Vcg Holding Corp - Current report filing (8-K)
December 10 2007 - 11:23AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 4, 2007
VCG Holding Corp.
(Exact name of registrant as specified in its charter)
Colorado
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001-32208
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84-1157022
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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390
Union Boulevard, Suite 540
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Lakewood,
Colorado
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80228
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(Address of Principal Executive Offices)
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(Zip Code)
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(303)
934-2424
(Registrants telephone number, including area code)
(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))
Item 2.03
Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
On December 4,
2007, VCG Holding Corp. (the Company) borrowed $6,000,000 (the Loan) pursuant
to the terms of a Balloon Promissory Note (the Note) issued to Sunshine
Mortgage Investors, Inc. (Lender).
Pursuant to the terms of the Note, the principal amount of the Loan bears
interest at the rate of 14% per annum and interest is payable on a monthly basis. The principal amount of the Loan and any
accrued but unpaid interest thereon are due on December 5, 2008.
The loan is secured by (i) limited guarantees
from Lowrie Management, LLLP (Lowrie Management), an investment entity
controlled and majority-owned by the Companys Chairman and Chief Executive
Officer, Troy H. Lowrie, and VCG Real Estate Holdings, Inc. (VCG Real
Estate), a wholly-owned subsidiary of the Company, (ii) the Companys
pledge of 100% of the shares of common stock in its wholly-owned subsidiary,
Kenja II, Inc., which entity owns and operates the Companys adult
entertainment nightclub operated under the name Platinum Plus in Hialeah,
Florida, (iii) Lowrie Managements pledge of 238,500 shares of common stock
of the Company and (iv) deeds of trust and mortgages on six parcels of
real property owned by the Company, Lowrie Management and VCG Real Estate in Maricopa
County, Arizona, Arapahoe County, Colorado, Denver County, Colorado, St. Clair
County, Illinois, Jefferson County, Kentucky and Tarrant County, Texas. The pledged securities have been deposited
into an escrow account for the benefit of Lender until such time as the Loan
and all interest and other fees due thereon have been repaid in full. The Company is prohibited from issuing any
securities until such time as the Loan has been repaid in full.
In the event the Company breaches its obligations
under the Note or the security documents described above, then the entire
principal amount of the Loan and all accrued but unpaid interest thereon shall
become immediately due and payable with default interest at the maximum legal
rate of interest chargeable under applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Identification of Exhibits
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10.1
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Balloon Promissory Note
dated December 4, 2007
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2
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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VCG
HOLDING CORP.
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Date:
December 10, 2007
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By:
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/s/
Brent J. Lewis
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Brent
J. Lewis
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Chief
Financial Officer
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3
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