the filing and transaction date were just a few days ago?
lots of um were thats why been watchin mms close on bid and ask..and if there was more pps wouldnt be at .80s-.90s imo either that or buyers outweighing any shares that have been hitting.
"Luck is a matter of preparation meeting opportunity."
My Ihub board link:
#board-5966
Look at March 13th filing of prospectus...
PROSPECTUS SUPPLEMENT NO. 4
Filed Pursuant to Rule 424(b)(3)
(to Prospectus Dated May 14, 2007)
File No. 333-140934
Southwest Casino Corporation
12,663,389 Shares
Of
Common Stock
--------------------------------------------------------------------------------
This Prospectus Supplement No. 4 to Form SB-2 supplements the prospectus dated May 14, 2007 relating to the 12,663,389 shares of common stock of Southwest Casino Corporation that may be offered for sale for the account of several stockholders of Southwest Casino Corporation, their respective pledgees, assignees or successors-in-interest, as stated under the heading “Plan of Distribution” in the original prospectus.
This Prospectus Supplement No. 4 is being filed to update the original prospectus with respect to developments in Southwest Casino Corporation’s business that have occurred since the date of the original prospectus and to include in the prospectus Southwest Casino Corporation’s Current Report on Form 8-K filed March 13, 2008. This Prospectus Supplement No. 4 is not complete without, and may not be delivered or utilized except in connection with, the original prospectus, as previously supplemented. This Prospectus Supplement No. 4 is qualified by reference to the original prospectus, except to the extent that the information contained in this Prospectus Supplement No. 4 supersedes the information contained in the original prospectus as previously supplemented.
Recent Developments
Attached to this Prospectus Supplement No. 4 and incorporated by reference in it is the Current Report on Form 8-K of Southwest Casino Corporation filed with the Securities and Exchange Commission on March 13, 2008.
--------------------------------------------------------------------------------
The common stock offered involves a high degree of risk. We refer you to “Risk Factors,” beginning on page 3 of the original prospectus.
--------------------------------------------------------------------------------
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus Supplement No. 3 is truthful or complete. Any representation to the contrary is a criminal offense.
--------------------------------------------------------------------------------
The date of this Prospectus Supplement No. 4 is March 13, 2008
--------------------------------------------------------------------------------
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 7, 2008
SOUTHWEST CASINO CORPORATION
(Exact name of registrant as specified in its charter)
Nevada
000-50572
87-0686721
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
2001 Killebrew Drive, Suite 350, Minneapolis, MN
55425
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code 952-853-9990
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below)
o Written communication 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 CFT 240.13e-4(c))
--------------------------------------------------------------------------------
Item 1.01 Entry into a Material Definitive Agreement
On March 7, 2008, Southwest Casino and Hotel Corp. (“Southwest Casino & Hotel”), a wholly owned subsidiary of Southwest Casino Corporation, entered into a series of eight promissory notes with Crown Bank of Minneapolis, Minnesota. Under the promissory notes, Crown Bank loaned Southwest Casino & Hotel an aggregate $1.55 million. Each of the Notes accrues interest at a floating rate of prime plus 1.5 percent (currently 7.5%), with a minimum interest rate of 7.0 percent. Under the Notes, Southwest Casino & Hotel will make monthly payments of interest only from April 11, 2008 to January 11, 2009. Beginning February 11, 2009, Southwest Casino & Hotel will repay the outstanding principal balance and accrued interest in 12 equal monthly installments with the final payment due January 11, 2010. Southwest Casino & Hotel may prepay any outstanding amounts under the Notes at any time without premium or penalty.
Each of the eight promissory notes is co-signed by a shareholder of Southwest Casino Corporation. Each of these co-signers is fully obligated to Crown Bank and individually liable for the principal amount and any accrued and unpaid interest and costs outstanding under the co-signed note. As a condition to entering into the Notes, Crown Bank required each of James Druck, Chief Executive Officer, Thomas Fox, President and Chief Operating Officer, and Jeffrey Halpern, Vice President of Government Affairs of Southwest Casino Corporation to increase their previously existing $150,000 personal guarantees of Southwest Casino & Hotel’s outstanding $450,000 line of credit to $250,000 and extend those guarantees to cover both the line of credit and the eight promissory notes through their respective repayment terms.
The promissory notes contain customary events of default, including, without limitation, payment defaults, insolvency or bankruptcy, death or incompetency of a co-signer, business termination, misrepresentation, monetary judgment defaults and other material changes.
