- Current report filing (8-K)
January 07 2011 - 3:59PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 7, 2011
GAINSCO, INC.
(Exact Name of Registrant as Specified in Charter)
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Texas
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001-09828
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75-1617013
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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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3333 Lee Parkway, Suite 1200, Dallas, Texas
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75219
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (972) 629-4400
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 1Registrants Business and Operations
Item 1.01.
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Entry into a Material Definitive Agreement.
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On January 7, 2011, the Board of Directors of GAINSCO, INC. (the Company) authorized the Company to enter into a Sponsorship Agreement with Stallings Capital Group Consultants, Ltd.
dba Bob Stallings Racing (Stallings Racing), to continue the Companys role as the primary sponsor of a Daytona Prototype Series racing team through December 31, 2011. The Sponsorship Agreement provides that, in consideration
of the payment by the Company of a sponsorship fee of $1,000,000, the Company will receive various benefits customary for sponsors of Daytona Prototype Series racing teams, including rights relating to signage on team equipment and access for
customers and agents to race facilities at which the racing team participates. The fee is payable in an initial installment of $325,000 due on February 1, 2011 and nine equal monthly installments of $75,000 beginning March 1, 2011.
The Company uses this sponsorship to build brand awareness and advance the Companys distribution strategies. The new
Sponsorship Agreement is effective January 1, 2011 and replaces a similar agreement that was effective through December 31, 2010.
Stallings Racing is owned and controlled by Robert W. Stallings, the Executive Chairman of the Company. Mr. Stallings did not participate in the Boards decision regarding the Sponsorship
Agreement.
In authorizing the agreement, the Board of Directors considered Mr. Stallings role and concluded that,
under the circumstances, the Sponsorship Agreement is fair to, and in the best interests of, the Company. The Sponsorship Agreement contains provisions protecting the Companys interests, including a termination provision that permits the
Company unilaterally to terminate the agreement at any time and thereby cease making installment payments of the sponsorship fee.
A copy of the form of Sponsorship Agreement approved by the Board is attached hereto as Exhibit 10.39. The foregoing description of such document is only a summary and is qualified in the entirety by the
full text of the agreement, which is incorporated by reference herein.
Section 3Securities and Trading Markets
Item 3.01.
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Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On January 7, 2011, the Board of Directors of the Company authorized the Company to withdraw its common stock, $0.10 par value per
share, from listing and registration on the NYSE Amex (the Exchange) and to suspend the Companys duty to file reports with the Securities and Exchange Commission. The Company also issued a press release on January 7, 2011
announcing this action and explaining the reasons for its decision. A copy of the press release is attached hereto as Exhibit 99.1.
The Company is not in noncompliance with any rule or standard for continued listing on the Exchange, and the decision to withdraw its common stock from listing and registration was voluntary.
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Section 9Financial Statements and Exhibits
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
Number
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Description of Exhibit
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10.39
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Form of Sponsorship Agreement effective January 1, 2011, by and between Stallings Capital Group Consultants, Ltd. and GAINSCO, INC. (1)
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99.1
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Press release issued by GAINSCO, INC. on January 7, 2011. (1)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GAINSCO, INC.
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S
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LENN
W.
A
NDERSON
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Glenn W. Anderson, President and
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Chief Executive Officer
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DATED:
January 7, 2011
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EXHIBIT INDEX
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Exhibit
No.
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Exhibit
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10.39
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Form of Sponsorship Agreement effective January 1, 2011, by and between Stallings Capital Group Consultants, Ltd. and GAINSCO, INC. (1)
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99.1
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Press release issued by GAINSCO, INC. on January 7, 2011. (1)
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