Dover Motorsports Inc. Appoints Patrick J. Bagley as Chairman of the Audit Committee; Announces Adoption of Amended and Restated By-Laws
Oct 25 13
On October 23, 2013, Dover Motorsports Inc.'s Board of Directors appointed Patrick J. Bagley, an existing member of Board of Directors, to fill the vacancy on its Audit Committee and to become Chairman of the Audit Committee. On July 25, 2013, the death of Kenneth K. Chalmers reduced its Audit Committee to two members.
On October 23, 2013, the company’s Board of Directors adopted amended and restated by-laws effective October 23, 2013. The amended and restated by-laws add a forum selection provision for the adjudication of disputes. New Section 8.8 provides that, unless the corporation consents in writing to the selection of an alternative forum, a state or federal court in the State of Delaware shall be the sole and forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine. The section further provides that any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provision. The company’s by-laws now provide in section 2.7 that, unless otherwise provided by law or by the company's certificate of incorporation or elsewhere in the by-laws, matters voted on by the stockholders at a meeting of stockholders shall be decided by the vote of the holders of a majority of the voting power entitled to vote thereon present in person or by proxy at the meeting. Previously the by-laws required the vote of the holders of a majority of company's outstanding shares entitled to vote and present in person or by proxy at the meeting. The election of directors at a meeting of stockholders is by plurality of the votes and, therefore, not affected by this amendment. Section 1.2 to company’s by-laws was amended to conform the address of the corporation’s registered office to what is on file with the State of Delaware, namely 3505 Silverside Road, Plaza Centre Building, Suite 203, Wilmington, DE 19810 or such other place as may be designated by the Board of Directors in accordance with the Delaware Corporation Law.
Dover Motorsports Regains Compliance With Section 303A Of The NYSE Listed Company Manual
Oct 25 13
On October 23, 2013, Dover Motorsports Inc.’s Board of Directors appointed Patrick J. Bagley, an existing member of its Board of Directors, to fill the vacancy on Audit Committee and to become Chairman of the Audit Committee. As noted in its Form 8-K dated July 25, 2013, the death of Kenneth K. Chalmers reduced its Audit Committee to two members. The appointment of Mr. Bagley brings its Audit Committee back to three members in compliance with Section 303A of the NYSE Listed Company Manual.
Dover Motorsports Inc. Reports Unaudited Consolidated Earnings Results for the Third Quarter and Nine Months Ended September 30, 2013; Provides Capital Expenditures Guidance for the Full Year of 2013
Oct 24 13
Dover Motorsports Inc. reported unaudited consolidated earnings results for the third quarter and nine months ended September 30, 2013. For the quarter, the company reported revenues of $21,470,000 against $22,773,000 for the same period last year. Operating earnings were $7,300,000 against $8,151,000 for the same period last year. Earnings before income tax expense for the third quarter of 2013 decreased to $7,111,000 from $7,746,000 in the third quarter of 2012. Net earnings were $4,158,000 or $0.11 per basic and diluted share against $4,532,000 or $0.12 per basic and diluted share for the same period last year. The decrease in revenue was primarily due to the timing of the festival and lower NASCAR admissions revenue, partially offset by an increase in broadcasting revenue.
For the nine months, the company reported revenues of $46,051,000 against $46,618,000 for the same period last year. Operating earnings were $12,305,000 against $12,966,000 for the same period last year. Earnings before income tax were $11,714,000 against $12,081,000 for the same period last year. Net earnings were $6,782,000 or $0.18 per basic and diluted share against $6,927,000 or $0.19 per basic and diluted share for the same period last year. Net cash provided by operating activities was $2,573,000 against $5,306,000 for the same period last year. Capital expenditures were $247,000 against $464,000 for the same period last year.
The company provided capital expenditures guidance for the full year of 2013. The company plans capital expenditures for spending of about $300,000 in total.