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): August 6, 2007
RIVIERA HOLDINGS CORPORATION
(exact name of registrant as specified in its charter)
Nevada 000-21430 88-0296885
(State or other ----------- -----------
jurisdiction of (Commission (IRS Employer
corporation) File Number) Identification No.)
2901 Las Vegas Boulevard
Las Vegas, Nevada 89109
(Address of principal office) (Zip code)
Registrant's telephone number, (702) 794-9237
including area code
-------------------------------------------------------------------------------
(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 5 - Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
(a) On August 6, 2007, our board of directors (our "Board") adopted
amendments to our bylaws, as follows:
1. Special meetings of stockholders (Article I, Section
1.02(a)) - The amendment provides that special
meetings may only be called by our chairman, our
president or our Board. We deleted the provision that
allowed holders of not less than a majority of the
voting power of our stock to require the calling of a
special meeting.
2. No telephonic meetings of stockholders (Article I,
Section 1.12) - The amendment eliminates the
authorization for stockholders to participate in
meetings by telephone conference or similar methods
of communication, unless our Board specifically
authorizes such participation for one or more
particular meetings.
3. No stockholder action with a meeting (Article I,
Section 1.13) - The amendment eliminates the
authorization for stockholder action to be taken
without a meeting of stockholders.
4. Advance notice requirements for stockholder proposals
and director nominations (Article I, Section 1.14) -
This new provision specifies the procedures that
stockholders must follow in order to present
proposals or nominations of persons for election to
our Board at a meeting of stockholders.
5. Bylaw amendments by stockholders (Article VIII,
Section 8.01(b)) - The amendment requires approval by
holders of not less than 2/3 of the voting power of
our stock in order to amend, alter or repeal our
bylaws unless such action pertains to the
indemnification provisions (Article VII) or the
amendment or repeal provisions (Article VIII) of our
bylaws, in which case approval by holders of not less
than 3/4 of the voting power of our stock is
required. Previously, holders of a majority of the
voting power of our stock could alter, amend or
repeal our bylaws. The amendment does not affect our
bylaw provisions governing amendment, alteration or
repeal of our bylaws by action of our Board.
The full text of the amendments is included in Exhibit 3.1 hereto and
incorporated herein by reference.
(b) Not applicable.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable. (b) Not applicable. (c) Not applicable. (d)
Exhibits:
Exhibit 3.1 Certificate of Amendment of Bylaws of Riviera Holdings
Corporation, dated August 7, 2007.
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: August 10, 2007 RIVIERA HOLDINGS CORPORATION
By: /s/ Mark Lefever
Treasurer and Chief
Financial Officer