In consideration of co-signing the promissory notes, on March 10, 2008 Southwest Casino Corporation issued five-year fully exercisable warrants to purchase an aggregate of 2,300,000 shares of its common stock at an exercise price of $0.39 per share to the shareholder co-signers. Each co-signer received a warrant to purchase one share of Southwest Casino Corporation common stock for each $1.00 in principal amount of the promissory note co-signed by that shareholder. In consideration of the increase in the amount and extension of the term of their respective guarantees, Mr. Druck, Mr. Fox and Mr. Halpern each received warrants to purchase one share of Southwest Casino Corporation common stock for each $1.00 of guarantee, or 250,000 shares. The $0.39 per share exercise price of these warrants represented the average closing market price of one share of Southwest Casino Corporation’s common stock over the 5 trading days preceding the closing of the loan. Warrant holders also received the right to have the shares of Southwest Casino Corporation common stock purchasable upon exercise of their warrants included in any registration statement that Southwest Casino Corporation may file in the future (“piggy-back rights”) under the terms of a separate Registration Rights Agreement.
In further consideration of co-signing the promissory notes, Southwest Casino Corporation also entered into a Pledge Agreement with the co-signers and guarantors under which it pledged its shares of Southwest Casino and Hotel Corp. to the co-signers and guarantors to secure any liabilities or obligations they may occur under the promissory notes. The co-signers’ and guarantors’ right to recovery under the Pledge Agreement is limited to the actual costs paid by the co-signers or guarantors and subject to a prior security interest in the membership interests of North Metro Harness Initiative, LLC owned by Southwest Casino & Hotel, as well as the terms of the North Metro Harness Initiative, LLC Member Control Agreement.
Southwest Casino Corporation, the co-signers, and Messrs. Druck, Fox and Halpern also entered into a Contribution Agreement dated March 7, 2008. Under the Contribution Agreement, Southwest Casino
2
--------------------------------------------------------------------------------
Corporation agreed to reimburse to any co-signer or guarantor any amount paid in connection with the promissory notes for reason other than Southwest’s inability to pay. If Southwest is unable to repay the notes, each of the co-signers and Mr. Druck, Mr. Fox and Mr. Halpern agreed in the Contribution Agreement to indemnify each other so that any payments made by co-signers or guarantors will be made in proportion to the original principal amount of the promissory note co-signed or personal guarantee given to the total amount of all promissory notes and loan guarantees.
Southwest Casino & Hotel intends to use the proceeds from the loan transaction for general working capital, including additional membership contributions to North Metro Harness Initiative, LLC if required under the terms of the construction financing for that facility or agreed to between the members of North Metro Harness Initiative. Southwest has reserved from the proceeds of the loan $97,000, which Southwest estimates based on the current interest rate is the amount of the interest-only payments due under the notes through January 11, 2009, to make those interest payments.
The descriptions of the Promissory Notes, Pledge Agreement, Contribution Agreement, Personal Guaranties of Mr. Druck, Mr. Fox and Mr. Halpern, the Warrants and the Registration Rights Agreement above are qualified in their entirety by reference to the Form of Promissory Note, Pledge Agreement, Contribution Agreement, form of Personal Guaranty by Mr. Druck, Mr. Fox and Mr. Halpern, form of Warrant and form of Registration Rights Agreement filed as Exhibits 10.1, 10.2, 10.3, 10.4, 4.1 and 4.2 respectively, to this Current Report on Form 8-K and are incorporated in this Form 8-K by this reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
See the disclosure under Item 1.01 of this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities
See the disclosure under Item 1.01 of this Current Report on Form 8-K.
The warrants issued to the shareholders who co-signed the promissory notes totaling $1.55 million described above under Item 1.01 of this Current Report on Form 8-K were issued by Southwest Casino Corporation in reliance upon exemptions from the registration requirements under the Securities Act of 1933, as amended, including Regulation D and Section 4(2), and applicable state securities laws. With regard to the reliance upon the exemptions under Regulation D and Section 4(2) under the Securities Act, Southwest Casino Corporation made certain inquiries of the shareholder guarantors to establish that the issuance of the warrants qualified for these exemptions from the registration requirements. No underwriting commissions or discounts were paid with respect to the issuance of the Warrants.
3
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Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
Exhibit No.
Description
Method of Filing
4.1
Form of Warrant issued March 10, 2008 issued by Southwest Casino Corporation
Filed herewith
4.2
Form of Registration Rights Agreement dated March 10, 2008 between Southwest Casino Corporation and warrantholders
Filed herewith
10.1
Form of Promissory Note among Southwest Casino & Hotel Corp., Crown Bank N.A. and co-signers entered into March 7, 2008.
Filed herewith
10.2
Contribution Agreement among Southwest Casino & Hotel Corp., co-signers and guarantors dated March 7, 2008.
Filed herewith
10.3
Stock Pledge Agreement dated March 7, 2008 among Southwest Casino Corporation, co-signers and guarantors.
