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 Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): November 8, 2021~~1934

Date of Report (Date of earliest event reported): December 22, 2021

Dover Motorsports, Inc.

(Exact name of registrant as specified in its charter)

Delaware	~~001-11929~~	51001-~~0357525~~11929	51-0357525
(State or other jurisdiction of incorporation)	Commission File Number	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)		CommissionFile Number	(IRS EmployerIdentification 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:

¨ ☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Class		~~Trading Symbol~~TradingSymbol(s)		Name of ~~Exchange~~Exchangeon on Which Registered
Common Stock, $.10 Par Value		DVD		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Item 1.01.

Entry into a Material Definitive Agreement.

~~Agreement~~On December 22, 2021, in connection with the Merger (as described in Item 2.01 below), Dover Motorsports, Inc. (the “Company”) and ~~Plan~~its ofwholly owned subsidiaries Dover International Speedway, Inc. and Nashville Speedway, U.S.A., Inc., (collectively, the “Borrowers”), amended its credit agreement with its bank group. Among other things, the credit facility was modified to: remove certain affirmative covenants relating to subsidiaries and operating accounts; modify covenants relating to investments, equity interests and fundamental transactions in connection with the Merger; reduce the total available borrowings under the facility to $12,000,000. Separately, PNC Bank, National Association, has been appointed as administrative agent. As of December 22, 2021, there are no borrowings outstanding under the credit facility.

OnItem ~~November 8, 2021, Dover Motorsports, Inc~~2. ~~(the~~01. ~~“Company”)~~Completion ~~entered into an Agreement and Plan~~ of ~~Merger~~Acquisition ~~(the~~or ~~“Merger~~Disposition ~~Agreement”) with Speedway Motorsports, LLC (“Speedway”) and Speedco II, Inc., a wholly owned subsidiary~~ of ~~Speedway (“Purchaser”)~~Assets.

~~Pursuant~~As topreviously ~~the~~disclosed, ~~Merger~~on ~~Agreement~~November 8, ~~and~~2021, ~~upon the~~Dover ~~terms and subject to the conditions described therein~~Motorsports, ~~Purchaser~~Inc. ~~will commence a tender offer~~ (the “~~Offer~~Company”) toentered ~~purchase all~~into ofan ~~the~~Agreement ~~outstanding~~and ~~shares~~Plan of ~~Common~~Merger ~~Stock of~~ (the ~~Company,~~“Merger ~~par~~Agreement”) ~~value~~with ~~$0.10~~Speedway ~~per share~~Motorsports, ~~and~~LLC ~~all of the outstanding shares of Class A common stock, par value $0.10 per share~~ (~~collectively, the~~ “~~Shares~~Speedway”) inand ~~exchange~~Speedco ~~for~~II, $3Inc.61, ~~per~~a ~~share~~wholly inowned ~~cash~~subsidiary ~~without~~of ~~interest and~~Speedway ~~less any applicable taxes required to be deducted or withheld in respect thereof~~ (~~the~~ “~~Offer Price~~Purchaser”).

~~Following~~Pursuant ~~the consummation of the Offer and subject~~ to the ~~terms and conditions of the~~ Merger Agreement, Purchaser ~~will~~conducted bea ~~merged~~tender ~~with~~offer ~~and into the Company~~ (the “~~Merger” and, together with the~~ Offer~~, the “Transactions~~”) ~~pursuant~~ to ~~Section 251(h) of~~purchase ~~the~~all ~~General Corporation Law~~ of the ~~State~~ ofoutstanding ~~Delaware~~shares ~~(the “DGCL”), with the Company continuing as the surviving corporation in the Merger and a wholly owned subsidiary~~ of ~~Speedway.~~ AtCommon ~~the~~Stock ~~effective time~~ of the ~~Merger~~Company, ~~each~~par ~~Share~~value ~~that~~$0.10 ~~was~~per ~~not tendered in the Offer~~share, ~~other than Excluded Shares~~ and ~~Dissenting~~all ~~Shares~~of ~~(each as defined in~~ the ~~Merger~~outstanding ~~Agreement),~~shares ~~will~~of beClass A ~~converted~~common ~~into the right to receive the Offer Price~~stock, ~~less~~par ~~any applicable~~value ~~withholding~~$0.10 ~~taxes~~per ~~and~~share ~~without interest~~ (~~the “Merger Consideration”). In addition~~collectively, ~~as of~~ the ~~effective time of the Merger (the~~ “~~Effective Time~~Shares”), ~~each~~in ~~Company~~exchange ~~Equity~~for ~~Award~~$3.61 ~~(as~~per ~~defined~~share in ~~the~~cash ~~Merger~~without ~~Agreement)~~interest ~~that~~and isless ~~outstanding~~any ~~immediately prior~~applicable totaxes ~~the~~required ~~Effective~~to ~~Time,~~be ~~whether~~deducted or ~~not~~withheld ~~vested, shall be vested and all restrictions thereon shall lapse~~ in ~~full~~respect asthereof ~~of immediately before~~ (the ~~Effective~~“Offer ~~Time~~Price”).

