8-K

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): March 22, 2017

DOVER MOTORSPORTS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-11929	51-0357525
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1131 N. DuPont Highway, Dover, Delaware 19901

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (302) 883-6500

N/A

(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):

☐ 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 1.01 Entry Into Material Definitive Agreements.

On March 22, 2017, we entered into a second amendment to our August 25, 2016 agreement to sell Nashville Superspeedway which extends the agreement by an additional 60 days and requires that the Purchaser deposit additional earnest money in the amount of $250,000.

Amendment No. 2 dated March 22, 2017 to Purchase and Sale Agreement by and between Dover Motorsports, Inc., Nashville Speedway, USA, Inc. and PDC TN/FL, LLC. is attached to this Form 8-K as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 Amendment No. 2 dated March 22, 2017 to Purchase and Sale Agreement dated August 25, 2016 between Dover Motorsports, Inc., Nashville Speedway, USA, Inc. and PDC TN/FL, LLC.

SIGNATURES

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.

Dover Motorsports, Inc.

/s/ Denis McGlynn

Denis McGlynn

President and Chief Executive Officer

Dated: March 22, 2017

EXHIBIT INDEX

Exhibit Number	Description
10.1	Amendment No. 2 dated March 22, 2017 to Purchase and Sale Agreement dated August 25, 2016 between Dover Motorsports, Inc., Nashville Speedway, USA, Inc. and PDC TN/FL, LLC.

EX-10.1

EXHIBIT 10.1

AMENDMENT NO. 2 TO

PURCHASE AND SALE AGREEMENT

THIS AMENDMENT NO. 2 TO PURCHASE AND SALE AGREEMENT (“Amendment No. 2”) made and entered into effective as of March 22, 2017 (the “Effective Date”) amends that certain PURCHASE AND SALE AGREEMENT dated August 25, 2016, and that certain Amendment No. 1 to Purchase and Sale Agreement dated January 22, 2017 (collectively, the “Agreement”) by and between PDC TN/FL, LLC, a Delaware limited liability company (the “Purchaser”), and Dover Motorsports, Inc., a Delaware corporation, and Nashville Speedway, USA, Inc., a Delaware corporation (collectively, the “Seller”).

WITNESSETH:

WHEREAS, Seller desires to allow Purchaser a sixty (60) day extension of the Agreement; and

WHEREAS, Seller and Purchaser desire to enter into this Amendment No. 2 to reflect their agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.

2. Seller agrees and acknowledges that Purchaser retains its rights to review and provide objections to the Title Commitment and the Survey as set forth in Section 4.3 of the Agreement.

3. Section 4.4 to the Agreement related to the Inspection Period is hereby revised so that the reference to 210 days now reads 270 days from the Effective Date of the Agreement. Purchaser shall be deemed to have waived its objections under Section 4.4 with respect to geotechnical and environmental matters only.

4. Section 4.7 to the Agreement related to the Approval from the Zoning Authority is revised so that the reference to 210 days now reads 270 days.

5. Notwithstanding the extension of the Inspection Period in Item 3 above, Purchaser agrees, within three (3) business days from the execution hereof, to deposit Two Hundred Fifty Thousand Dollars ($250,000) of the Five Hundred Thousand Dollars ($500,000) Earnest Money referenced in Section 2.2 to the Agreement, which shall be refundable to Purchaser pursuant to the terms and conditions of the Agreement.

6. To facilitate execution, this Amendment No. 2 may be executed in as many counterparts as may be required; and it shall not be necessary that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on one or more such counterparts. All counterparts shall collectively constitute a single agreement. Execution evidenced by facsimile signature and/or PDF signature shall be deemed an original for all purposes.

7. Except as modified above, the terms and conditions of the Agreement shall continue in full force and effect.

SIGNATURES ON FOLLOWING PAGE.

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SIGNATURE PAGE TO AMENDMENT NO. 2.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 effective as of the Effective Date.

PURCHASER:	PDC TN/FL, LLC,
	a Delaware limited liability company
	By:	/s/ Whitfield Hamilton
		Whitfield Hamilton, Local Partner

SELLER:	NASHVILLE SPEEDWAY, USA, INC.,
	a Delaware corporation
	By:	/s/ Klaus M. Belohoubek
		Klaus M. Belohoubek,
		Senior Vice President –General Counsel

DOVER MOTORSPORTS, INC.,
a Delaware corporation
By:	/s/ Klaus M. Belohoubek
	Klaus M. Belohoubek,
	Senior Vice President –General Counsel

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