Magna Entertainment Corp 8-k (events Or Changes Between Quarterly Reports) 2009-02-24
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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): February 20, 2009
MAGNA ENTERTAINMENT CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-30578 (Commission File Number)
98-0208374 (I.R.S. Employer Identification No.)
337 Magna Drive, Aurora, Ontario, Canada (Address of Principal Executive Offices)
L4G 7K1 (Zip Code)
(905) 726-2462 (Registrant’s Telephone Number, Including Area Code) Not Applicable (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 (see General Instruction A.2. below): 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))
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Item 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On February 20, 2009, the Registrant announced that Mr. Jerry Campbell stepped down as a Director of the Registrant. Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As a result of Mr. Campbell’s resignation, the Registrant is not currently in compliance with the audit committee requirements provided for in Nasdaq Marketplace Rule 4350(d)(2)(A), due to the fact that MEC’s Audit Committee is no longer comprised of at least three independent directors. The Registrant presently has two qualified independent directors on its Audit Committee. The Registrant intends to rely on the cure period provisions of Nasdaq Marketplace Rule 4350(d)(4)(B), under which the Registrant has until the earlier of its next annual shareholders’ meeting or February 20, 2010 to regain compliance with Nasdaq’s audit committee requirements. Item 7.01
Regulation FD Disclosure
On February 20, 2009, the Registrant issued a press release regarding the departure of Jerry Campbell. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The information contained under this item 7.01 (including Exhibit 99.1) shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing. Item 9.01 Exhibit 99.1
Exhibits Copy of Press Release dated February 20, 2009. 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 thereunto duly authorized.
MAGNA ENTERTAINMENT CORP. (Registrant)
February 24, 2009
by:
/S/WILLIAM G. FORD William G. Ford Secretary
2 Exhibit 99.1
Magna Entertainment Corp. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1 Tel (905) 726-2462 Fax (905) 726-2585 MAGNA ENTERTAINMENT CORP. ANNOUNCES RESIGNATION OF DIRECTOR Aurora, ON, February 20, 2009 - Magna Entertainment Corp. (“MEC” or “the Company”) (NASDAQ: MECA; TSX: MEC.A) today announced that Mr. Jerry Campbell, lead director and a member of the Audit Committee, has stepped down as a director of MEC, effective immediately. Frank Stronach, Chairman and Chief Executive Officer of MEC, stated: “On behalf of everyone at MEC, I would like to thank Jerry for his dedication and many years of service.” As a result of Mr. Campbell’s resignation, MEC is not currently in compliance with the audit committee requirements provided for in Nasdaq Marketplace Rule 4350(d), due to the fact that MEC’s Audit Committee is no longer comprised of at least three independent directors. MEC presently has two qualified independent directors on its Audit Committee. MEC intends to rely on the cure period provisions of Nasdaq Marketplace Rule 4350(d)(4), under which MEC has until the earlier of MEC’s next annual shareholders’ meeting or February 20, 2010 to regain
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compliance with Nasdaq’s audit committee requirements. ABOUT MEC MEC, North America’s largest owner and operator of horse racetracks, based on revenue, develops, owns and operates horse racetracks and related pari-mutuel wagering operations, including off-track betting facilities. MEC also develops, owns and operates casinos in conjunction with its racetracks where permitted by law. MEC owns and operates AmTote International, Inc., a provider of totalisator services to the parimutuel industry, XpressBet(R), a national Internet and telephone account wagering system, as well as MagnaBet(TM) internationally. Pursuant to joint ventures, MEC has a fifty percent interest in HorseRacing TV(R), a 24-hour horse racing television network, and TrackNet Media Group LLC, a content management company formed for distribution of the full breadth of MEC’s horse racing content. This press release contains “forward-looking statements” within the meaning of applicable securities legislation, including Section 27A of the United States Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) and forward-looking information as defined in the Securities Act (Ontario) (collectively referred to as forward-looking statements). These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the Securities Act (Ontario) and include, among others, statements regarding expected future compliance with Nasdaq Marketplace Rule 4350(d) and other matters that are not historical facts. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or the times at or by which such performance or results will be achieved. Undue reliance should not be placed on such statements. Forward-looking statements are based on information available at the time and/or management’s good faith assumptions and analyses made in light of the Company’s perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances and are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond the Company’s control, that could cause actual events or results to differ materially from such forward-looking statements. Important factors that could cause actual results to differ materially from the Company’s forward-looking statements include, but may not be limited to, the risk that the Company and MID fail to successfully agree upon any alternative transaction to the reorganization proposal previously announced on November 26, 2008 and material adverse changes in: general economic conditions; the popularity of racing and other gaming activities as recreational activities; the regulatory environment affecting the horse racing and gaming industries; the Company’s ability to obtain or maintain government and other regulatory approvals necessary or desirable to proceed with proposed real estate developments; increased regulation affecting certain of the Company’s non-racetrack operations, such as broadcasting ventures; and the Company’s ability to develop, execute or finance the Company’s strategies and
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plans within expected timelines or budgets. In drawing conclusions set out in our forward-looking statements above, we have assumed, among other things, that we will continue with our efforts to implement our September 2007 adopted plan to eliminate the Company’s debt, although not on the originally contemplated time schedule, negotiate and close, on acceptable terms, one or more core asset sale transactions, comply with the terms of and/or obtain waivers or other concessions from our lenders and refinance or repay on maturity our existing financing arrangements (including a senior secured revolving credit facility with a Canadian chartered bank, the new loan that a subsidiary of MID (“MID Lender”) made available to MEC on December 1, 2008 and the bridge loan from MID Lender, possibly obtain additional financing on acceptable terms to fund our ongoing operations and there will not be any material further deterioration in general economic conditions or any further significant decline in the popularity of horse racing and other gaming activities beyond that which has already occurred in the current economic downturn; nor any material adverse changes in weather and other environmental conditions at our facilities, the regulatory environment or our ability to develop, execute or finance our strategies and plans as anticipated. Forward-looking statements speak only as of the date the statements were made. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking statements. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect thereto or with respect to other forward-looking statements. SOURCE: Magna Entertainment Corp. Blake Tohana, Executive Vice-President and Chief Financial Officer, Magna Entertainment Corp., 337 Magna Drive, Aurora, ON L4G 7K1, Tel: 905-726-7493, www.magnaent.com
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): February 20, 2009
MAGNA ENTERTAINMENT CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-30578 (Commission File Number)
98-0208374 (I.R.S. Employer Identification No.)
337 Magna Drive, Aurora, Ontario, Canada (Address of Principal Executive Offices)
L4G 7K1 (Zip Code)
(905) 726-2462 (Registrant’s Telephone Number, Including Area Code) Not Applicable (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 (see General Instruction A.2. below): 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))
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Item 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On February 20, 2009, the Registrant announced that Mr. Jerry Campbell stepped down as a Director of the Registrant. Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As a result of Mr. Campbell’s resignation, the Registrant is not currently in compliance with the audit committee requirements provided for in Nasdaq Marketplace Rule 4350(d)(2)(A), due to the fact that MEC’s Audit Committee is no longer comprised of at least three independent directors. The Registrant presently has two qualified independent directors on its Audit Committee. The Registrant intends to rely on the cure period provisions of Nasdaq Marketplace Rule 4350(d)(4)(B), under which the Registrant has until the earlier of its next annual shareholders’ meeting or February 20, 2010 to regain compliance with Nasdaq’s audit committee requirements. Item 7.01
Regulation FD Disclosure
On February 20, 2009, the Registrant issued a press release regarding the departure of Jerry Campbell. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The information contained under this item 7.01 (including Exhibit 99.1) shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing. Item 9.01 Exhibit 99.1
Exhibits Copy of Press Release dated February 20, 2009. 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 thereunto duly authorized.
