8-K 1 c10872e8vk.htm CURRENT REPORT e8vk
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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)            December 14, 2006           
LODGENET ENTERTAINMENT CORPORATION
(Exact Name of Registrant as Specified in Charter)
         
Delaware   0-22334   46-0371161
         
(State or Other Jurisdiction of
Incorporation) 		  (Commission File Number)   (IRS Employer
Identification No.)
         
3900 West Innovation Street, Sioux Falls, SD
   57107
     
(Address of Principal Executive Offices)
   (Zip Code)
         
Registrant’s telephone number, including area code
   (605) 988-1000
         
         
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):
    o Written communication 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))
 
 

 

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Item 3.02 Unregistered Sales of Equity Securities.
SIGNATURES

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Item 3.02 Unregistered Sales of Equity Securities.
     On December 14, 2006, Hilton Hotels Corporation (“Hilton Hotels”) and LodgeNet Entertainment Corporation (the “Company”) reached agreement with respect to the issuance of 196,570 shares of the Company’s common stock pursuant to the exercise by Hilton Hotels, on a cashless basis, of its warrant to purchase 1,761,555 million shares of common stock of the Company, representing all of the shares of common stock of the Company that Hilton Hotels is entitled to purchase pursuant to the warrant. The warrant had an exercise price of $20.437 per share. By exercising on a cashless basis, Hilton Hotels authorized the Company to withhold from issuance such number of shares of the Company’s common stock as of the date of exercise with a value equal to the aggregate purchase price of the shares purchased. No further shares are issuable under the warrant.
     For the issuance of the Company’s common stock upon exercise of the warrant described herein, the Company will rely on the exemption from federal registration under Section 4(2) of the Securities Act of 1933, as amended, because the transaction did not involve a public offering.

 

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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.
         
     
Date: December 18, 2006  By /s/ James G. Naro    
  James G. Naro   
  Its Senior Vice President, General Counsel,
Secretary and Chief Compliance Officer