Filed herewith
10.4
Form of Amended and Restated Personal Guaranty by James Druck, Thomas Fox and Jeffrey Halpern, officers of Southwest Casino Corporation, dated March 7, 2008 for the benefit of Crown Bank
Filed herewith
--------------------------------------------------------------------------------
* Pursuant to Item 601(b)(2) of Regulation S-B, the registrant agrees to furnish, supplementally, a copy of any exhibit or schedule omitted from any as filed exhibit to this report to the Securities and Exchange Commission upon request.
4
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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.
SOUTHWEST CASINO CORPORATION
Date: March 13, 2008
By:
/s/ Thomas E. Fox
Name:
Thomas E. Fox
Title:
President
5
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SOUTHWEST CASINO CORPORATION
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX
Exhibit No.
Description
Method of Filing
4.1
Form of Warrant issued March 10, 2008 issued by Southwest Casino Corporation
Filed herewith
4.2
Form of Registration Rights Agreement dated March 10, 2008 between Southwest Casino Corporation and warrantholders
Filed herewith
10.1
Form of Promissory Note among Southwest Casino & Hotel Corp., Crown Bank N.A. and co-signers entered into March 7, 2008.
Filed herewith
10.2
Contribution Agreement among Southwest Casino & Hotel Corp., co-signers and guarantors dated March 7, 2008.
Filed herewith
10.3
Stock Pledge Agreement dated March 7, 2008 among Southwest Casino Corporation, co-signers and guarantors.
Filed herewith
10.4
Form of Amended and Restated Personal Guaranty by James Druck, Thomas Fox and Jeffrey Halpern, officers of Southwest Casino Corporation, dated March 7, 2008 for the benefit of Crown Bank
Filed herewith
--------------------------------------------------------------------------------
* Pursuant to Item 601(b)(2) of Regulation S-B, the registrant agrees to furnish, supplementally, a copy of any exhibit or schedule omitted from any as filed exhibit to this report to the Securities and Exchange Commission upon request.
6
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Exhibit 4.1
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASED UPON EXERCISE OF THIS WARRANT MAY BE TRANSFERRED WITHOUT (I) THE OPINION OF COUNSEL SATISFACTORY TO SOUTHWEST CASINO CORPORATION THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE FEDERAL SECURITIES ACT OF 1933 AND APPLICABLE STATE LAW; OR (II) SUCH REGISTRATION. IN ADDITION, THE UNDERLYING SHARES OF COMMON STOCK ARE SUBJECT TO RESTRICTION AND RIGHTS OF REDEMPTION CONTAINED IN THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME.
SOUTHWEST CASINO CORPORATION
WARRANT TO PURCHASE SHARES OF COMMON STOCK
Void after 4:00 p.m., Minneapolis, Minnesota time on March 9, 2013
This warrant (“Warrant”) certifies that (“Holder”), is entitled to purchase, subject to fulfillment of the terms and conditions in this Warrant (including, to the extent required, the approval of all state and federal regulatory authorities having jurisdiction over Southwest Casino Corporation (the “Company”)), from the Company at any time before 4:00 p.m. Minneapolis time on March 9, 2013 (the “Exercise Period”), shares of Common Stock of the Company (“Common Stock”) at the purchase price of $0.39 per share. The number of shares of Common Stock Holder will receive upon exercise of this Warrant and the price to be paid for a share of Common Stock may be adjusted from time to time as stated in this Warrant. The shares of Common Stock deliverable upon exercise of this Warrant are sometimes referred to as “Warrant Shares” and the purchase price of each share of Common Stock under this Warrant is sometimes referred to as the “Exercise Price.” The term “Warrant” as used in this Warrant includes any warrants issued in exchange for, substitution for, and replacement of this Warrant or into which this Warrant may be divided or exchanged.
Section 1. Exercise of Warrant. Subject to the provisions of this Warrant (including, but not limited to, the approval of all state and federal regulatory authorities that have jurisdiction over the Company), this Warrant may be exercised at any time by the presentation and surrender to the Company of this Warrant with (1) the Purchase Form attached as Exhibit A, duly executed by the Holder, and (2) payment, in cash, by wire transfer to an account of the Company, or by certified or official bank check payable to the order of the Company, of the Exercise Price payable for the Warrant Shares being purchased (payment must include all applicable federal and state taxes). If the Holder purchases less than all of the Warrant Shares, the Company will execute and deliver to the Holder a new Warrant evidencing the right of the Holder to purchase the balance of the shares purchasable under the Warrant Shares on the terms provided in this Warrant.
