cnty-20200810x8k
false000091114700009111472020-08-102020-08-10

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): August 10, 2020

CENTURY CASINOS, INC.

(Exact Name of Registrant as specified in its charter)

Delaware

0-22900

84-1271317

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification Number)

455 E. Pikes Peak Ave., Suite 210, Colorado Springs, Colorado

80903

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

719-527-8300

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 Per Share Par Value

CNTY

Nasdaq Capital Market, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


‎

Item 4.01 Changes in Registrant’s Certifying Accountant

(a) On August 10, 2020, Century Casinos, Inc. (the “Registrant”) dismissed its principal independent registered public accounting firm, Deloitte & Touche LLP (the “Former Auditor”).

During the Registrant’s two most recent fiscal years and subsequent interim periods preceding dismissal, the Registrant had no disagreements with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved would have caused the Former Auditor to report the disagreement.

There has been no adverse opinion, disclaimer of opinion, or qualified or modified opinion in the Former Auditor’s report for any of the preceding two years.

The Registrant has requested that the Former Auditor furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of the Former Auditor’s letter dated August 10, 2020 is attached as Exhibit 16.1.

(b) On August 10, 2020, the Registrant engaged Grant Thornton LLP as its independent registered public accounting firm. During the two most recent fiscal years and the interim periods preceding the engagement, the Registrant has not consulted Grant Thornton LLP with respect to the accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant’s consolidated financial statements, or any other matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

 

The decision to change accountants was approved by the Registrant’s Audit Committee and Board of Directors.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

16.1

Letter of Deloitte & Touche LLP, dated August 10, 2020

SIGNATURE

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.

Century Casinos, Inc.

Date: August 10, 2020

By: /s/ Margaret Stapleton

Margaret Stapleton

Chief Financial Officer

 Exhibit 161

Exhibit 16.1

[LETTERHEAD OF DELOITTE & TOUCHE LLP]

August 10, 2020



Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561

Dear Sirs/Madams:

We have read Item 4.01 of Century Casino, Inc.'s Form 8-K dated August 10, 2020, and we agree with the statements made therein.

Yours truly,



/s/ Deloitte & Touche LLP

v3.20.2
Document and Entity Information
Aug. 10, 2020
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Aug. 10, 2020
Entity Registrant Name CENTURY CASINOS, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 0-22900
Entity Tax Identification Number 84-1271317
Entity Address, Address Line One 455 E. Pikes Peak Ave.
Entity Address, Address Line Two Suite 210
Entity Address, City or Town Colorado Springs
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80903
City Area Code 719
Local Phone Number 527-8300
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 Per Share Par Value
Trading Symbol CNTY
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000911147
Amendment Flag false