UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): September 8, 2006
RIVIERA HOLDINGS CORPORATION
(exact name of registrant as specified in its charter)
Nevada 000-21430 88-0296885
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2901 Las Vegas Boulevard
Las Vegas, Nevada 89109
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (702) 794-9527
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(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))
Section 1 - Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On September 8, 2006, Riviera Holdings Corporation (the "Company") and its
wholly-owned subsidiary, Riviera Operating Corporation ("ROC"), entered into a
new employment agreement (the "Employment Agreement") with Robert A. Vannucci,
President and Chief Operating Officer of ROC. Effective as of September 1, 2006,
the Employment Agreement supersedes our prior employment agreement with
Mr. Vannucci. The Employment Agreement provides for an annual salary of
$400,000, plus an annual award of up to $200,000 under our Incentive
Compensation Program if predetermined financial targets at Riviera Las Vegas are
achieved. The initial term of the Employment Agreement is September 1, 2006
through August 31, 2007, with automatic renewal for successive one-year terms.
Mr. Vannucci or we may terminate the Employment Agreement at any time upon 30
days prior written notice, but if we terminate it without cause, then
Mr. Vannucci will be entitled to one year's salary, a prorated award under our
Incentive Compensation Program, two years of health insurance benefits and a
one-year automobile allowance of $6,000, plus reimbursement of all reasonable
automobile expenses (excluding lease or loan payments).
Item 1.02 Termination of a Material Definitive Agreement.
Upon our and Mr. Vannucci's entry into the Employment Agreement on
September 8, 2006, the prior employment agreement among the Company, ROC and
Mr. Vannucci terminated (with a September 1, 2006 effective date for the
termination). That prior agreement was substantially the same as the Employment
Agreement in all material respects, except that under the prior agreement:
(1) Mr. Vannucci had the option of receiving up to $300,000 of his annual
compensation (assuming he qualified for his full Incentive Compensation Program
award) in the form of common stock under our Restricted Stock Plan in lieu of
cash; and (2) other than for cause, neither we nor Mr. Vannucci could terminate
the agreement except upon 120 days' notice of non-renewal prior to the end of
the annual term.
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: September 14, 2006 RIVIERA HOLDINGS CORPORATION
By: /s/ Mark Lefever
Mark Lefever
Treasurer and Chief Financial Officer