form8k06937_06012009.htm
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): June 1,
2009
RIVIERA
HOLDINGS
CORPORATION
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(Exact
name of registrant as specified in its charter)
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2901
Las Vegas Boulevard
Las
Vegas, Nevada
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (702)
794-9237
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(Former
name or former address, if changed since last
report.)
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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):
¨ 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))
Item
3.01 Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
(a) On
June 1, 2009, Riviera Holdings Corporation (the “Company”) received a deficiency
letter (the “Deficiency Letter”) from NYSE Amex LLC (the “Exchange”), which was
formerly known as the NYSE Alternext US LLC and the American Stock Exchange,
indicating that the Company does not meet certain of the Exchange’s continued
listing standards, as set forth in Part 10 of the NYSE Amex Company Guide (the
“Company Guide”), and has therefore become subject to the procedures and
requirements of Section 1009 of the Company Guide. Specifically, the
Deficiency Letter provides notice that the Company is not in compliance with
Section 1003(a)(iv) of the Company Guide in that it has sustained losses which
are so substantial in relation to its overall operations or its existing
financial resources, or its financial condition has become so impaired that it
appears questionable, in the opinion of the Exchange, as to whether the Company
will be able to continue operations and/or meet its obligations as they
mature.
In order
to maintain its listing on the Exchange, the Company is required to submit a
plan of compliance to the Exchange by July 1, 2009, advising the Exchange of
action it has taken, or will take, that would bring the Company into compliance
with Section 1003(a)(iv) of the Company Guide by November 27, 2009.
(d) The
Company does not believe that it can take the steps necessary to satisfy the
continued listing criteria of the Exchange within the prescribed time
frame. Accordingly, on June 3, 2009, the Board of Directors of the
Company approved a plan to voluntarily withdraw its common stock from trading on
the Exchange. On June 5, 2009, the Company provided notice to the
Exchange of its intent to voluntarily delist its common stock from the
Exchange. On or about June 15, 2009, the Company anticipates filing a
Form 25 with the Securities and Exchange Commission relating to the delisting.
The delisting is expected to be effective 10 calendar days after filing the Form
25. The Company expects that the last day of trading for its common stock on the
Exchange will be on or about June 25, 2009. The Company will seek to have its
common stock quoted on the Over-The-Counter Bulletin Board after the date of
delisting from the Exchange, though the Company cannot provide any assurances in
this regard.
The
Company’s press release dated June 5, 2009 with respect to the notification from
the Exchange described above is attached to this Current Report on Form 8-K as
Exhibit 99.1 and is incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
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Exhibits
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99.1
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Press
Release issued by Riviera Holdings Corporation on June 5,
2009.
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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.
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Date:
June 5, 2009
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RIVIERA
HOLDINGS CORPORATION
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By:
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Phillip
B. Simons
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Treasurer
and Chief Financial Officer
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