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 earliest event reported: FEBRUARY 23, 1998 FULL HOUSE RESORTS, INC. (Exact name of registrant as specified in charter) DELAWARE 0-20630 13-3391527 (State or other jurisdiction (Commission (IRS employer of incorporation) file number) identification no.) DEADWOOD GULCH RESORT HIGHWAY 85 SOUTH P.O. BOX 643, DEADWOOD, SOUTH DAKOTA 57732 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (605) 578-1294 ITEM 2. ACQUISITION OF ASSETS On February 23, 1998, the Company completed the purchase of a portion of a proposed gaming site in Biloxi, Mississippi. The Company acquired the site for $4,155,000 and the payment of certain related costs. The Company utilized cash on hand of $2,155,000 and obtained a $2 million bank loan in connection with the purchase. The bank loan is due in one year and bears interest at 1% above the prime rate of the bank. The loan can be renewed under certain circumstances. Negotiations to develop a theme hotel/casino at the site, with joint venture partners, remain underway. The completion of the proposed transaction is subject to the approval of all required Mississippi gaming authorities as well as completion of due diligence, approval by the Company's Board of Directors, execution of definitive agreements with respect to acquisition and development of the site, and receipt of financing for the project. ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. EXHIBIT DESCRIPTION 10.52 Contract dated December 23, 1997 by and among Full House Resorts, Inc., as Purchaser, and Vincent Paciera, Vincent Paciera, Jr., Kirth M. Paciera, Lena P. Romaguera, the Lena (Lee) P. Romaguera Trust No. 3, Vincent Paciera and Gerard A. Romaguera, as Co-Trustees of the Lena (Lee) P. Romaguera Trust No. 3, as Sellers, together with First Amendment to Contract dated February 23, 1998. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FULL HOUSE RESORTS, INC. By: /s/ William R. Jackson ---------------------- March 12, 1998 William R. Jackson Executive Vice President - Corporate Finance and Principal Financial Officer EXHIBIT INDEX EXHIBIT DESCRIPTION 10.52 Contract dated December 23, 1997 by and among Full House Resorts, Inc., as Purchaser, and Vincent Paciera, Vincent Paciera, Jr., Kirth M. Paciera, Lena P. Romaguera, The Lena (Lee) P. Romaguera Trust No. 3, Vincent Paciera and Gerard A. Romaguera, as Co-Trustees of the Lena (Lee) P. Romaguera Trust No. 3, as Sellers, together with First Amendment to Contract dated February 23, 1998.