MAGNA ENTERTAINMENT CORP. (Registrant)
February 24, 2009
by:
/S/WILLIAM G. FORD William G. Ford Secretary
2 Exhibit 99.1
Magna Entertainment Corp. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1 Tel (905) 726-2462 Fax (905) 726-2585 MAGNA ENTERTAINMENT CORP. ANNOUNCES RESIGNATION OF DIRECTOR Aurora, ON, February 20, 2009 - Magna Entertainment Corp. (“MEC” or “the Company”) (NASDAQ: MECA; TSX: MEC.A) today announced that Mr. Jerry Campbell, lead director and a member of the Audit Committee, has stepped down as a director of MEC, effective immediately. Frank Stronach, Chairman and Chief Executive Officer of MEC, stated: “On behalf of everyone at MEC, I would like to thank Jerry for his dedication and many years of service.” As a result of Mr. Campbell’s resignation, MEC is not currently in compliance with the audit committee requirements provided for in Nasdaq Marketplace Rule 4350(d), due to the fact that MEC’s Audit Committee is no longer comprised of at least three independent directors. MEC presently has two qualified independent directors on its Audit Committee. MEC intends to rely on the cure period provisions of Nasdaq Marketplace Rule 4350(d)(4), under which MEC has until the earlier of MEC’s next annual shareholders’ meeting or February 20, 2010 to regain
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compliance with Nasdaq’s audit committee requirements. ABOUT MEC MEC, North America’s largest owner and operator of horse racetracks, based on revenue, develops, owns and operates horse racetracks and related pari-mutuel wagering operations, including off-track betting facilities. MEC also develops, owns and operates casinos in conjunction with its racetracks where permitted by law. MEC owns and operates AmTote International, Inc., a provider of totalisator services to the parimutuel industry, XpressBet(R), a national Internet and telephone account wagering system, as well as MagnaBet(TM) internationally. Pursuant to joint ventures, MEC has a fifty percent interest in HorseRacing TV(R), a 24-hour horse racing television network, and TrackNet Media Group LLC, a content management company formed for distribution of the full breadth of MEC’s horse racing content. This press release contains “forward-looking statements” within the meaning of applicable securities legislation, including Section 27A of the United States Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) and forward-looking information as defined in the Securities Act (Ontario) (collectively referred to as forward-looking statements). These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the Securities Act (Ontario) and include, among others, statements regarding expected future compliance with Nasdaq Marketplace Rule 4350(d) and other matters that are not historical facts. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or the times at or by which such performance or results will be achieved. Undue reliance should not be placed on such statements. Forward-looking statements are based on information available at the time and/or management’s good faith assumptions and analyses made in light of the Company’s perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances and are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond the Company’s control, that could cause actual events or results to differ materially from such forward-looking statements. Important factors that could cause actual results to differ materially from the Company’s forward-looking statements include, but may not be limited to, the risk that the Company and MID fail to successfully agree upon any alternative transaction to the reorganization proposal previously announced on November 26, 2008 and material adverse changes in: general economic conditions; the popularity of racing and other gaming activities as recreational activities; the regulatory environment affecting the horse racing and gaming industries; the Company’s ability to obtain or maintain government and other regulatory approvals necessary or desirable to proceed with proposed real estate developments; increased regulation affecting certain of the Company’s non-racetrack operations, such as broadcasting ventures; and the Company’s ability to develop, execute or finance the Company’s strategies and
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plans within expected timelines or budgets. In drawing conclusions set out in our forward-looking statements above, we have assumed, among other things, that we will continue with our efforts to implement our September 2007 adopted plan to eliminate the Company’s debt, although not on the originally contemplated time schedule, negotiate and close, on acceptable terms, one or more core asset sale transactions, comply with the terms of and/or obtain waivers or other concessions from our lenders and refinance or repay on maturity our existing financing arrangements (including a senior secured revolving credit facility with a Canadian chartered bank, the new loan that a subsidiary of MID (“MID Lender”) made available to MEC on December 1, 2008 and the bridge loan from MID Lender, possibly obtain additional financing on acceptable terms to fund our ongoing operations and there will not be any material further deterioration in general economic conditions or any further significant decline in the popularity of horse racing and other gaming activities beyond that which has already occurred in the current economic downturn; nor any material adverse changes in weather and other environmental conditions at our facilities, the regulatory environment or our ability to develop, execute or finance our strategies and plans as anticipated. Forward-looking statements speak only as of the date the statements were made. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking statements. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect thereto or with respect to other forward-looking statements. SOURCE: Magna Entertainment Corp. Blake Tohana, Executive Vice-President and Chief Financial Officer, Magna Entertainment Corp., 337 Magna Drive, Aurora, ON L4G 7K1, Tel: 905-726-7493, www.magnaent.com