As soon as practicable after the exercise of this Warrant and payment of the Exercise Price, the Company will cause to be issued in the name of and delivered to the Holder, or as the Holder may direct, a certificate or certificates representing the number of Warrant Shares purchased. The Company may require that the certificate or certificates contain a legend substantially as follows:
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“The securities represented by this certificate (i) have not been registered under the Securities Act of 1933, as amended, or any state securities laws; (ii) may not be sold, offered for sale, or transferred in the absence of either an effective registration under the Securities Act of 1933, as amended, and under the applicable state securities laws, or an opinion of counsel for the Company that such transaction is exempt from registration under the Securities Act of 1933, as amended, and under the applicable state securities laws; and (iii) a holder of the securities will be required to comply with all federal and state rules and regulations regarding gaming operations applicable to the Company and its subsidiaries and may be required to sell the securities to the Company or otherwise dispose of the securities if continued ownership of the securities by the holder may result in a violation of applicable rules or regulations or the disapproval, modification, loss or non-renewal of any contract or license or other consent or approval related to the gaming operations of the Company or any subsidiary of the Company.”
Section 2. Reservation of Shares. The Company agrees that, at all times until the expiration of this Warrant, it will reserve for issuance and delivery upon exercise of this Warrant the number of shares of its Common Stock required for issuance or delivery upon exercise of this Warrant.
Section 3. Assignment or Loss of Warrant. This Warrant is issued subject to the following terms, conditions, and limitations:
3.1 Assignment/Transfer of Warrant. This Warrant is not assignable or transferable unless accompanied by a favorable opinion of counsel satisfactory to the Company, as stated in Section 6 of this Warrant; except that it may be transferred according to the terms of the will of the Holder, or the law of intestate succession, upon the death of the Holder. Any assignment must be made by surrender of this Warrant to the Company with a Form of Assignment acceptable to the Company and duly executed and with funds sufficient to pay any transfer tax; whereupon the Company, without charge, will execute and deliver a new warrant in the name of the assignee named in the instrument of assignment and this Warrant will be promptly canceled.
3.2 Loss of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant if mutilated, the Company will execute and deliver a new Warrant of like tenor and date to the Holder or such Holder’s designee.
Section 4. Rights of the Holder. The Holder, by virtue of this Warrant, is not entitled to any rights of a stockholder in the Company, either at law or in equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent stated in this Warrant.
Section 5. Registration Rights. The shares of Common Stock issuable upon exercise of this Warrant are subject to the registration rights stated in the separate Registration Rights Agreement between the Company and the Holder dated the same date as this Warrant.
Section 6. Anti-Dilution Provisions.
6.1 Issuance of Dividends and/or Stock Splits. If, before this Warrant is exercised or expires, the Company declares and issues any shares of its Common Stock as a stock dividend or subdivides the number of outstanding shares of its Common Stock into a greater number of shares, the
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then applicable Exercise Price will be proportionately reduced and the number of shares then purchasable under this Warrant will be proportionately increased. Conversely, if the Company reduces the number of outstanding shares of Common Stock by combining shares into a smaller number of shares (e.g. reverse stock split), the then applicable Exercise Price will be proportionately increased and the number of shares of Common Stock then purchasable under this Warrant will be proportionately decreased. Any dividend paid or distributed upon the Common Stock in securities convertible into shares of Common Stock will be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon the conversion of such convertible security.
6.2 Fractional Shares. No fractional shares or script representing fractional shares of Common Stock will be issued upon the exercise of this Warrant. With respect to any fraction of a share called for upon any exercise of this Warrant, the Company will pay to the Holder an amount in cash equal to that fraction multiplied by the market value of a full share of Common Stock on the day of exercise, as determined in good faith by the Company.
6.3 Reclassification, Reorganization or Merger. In case of any reclassification, capital reorganization, or other change of outstanding shares of Common Stock of the Company (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which the Company is the continuing corporation and which does not result in any reclassification, capital reorganization, or other change of outstanding shares of Common Stock), or in case of any sale or conveyance of all or substantially all of the assets of the Company to another corporation, the Company shall cause effective provision to be made so that the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of stock and other securities and property receivable upon that reclassification, capital reorganization, or other change, consolidation, merger, sale or conveyance as may be issued or payable with respect to or in exchange for the number of shares of Common Stock of the Company purchasable upon the exercise of this Warrant had that recapitalization, capital reorganization, or other change, consolidation, merger, sale or conveyance not taken place. Any such provisions shall include provision for adjustments, which shall be as nearly equivalent, as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section 5 will similarly apply to successive reclassifications, capital reorganizations, changes of shares of Common Stock, and to successive consolidations, mergers, sales or conveyances.