The ~~board~~Offer ofand ~~directors~~withdrawal ofrights ~~the~~expired ~~Company,~~one ~~acting on~~minute ~~the~~past ~~unanimous~~11:59 ~~recommendation~~p.m., ofNew aYork ~~special~~City ~~committee~~time, on December 21, 2021 (the “~~Special~~Expiration ~~Committee~~Time”). ~~consisting~~American ~~solely~~Stock ofTransfer & ~~independent~~Trust ~~and~~Company, ~~disinterested directors~~LLC, of the ~~Company~~depositary ~~and~~for ~~formed~~the toOffer ~~negotiate~~(the ~~and evaluate a potential transaction~~“Depositary”), has ~~unanimously~~advised ~~(i) determined~~Speedway ~~that~~and ~~the~~Purchaser ~~Merger Agreement~~that, ~~and~~as ~~the~~of ~~Transactions~~immediately ~~are~~prior ~~fair~~ to, ~~and in~~ the ~~best~~Expiration ~~interest of~~Time, ~~the~~a ~~Company~~total ~~and~~of ~~its stockholders~~32,932,500 Shares (~~ii) approved~~including ~~the execution~~18, ~~delivery~~466,739 ~~and~~of ~~performance~~Class A byCommon ~~the~~Stock) ~~Company~~had ofbeen ~~the~~validly ~~Merger~~tendered, ~~Agreement~~ and ~~the~~not ~~consummation~~validly ~~of the Transactions~~withdrawn, ~~(iii) resolved~~pursuant ~~that~~to the ~~Merger~~ ~~shall~~Offer, berepresenting ~~effected~~approximately ~~under~~90.5% ~~Section 251(h)~~ of the ~~DGCL~~Company’s ~~and~~outstanding ~~(iv) resolved~~Shares. toIn ~~recommend~~addition, ~~that~~Notices ~~the~~of ~~stockholders~~Guaranteed ofDelivery ~~the~~have ~~Company tender~~been ~~their~~delivered for 297,952 Shares, torepresenting ~~Purchaser~~approximately ~~pursuant~~0.8% toof the ~~Offer~~outstanding Shares.

The ~~Offer~~number ~~will~~of ~~initially~~Shares ~~remain~~that ~~open~~had ~~for~~been ~~20 business~~validly ~~days~~tendered, ~~following~~and ~~commencement~~not ofvalidly ~~the Offer. If~~withdrawn, atpursuant ~~the~~to ~~scheduled expiration time of~~ the Offer, ~~any~~(excluding ofShares ~~the~~with ~~conditions~~respect to ~~the~~which ~~Offer have~~Notices ~~not~~of ~~been~~Guaranteed ~~satisfied~~Delivery ~~(unless~~were ~~such~~received ~~condition is waivable~~ by the ~~Company or Purchaser and has been waived)~~Depositary, ~~Purchaser~~but ~~may~~which ~~extend~~Shares ~~the Offer~~such ~~for~~Notices ~~subsequent periods~~ of atGuaranteed ~~least~~Delivery ~~five~~represent ~~business~~were ~~days~~not ~~each.~~yet ~~Additionally,~~delivered ~~Purchaser~~to ~~must extend~~ the ~~Offer (i~~Depositary) ~~for~~ ~~any~~immediately ~~period required~~prior byto ~~applicable~~the ~~law~~Expiration ~~(including~~Time ~~any~~satisfied ~~applicable interpretations or positions of~~ the ~~U.S.~~Minimum ~~Securities~~Condition ~~and Exchange Commission~~ (~~the “SEC”),~~as ~~the~~defined ~~SEC~~in ~~staff and~~ the ~~New~~Merger ~~York Stock Exchange~~Agreement), and ~~(ii) if,~~all atother ~~the then-scheduled Expiration Time, any of~~ conditions to the Offer ~~have~~were ~~not been~~ satisfied or waived,. ~~for~~At ~~periods~~approximately of8:00 ~~at least five business days each, in order to permit the satisfaction of such condition; provided, however, that (A) in no event shall the Offer be extended to~~ a.m. ~~date~~on ~~later than March~~December 822, ~~2022,~~2021 ~~(B) any such extension shall not be deemed to impair~~, ~~limit~~Purchaser oraccepted ~~otherwise~~for ~~restrict~~payment ~~the~~all ~~parties’~~Shares ~~rights~~validly ~~to terminate the Merger Agreement~~tendered, and ~~(C) with respect to clause (ii) above, if, at any such scheduled Expiration Time, the only condition that has~~ not ~~been~~validly ~~satisfied is the Minimum Condition~~withdrawn, ~~then~~pursuant ~~Purchaser is not required~~ to ~~extend~~ the Offer ~~for more than one additional five business day increment~~.

