Pinnacle Entertainment, Inc. 10-K 2005
Documents found in this filing:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
For the fiscal year ended December 31, 2004
Commission file number 001-13641
PINNACLE ENTERTAINMENT, INC.
(Exact Name of Registrant as Specified in Its Charter)
3800 Howard Hughes Parkway
Las Vegas, Nevada 89109
(Address of Principal Executive Offices) (Zip Code)
(Registrants Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Pinnacle Entertainment, Inc.
Common Stock, $.10 par value
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES x NO ¨
The aggregate market value of the common stock held by non-affiliates of the registrant as of the last business day of the registrants most recently completed second fiscal quarter, was $443,817,000 based on a closing price of $12.61 per share of common stock. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of outstanding shares of the registrants common stock, as of the close of business on March 10, 2005: 40,501,605.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrants definitive 2005 proxy statement, filed with the Securities and Exchange Commission on April 4, 2005, are incorporated by reference into Part III of the Registrants form 10-K report for the fiscal year ended December 31, 2004.
Table of Contents
This Amendment No. 1 to the Annual Report of Pinnacle Entertainment, Inc. filed on Form 10-K for the year ended December 31, 2004, which was filed with the Securities and Exchange Commission on March 16, 2005 (the Original Filing), is being made to amend the Original Filing as follows:
The complete text of Item 9B and Item 15 is included in this Amendment pursuant to Rule 12b-15 promulgated under the Securities and Exchange Act of 1934, as amended (the Exchange Act). Pursuant to Rule 12b-15 under the Exchange Act, this Amendment No. 1 also includes new Rule 13a-14(a) certifications as Exhibits 31.1 and 31.2.
With the exception of the foregoing updates, no other information in the Annual Report on Form 10-K for the fiscal year ended December 31, 2004 has been supplemented, updated or amended.
References to the Company in this report refer to Pinnacle Entertainment, Inc.
Item 9B. Other Information
On December 13, 2004, the Compensation Committee (the Compensation Committee) of the Board of Directors of the Company voted to approve the Companys Deferred Bonus Plan. Executive officers participate in the Deferred Bonus Plan along with other employees of the Company. Under the Deferred Bonus Plan, a portion of an employees bonus is deferred and paid in three equal annual installments beginning January 2006. Except for certain circumstances, including death, disability and a change in control, no amount will be paid to the employee prior to each year-end anniversary. A summary of the Deferred Bonus Plan is filed herewith as Exhibit 10.56.
On December 13, 2004, the Compensation Committee also approved 2004 cash bonuses for certain officers of the Company. The 2004 bonuses and the bonuses that were awarded under the Deferred Bonus Plan to the persons serving as executive officers of the Company are as follows:
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to its Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.