Section 7. Transfer to Comply With the Securities Act. This Warrant and the Warrant Shares or any other security issued or issuable upon exercise of this Warrant may not be transferred without (i) the opinion of counsel satisfactory to the Company that such transfer may lawfully be made without registration under the Federal Securities Act of 1933, as amended (the “Securities Act”), and applicable state law; or (ii) such registration. Each certificate representing Warrant Shares or other securities issued upon exercise of this Warrant may bear a legend substantially as set forth in Section 1 above.
Section 8. Representations and Warranties of Holder. The Holder represents and warrants to the Company the following:
8.1 Holder is an “Accredited Investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Act”).
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8.2 As a sophisticated investor, the Holder has such knowledge and experience in financial business matters that the Holder is capable of evaluating the merits and risks of the prospective investment in the Warrant and the Warrant Shares.
8.3 The Holder recognizes that an investment in the Warrant and the Warrant Shares of Common Stock involves a high degree of risk, that transferability and resale is restricted and that the Holder could sustain a loss of Holder’s entire investment the Warrant and the Warrant Shares.
8.4 In connection with the acquisition of the Warrant, the Holder represents and warrants that the Holder intends to acquire the Warrant and the Warrant Shares for investment purposes and not with a view to or for resale in connection with any distribution of the Warrant or the Warrant Shares, and agrees that the Holder will not sell or assign the Warrant or the Warrant Shares without registration under all applicable securities laws or appropriate exemption from applicable registration requirements. The Holder understands and acknowledges that neither the Warrant nor the Warrant Shares have been registered under the Securities Act nor applicable state securities laws and therefore will not be freely transferable. The Holder also understands and acknowledges that the Company is under no obligation to register the Warrant or the Warrant Shares.
Section 9. Survival of Representations and Warranties. The representations and warranties set forth in Section 6 above will survive the exercise of the Warrant.
Section 10. Applicable Law. This Warrant is governed by and must be construed in accordance with the laws of the State of Minnesota.
IN WITNESS WHEREOF, this Warrant has been duly executed by the undersigned as of March 10, 2008.
SOUTHWEST CASINO CORPORATION
By:
Its:
Accepted and agreed to:
Holder
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EXHIBIT A
PURCHASE FORM
To be signed upon exercise of Warrant.
The undersigned, the Holder of the attached Warrant (the “Warrant”), irrevocably elects to exercise the purchase right represented by the Warrant for, and to purchase under the Warrant, of the shares of Common Stock of Southwest Casino Corporation (the “Company”) to which the Warrant relates and makes payment of $ ($ per share) for those shares in cash or by certified check, which payment is included with this Purchase Form. The undersigned requests that a certificate representing the shares purchased be delivered to the undersigned at the address stated below:
(a) The shares of common stock purchasable upon exercise of the attached Warrant (the “Warrant Shares”) have not been registered under the Securities Act of 1933, as amended (the “Act”) or applicable state securities laws and are being issued by the Company under exemptions from such registration requirements. Neither the Securities and Exchange Commission nor any state securities division has made an independent determination that the Securities are exempt from registration. Any representation to the contrary is a criminal offense.
(b) The Warrant Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Company’s Articles of Incorporation and Bylaws, the Act and the applicable state laws, pursuant to registration or exemption therefrom, and, if applicable, upon receipt of the prior written approval of the Colorado Limited Gaming Control Commission, South Dakota Commission on Gaming and such other state regulatory authorities as may have jurisdiction.
(c) The undersigned Holder represents, warrants, and agrees that (i) the Company has made no representations as to the value of the Warrant Shares; (ii) the Holder has been provided with the opportunity to ask such information of the Company’s management and to obtain such information regarding the Company, its business and affairs as the Holder deems necessary or appropriate in determining to accept the Securities under the terms and conditions of this Agreement; (iii) the Holder is accepting the Warrant Shares for Holder’s own account, for long-term investment and without the intention of reselling or redistributing the Warrant Shares, (iv) the Company has no obligation to register the Warrant Shares; and (v) any transfer of the Warrant Shares is restricted by applicable state and federal securities laws and will be further restricted by a restrictive legend placed on the certificate(s) representing the Warrant Shares.
Dated:
(Signature)
Address:
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EXHIBIT 4.2
REGISTRATION RIGHTS AGREEMENT
SOUTHWEST CASINO CORPORATION, a Minnesota corporation (“Southwest”), and (“Investor”) enter into this Registration Rights Agreement (“Agreement”) effective March 10, 2008 (Investor and each other Investor listed on Schedule 1 to this Agreement are referred to collectively as the “Investors”).
BACKGROUND
A. Southwest and Investor have entered into a Subscription Agreement and Letter of Investment Intent (the “Subscription Agreement”), under which Investor has subscribed to purchase warrants (the “Warrants”) to acquire shares of Southwest common stock, par value $0.001 (the “Common Stock”) by co-signing with Southwest a promissory note for a bank loan to Southwest.