~~The~~On ~~obligation of Purchaser to accept for payment~~December 22, ~~and pay for~~2021, ~~Shares~~at ~~validly~~approximately ~~tendered~~9:00 a.m. (~~and~~the ~~not~~“Effective ~~properly withdrawn~~Time”), ~~pursuant~~following to the ~~Offer~~consummation isof ~~subject~~the ~~to satisfaction or waiver~~Offer, to ~~the~~Purchaser ~~extent~~merged ~~permitted~~with ~~under~~and ~~applicable~~into ~~legal~~the ~~requirements,~~Company ~~of certain conditions, including~~ (~~i) there~~the ~~being~~“Merger” ~~validly tendered~~ and ~~not properly withdrawn Shares that~~, ~~considered~~ together with ~~all~~the ~~other~~Offer, ~~Shares~~the ~~(if any~~“Transactions”) ~~beneficially~~pursuant ~~owned~~to bySection 251(h) ~~Purchaser and its affiliates, represent one more Share than 50%~~ of the ~~aggregate~~General ~~voting~~Corporation ~~power~~Law of the ~~then-issued~~State ~~and outstanding Shares at the expiration~~ of ~~the~~Delaware ~~Offer~~ (the “~~Minimum Condition~~DGCL”), ~~(ii)~~ pursuant to the ~~accuracy~~filing of ~~the~~a ~~Company’s~~Certificate ~~representations~~of ~~and~~Merger ~~warranties~~ (~~subject~~the ~~to certain materiality and~~ “~~material~~Certificate ~~adverse~~of ~~effect~~Merger” ~~thresholds~~) which, ~~(iii) the~~based ~~Company’s~~on ~~compliance~~the ornumber ~~performance~~of inShares ~~all~~held ~~material respects~~by ~~of the obligations~~Purchaser, ~~covenants~~permitted ~~and~~the ~~agreements~~consummation itof isthe ~~required~~Merger towithout ~~comply~~any ~~with~~vote orof ~~perform~~the atCompany orstockholders. ~~prior~~At to the ~~expiration~~Effective ofTime, ~~the~~each ~~Offer, (iv) the~~Share ~~absence,~~that ~~since~~was ~~the~~not ~~date~~tendered ofin the ~~Merger Agreement~~Offer, ofother athan ~~Material~~Excluded ~~Adverse~~Shares ~~Effect~~and Dissenting Shares (each as defined in the Merger Agreement), ~~that is~~was ~~continuing~~converted asinto of the ~~time~~right ~~the Purchaser accepts Shares for purchase pursuant~~ to receive the Offer Price, ~~(v) the~~less ~~expiration or termination of the waiting period (or~~ any ~~extension thereof)~~ applicable towithholding ~~the~~taxes ~~Transactions~~and ~~under~~without ~~the~~interest ~~HSR Act,~~ (~~vi)~~ the ~~absence~~“Merger ofConsideration”). ~~any~~In ~~law~~addition, ~~or order~~as ~~prohibiting the consummation~~ of the ~~Offer~~Effective ~~or the Merger~~Time, ~~and~~each ~~(vii) the~~Company ~~Merger~~Equity ~~Agreement~~Award ~~not~~(as ~~having~~defined ~~been terminated~~ in ~~accordance with its terms. If~~ the ~~conditions~~Merger toAgreement) ~~the Offer are satisfied or waived (other than conditions~~ that bywas ~~their~~outstanding ~~nature~~immediately ~~are~~prior to ~~be satisfied or waived at~~ the ~~expiration~~Effective ~~of the Offer)~~Time, ~~then~~whether ~~Purchaser~~or ~~must~~not ~~(i) irrevocably~~vested, ~~accept~~fully ~~for~~vested ~~payment~~and all ofrestrictions ~~the~~thereon ~~Shares~~lapsed ~~tendered~~in ~~pursuant to~~full ~~the~~as ~~Offer~~of ~~and~~immediately ~~(ii) pay~~before the ~~Offer~~Effective ~~Price in respect of each such Share~~Time.

~~The~~Item ~~Merger~~3.01 ~~Agreement~~Notice ~~includes certain representations, warranties and covenants~~ of ~~the~~Delisting Company, on one hand, and Purchaser and Speedway on the other, including certain restrictions with respect to the Company’s business between the date of the Merger Agreement and the consummation of the Merger. The Company, Purchaser and Speedway also agreed to use their respective reasonable best efforts to take all actions, to file all documents and to do all things necessary, proper or ~~advisable~~Failure ~~under applicable antitrust laws~~ to ~~consummate~~Satisfy ~~and~~a ~~make~~Continuing ~~effective~~Listing ~~the~~Rule ~~Offer and the Merger as soon as reasonably practicable. However, Parent is not required to make divestitures, commit to any licenses~~ or ~~hold~~Standard; ~~separate~~Transfer ~~requirements or litigate or defend the Transactions in connection with any applicable antitrust laws. None~~ of ~~the Company, Speedway or Purchaser may take any action that would reasonably be expected to prevent or materially delay consummation of the Offer and the Merger~~Listing.

~~The~~On ~~Company~~December 22, has agreed to “no-shop” restrictions on its ability to solicit alternative transaction proposals from third parties and engage in discussions or negotiations with third parties regarding transaction proposals. Notwithstanding these restrictions2021, the Company ~~may~~notified ~~under~~The ~~certain~~New ~~circumstances~~York ~~provide information~~Stock toExchange ~~and engage in or otherwise participate in discussions or negotiations with third parties with respect to a bona fide written alternative acquisition proposal that the board of directors of the Company~~ (~~the~~ “~~Board~~NYSE”) ~~has~~of ~~determined in good faith constitutes or could reasonably be expected to result in a Superior Offer (as defined in~~ the ~~Merger~~consummation ~~Agreement) and that failure to take such action would reasonably be expected to constitute a breach~~ of the ~~Board’s fiduciary duties under applicable legal requirements. Pursuant to the~~ Merger ~~Agreement~~, ~~the~~requested ~~Company has agreed~~ that ~~the~~NYSE ~~Board~~suspend ~~will~~trading ~~(x) recommend~~of ~~that~~ the ~~Company’s stockholders accept the Offer and tender their~~ Shares toeffective ~~Purchaser~~prior ~~pursuant~~ to the ~~Offer~~opening ~~(the~~of ~~“Board~~markets ~~Recommendation”)~~on ~~and~~December ~~(y) include~~22, ~~the~~2021, ~~Board Recommendation~~and inrequested ~~the~~that ~~Company’s~~NYSE ~~Tender~~file ~~Offer Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) when filed~~ with the ~~SEC~~Securities and ~~when~~Exchange ~~disseminated~~Commission ~~to the Company’s stockholders. The Board will also not~~ (i“SEC”) ~~withdraw~~ ~~(or modify in~~ a ~~manner~~Form 25 ~~adverse~~Notification toof ~~the~~Removal ~~Company~~from orListing ~~Purchaser),~~ and/or ~~publicly~~Registration ~~propose~~ to ~~withdraw~~delist ~~(or~~and ~~modify~~deregister ~~in a manner adverse to~~ the ~~Speedway or Purchaser)~~Shares, ~~the~~ ~~Board~~which ~~Recommendation,~~were ~~(ii) approve,~~previously ~~recommend~~traded orunder ~~endorse,~~the orsymbol ~~publicly propose to approve~~“DVD”, ~~recommend~~under ~~or declare advisable, any alternative Takeover Proposal~~ Section 12(~~as defined in the Merger Agreement~~b) orof ~~(iii) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow~~ the ~~Company~~Securities toExchange ~~execute~~Act ~~or enter into any letter~~ of ~~intent~~1934, ~~agreement~~as inamended ~~principle, or contract relating to a Takeover Proposal,~~ (~~other~~the ~~than~~“Exchange ~~a customary confidentiality agreement~~Act”). ~~Notwithstanding~~The ~~these~~Company ~~restrictions,~~intends ~~the Board~~to isfile ~~permitted,~~with ~~subject to~~ the ~~terms~~SEC ~~and~~a ~~conditions~~certification ~~set~~on ~~forth~~Form 15 inunder the ~~Merger~~Exchange ~~Agreement~~Act, torequesting ~~change~~ the ~~Board~~suspension ~~Recommendation in certain instances, subject to matching rights in favor~~ of the ~~Purchaser.~~Company’s ~~The~~reporting ~~Board~~obligations ~~has~~under ~~also~~Sections 13 ~~waived~~and ~~the~~15(d) ~~application~~ of ~~its~~the ~~rights~~Exchange ~~agreements~~Act with ~~Computershare~~ ~~Inc.~~respect to the ~~Transactions~~Shares.