B. As a condition to the obligations of the Investors under the Subscription Agreement, Southwest has agreed to grant the registration rights with respect to the shares of Common Stock issuable upon exercise of the Warrants on the terms and conditions stated in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Southwest and the Holders hereby agree as follows.
Section 1. Definitions. The following terms have the following meanings in this Agreement:
1.1 “Holders” means the (a) the Investors, each of whom is a party to this Agreement, and (b) any subsequent legal or beneficial owner of the Warrants or shares of Common Stock issued upon exercise of the Warrants, who has become a party to this Agreement in accordance with Section 11.9 of this Agreement.
1.2 “Person” means an individual, partnership, limited partnership, corporation, business trust, limited liability company, association, joint stock company, trust, unincorporated organization, joint venture or other entity of whatever nature.
1.3 “Registrable Common” means (a) any shares of Common Stock issued or issuable upon exercise of the Warrants, and (b) any share of Common Stock issued as a dividend, stock split, reclassification, recapitalization or other distribution with respect to or in exchange for or replacement of the Warrants or any shares of Common Stock issuable upon exercise of the Warrants. Registrable Common does not include shares of Common Stock (x) that have been effectively registered under the Securities Act and sold by a Holder in accordance with that registration, (y) that have been sold by a Holder under Rule 144, or (z) for which registration under the Securities Act is no longer required for the immediate public distribution of as a result of the provisions of Rule 144.
1.4 “Register,” “registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and the declaration or ordering of the effectiveness of that registration statement.
1.5 “Rule 144” means Rule 144 promulgated by the Commission under the Securities Act, as the rule may be amended from time to time, or any successor to Rule 144.
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1.6 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated from time to time under the Securities Act.
Section 2. Registration Rights.
2.1 If Southwest determines to prepare and file a registration statement under the Securities Act (other than a registration on a Form S-8 or similar form, or a registration on a form that does not permit the inclusion of shares by its security holders), then Southwest must give written notice of its determination to all record Holders of Registrable Common (a “Participation Notice”) at least 30 days before filing that registration statement. Upon the written request of a Holder of Registrable Common given within 15 days after receipt of a Participation Notice, Southwest will, except as provided in this Agreement, include in that registration statement all shares of Registrable Common for which a Holder requests registration. If any registration under this Section 2.1 is underwritten in whole or in part, Southwest may require that the Registrable Common requested for inclusion in the registration statement under this Section 2.1 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters.
2.2 Nothing in this Agreement prevents Southwest from, at any time, abandoning or delaying any registration Southwest initiates. Southwest must bear all expenses related to the abandonment or delay of a registration.
2.3 If, in the judgment of Southwest’s managing underwriter of an underwritten registration, the inclusion of any or all of the Registrable Common requested for inclusion in the registration under this Section 2 would interfere with the successful marketing of the shares of Common Stock offered by Southwest or would negatively impact the trading market of the Common Stock, then the number of Registrable Common included in the registration under this Section 2 may be reduced pro rata (by number of shares) among the Holders and any other shareholder with pari passu registration rights requesting inclusion in the registration, or eliminated completely.
2.4 The right of any Holder to include Registrable Common in any underwritten registration under this Agreement is conditioned upon Holder’s full participation in the underwriting and the inclusion of Holder’s Registrable Common in the underwriting. All Holders proposing to distribute their securities through the underwriting must (together with Southwest and any other selling shareholders) enter into an underwriting agreement in customary form with the underwriter or underwriters selected.
2.5 Southwest is not obligated to effect or take any action to effect, any registration under Section 2.1 more than 2 times.
2.6 Nothing in this Agreement restricts Southwest from, at any time, granting registration rights on the same or different terms to any other holder or acquirer of Southwest securities.
Section 3. Registration Procedures. Subject to the terms of this Agreement, if Southwest is required by the terms of this Agreement to include shares of Registrable Common in a registration under the Securities Act, Southwest will do the following:
3.1 Filing. Prepare and file with the United States Securities and Exchange Commission (the “Commission”) a registration statement that includes the shares of Registrable Common to be included in the registration in accordance with Section 2, and use its commercially reasonable efforts to cause the registration statement to become and remain effective for a period as may be reasonably necessary to effect the sale of such securities, not to exceed 6 months;
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3.2 Period of Effectiveness. Prepare and file with the Commission any amendments to the registration statement or supplements to the prospectus in the registration statement that may be necessary to keep the registration statement effective for a period as may be reasonably necessary to effect the sale of the Registrable Common, not to exceed 6 months;
3.3 Copies. Furnish to the Holders participating in the registration and to the underwriters of the securities being registered a reasonable number of copies of the registration statement, preliminary prospectus, formal prospectus and other documents as the Holders and underwriters may reasonably request in order to facilitate the public offering of the Regsitrable Common included in the registration;
3.4 Blue Sky. Use its commercially reasonable efforts to register or qualify the Registrable Common covered by the registration statement under the state securities or blue sky laws of those jurisdictions that participating Holders reasonably request in writing within 20 days after the original filing of the registration statement, except that Southwest will not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction where it is not so qualified;
3.5 Notification. Notify the Holders participating in the registration, promptly after Southwest receives notice, of the time when the registration statement becomes effective or a supplement to any prospectus forming a part of the registration statement has been filed;
3.6 Amendment Notice. Notify the Holders participating in the registration promptly of any request by the Commission for the amending or supplementing of the registration statement or prospectus or for additional information;
3.7 Update. Prepare and promptly file with the Commission and promptly notify the Holders of the filing of any amendment or supplement to the registration statement or prospectus as necessary to correct any statements or omissions if, at the time when a prospectus relating to the securities is required to be delivered under the Securities Act, any event has occurred that causes the prospectus or any other prospectus then in effect to include an untrue statement of a material fact or omit to state any material fact necessary to make the statements in the prospectus, in light of the circumstances in which they were made, not misleading;
3.8 Stop Orders. Advise the Holders participating in the registration, promptly after Southwest receives notice or otherwise becomes aware, of the issuance of any stop order by the Commission suspending the effectiveness of the registration statement or the initiation or threatening of any proceeding for that purpose. Southwest must then promptly use its best efforts to prevent the issuance of any stop order or to obtain the withdrawal of any stop order that has been issued; and
3.9 Compliance Issues. Southwest must provide to Holders participating in the registration a copy of any amendment or supplement at least 2 business days before filing. Southwest must not file any amendment or supplement to the registration statement or prospectus to which a majority in interest of the Holders participating in the registration have reasonably objected on the grounds that the amendment or supplement does not comply in all material respects with the requirements of the Securities Act unless, in the opinion of counsel for Southwest, the filing of the amendment or supplement is reasonably necessary to protect Southwest from any liabilities under any applicable federal or state law and the filing will not violate applicable law.
Section 4. Furnish Information. It is a condition precedent to the obligations of Southwest to include any Holders shares of Registrable Common in a registration that the Holder must furnish to
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Southwest any information regarding itself, the Registrable Common held by the Holder, and the intended method of disposition of the Registrable Common as required to effect the registration of the Holder’s Registrable Common.
Section 5. Expenses. With respect to the inclusion of Registrable Common in a registration as requested under Section 2.1 of this Agreement (except as otherwise provided in Section 2), Southwest will bear the following fees, costs and expenses: all registration, filing and NASD (or exchange) fees, printing expenses, fees and disbursements of counsel and accountants for Southwest, fees and disbursements of counsel for the underwriter or underwriters of the securities included in the registration (if Southwest or selling security Holders are required to bear these fees and disbursements), all internal Company expenses, all legal fees and disbursements and other expenses of complying with state securities or blue sky laws of any jurisdictions in which the securities to be offered are to be registered or qualified, and the premiums and other costs of policies of insurance against liability (if any) arising out of the public offering. All fees and disbursements of any legal counsel, accountants or advisors for the selling security Holders, underwriting discounts and commissions and transfer taxes relating to the shares included in the offering by the selling security Holders, and any other expenses incurred by the selling security Holders not expressly included above, must be borne by the selling security Holders.
Section 6. Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Agreement.
Section 7. Indemnification. In the event that any Registrable Common is included in a registration statement in accordance with Section 2 of this Agreement:
7.1 Indemnification by Company. To the fullest extent permitted by law, Southwest will indemnify and hold harmless each Holder of Registrable Common that is included in a registration statement under the provisions of this Agreement, the Holder’s directors, officers, partners, shareholders and legal counsel and any underwriter (as defined in the Securities Act) for the Holder and each Person, if any, who controls the Holder or the underwriter within the meaning of the Securities Act, from and against, and will reimburse the Holder and the underwriter and controlling Person with respect to, any and all loss, damage, claims or liability (collectively, “Losses”), joint or several, to which any of them may become subject under the Securities Act, state securities laws or otherwise, and Southwest will pay to each Holder, director, officer, partner, shareholder, legal counsel, underwriter or controlling person any legal or other costs or expenses reasonably incurred by that person in connection with investigating or defending any Loss, insofar as the Losses are caused by any untrue or alleged untrue statement of any material fact in the registration statement, any prospectus in the registration statement or any amendment or supplement to the registration statement, or arise out of or are based upon the omission or the alleged omission to state in the registration statement a material fact required to be stated in the registration statement or necessary to make the statements in the registration statement, in light of the circumstances in which they were made, not misleading; provided, however, that Southwest will not be liable to the extent that any Loss arises out of or is based
oh, okay, same one I've been hearing about for months, LOL, you guys have been acting like the shares were sold a long time ago.
Wasn't life nice when the hardest thing you had to do was chase an icecream truck :)
they talked about it months ago..eom
It just occured on June 17th, and came out in a 8k on 6/23
yup we all knew they were doin a placement and was PRed...still pps moved up from lows .30s to round here and shares eaten up along the way so i think they went about it perfectly.Still may be some left to hit but always seems to be a buyer for um..and sometimes even moreso.DF
"Luck is a matter of preparation meeting opportunity."
My Ihub board link:
#board-5966
They just had a filing that said they sold a bunch of shares at 65c.
Lookin' GOOD!!
.94s hit HOD..goin for bucker break today?eom
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Southwest Casino Corp.
Ticker:SWCC
OS:27,286,443 as of May 8, 2007
New site!! http://runningacesharness.com/
NEW PICS of RUNNING ACES opening soon!
http://runningacesharness.com/construction/dec_2007.php
http://www.swcasino.com/index.html
The Gold Rush Casino is all fun and games. Located in a historic mining town, we’re its known as “The Cornerstone of Cripple Creek”. We offer the finest full-service casino and hotel, the friendliest staff and our Palladium is the city’s only outdoor concert venue.
With all the entertainment and excitement we offer, 400 slot machines, table games, Blackjack and Let it Ride, it’s clear why our players keep coming back again and again
209 E. Bennet Avenue
Cripple Creek, CO 80813
1-800-235-8239
http://www.luckystarcasino.org/
Lucky Star Casino has all the games you know and love to play. From the newest to the classic games, choose from over 900 Vegas-styled themed games inside 40,000 square feet of casino fun and excitement. Poker your game?... How 'bout Omaha High, Texas Hold'em, 3-Card and 4-Card Poker at the Lucky Star Poker Room.
Lucky Star is at the forefront of offering the hottest and latest games to its guests and players. Lucky Star Casino-We’ve Got Your Game!
7777 N. Highway 81
Concho, OK 73022
(405) 262-7612
http://www.luckystarcasino.org/clinton.html
The Lucky Star Casino now offers adult gaming at the Lucky Star Casino-Clinton. We have 13,000 sq. ft of entertainment and fun with over 400 Vegas-style themed games offering excellent gaming experiences for our guests and players.
Located just off of I-40 in Clinton, Oklahoma, Lucky Star is the states best gaming entertainment center in western Oklahoma. Feeling Lucky? Come and see us.
New Project
http://www.swcasino.com/new_projects.html
Harness racing is a popular sport around the world, and today more than twenty harness racing tracks operate across this country. Harness racing has a rich history in Minnesota, beginning with the legend of Minnesota's Dan Patch - the greatest racehorse of the 20th century. The North Metro Harness Initiative, LLC aims to bring the harness racing tradition back to Minnesota with a privately-owned and operated harness racing track and entertainment facility in Anoka County. Southwest Casino Corporation owns a 50% membership interest in North Metro.
Exciting News** North Metro will be building a harness race track in the northern Twin Cities suburban area. The groundbreaking ceremony was held at North Metro's harness track and card room site in Columbus, Minnesota on Thursday, January 18, 2007.
2001 Killebrew Dr.
Ste 350
Bloomington, MN 55425
(952) 853-9985
http://northmetroharness.com/
About Southwest Casino Corporation
Southwest Casino Corporation develops, owns, operates, manages and provides consulting services to casinos, gaming facilities and leisure facilities. Southwest owns and operates three casinos, the Gold Rush Hotel and Casino, Gold Digger's Casino and Uncle Sam's Casino in Cripple Creek, Colorado. Southwest also manages the Lucky Star Casino facilities in Concho and Clinton, Oklahoma under a management agreement with the Cheyenne and Arapaho Tribes of Oklahoma and has entered into an agreement, which must be approved by the Chairman of the National Indian Gaming Commission (NIGC), to manage a casino for the Otoe-Missouria Tribe of Indians in Oklahoma. Southwest owns a 50 percent membership interest in North Metro Harness Initiative, LLC, which is building a harness racetrack and 50-table card room in Columbus, Minnesota on the north side of the Twin Cities Metropolitan Area. Our corporate offices are located at 2001 Killebrew Drive, Suite 350, Minneapolis, Minnesota 55425.
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