~~The~~Item Merger Agreement contains certain termination rights for both the Company and Speedway, including, (i) if the consummation of the Transactions has not occurred on or before March 8, 2022 (the “End Date”), (ii) if consummation of the Offer or the Merger is legally prohibited or permanently enjoined, (iii) if the Offer has expired and the Minimum Condition has not been satisfied without the acceptance for payment of Shares pursuant to the Offer, provided that the terminating party’s material breach of any provision of the Merger Agreement is not the cause of the events specified in the foregoing clauses (i) through (iii) occurring3. The Merger Agreement may also be terminated by Speedway if (i) the Board has failed to include the Board Recommendation in the Schedule 14D-9 when mailed or has effected a Company Adverse Change Recommendation (as defined in the Merger Agreement), (ii) the Company has entered into an agreement with respect to a Superior Offer, (iii) the Board fails to publicly reaffirm the Board Recommendation upon request by the Speedway or Purchaser (subject to certain limitations), (iv) the Company has breached any representation, warranty or covenant that cannot be cured by the End Date or, if capable of being cured, has not been cured within 20 business days following written notice, if such breach would cause certain of the conditions to closing to not be able to be satisfied, and (v) if the NASCAR Approval is not obtained; provided, that the termination right in this clause (v) expires five business days after the date of the Merger Agreement03. ~~The~~Material ~~Merger Agreement~~Modification ~~may also be terminated by the Company (i) subject~~ to ~~the~~Rights terms and conditions set forth in the Merger Agreement, to accept a Superior Offer, (ii) if Speedway or Purchaser has breached any representation, warranty or covenant that cannot be cured by the End Date or, if capable of ~~being~~Security cured, has not been cured within 20 business days following written notice, if such breach would reasonably be expected to prevent the Company or Purchaser from consummating the transactions, or (iii) in the event that Purchaser fails to purchase all Shares validly tendered (and not validly withdrawn) when required to do so under the Merger AgreementHolders. Upon termination of the Merger Agreement (i) by the Company to accept a Superior Offer or (ii) by Speedway following a Company Adverse Change Recommendation, the Company will be required to pay the Company a termination fee $5,100,000 (the “Termination Fee”).

The ~~foregoing~~disclosure ~~description~~set offorth ~~the Merger Agreement does not purport to be complete and is qualified~~ in ~~its~~Items ~~entirety by reference to the full text of the Merger Agreement~~2.01, ~~which is attached hereto as Exhibit~~ 23.101, 5.01 and ~~the~~5.03 ~~terms of the Merger Agreement~~ is incorporated herein by reference. The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the dates specified therein. The assertions embodied in those representations, warranties and covenants were made, or will be made, for purposes of the contracts among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreements. The representations, warranties and covenants in the Merger Agreement are also modified in important part by the related schedules thereto which are not filed publicly and which may be subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. The Company does not believe that these schedules contain information that is material to an investment decision. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective affiliates.

~~Tender~~Item ~~and~~5.01 ~~Support~~Change ~~Agreement~~of Control of Registrant.

OnAs ~~November 8,~~a ~~2021,~~result ~~in connection with the execution~~ of the ~~Merger~~Offer ~~Agreement, certain of the Company’s stockholders (together, the “Supporting Stockholders”), entered into Tender~~ and ~~Support Agreements with Speedway and Purchaser (~~the ~~“Support Agreements”). Under the terms of the Support Agreements~~ Merger, ~~the~~a ~~Supporting~~change ~~Stockholders have agreed, with certain termination rights, to tender, pursuant to the Offer, their Shares~~ in ~~the~~control ~~Offer, vote their Shares in favor~~ of the ~~Merger, as~~Company ~~applicable, and, subject to certain exceptions, not to transfer any of the Shares that are subject to the Support Agreements~~occurred. AsUpon ~~of November~~the 8,Effective ~~2021~~Time, the ~~shares~~Company ~~owned~~became bya ~~the~~wholly ~~Supporting~~owned ~~Stockholders~~subsidiary ~~represent approximately 57.5%~~ of ~~the total outstanding shares, or 92% of the aggregate voting power of the Company stockholders~~Speedway.

The ~~Support~~ ~~Agreement~~information ~~terminates~~set ~~automatically~~forth ~~upon any valid termination of the Merger Agreement~~ in ~~accordance~~Items ~~with its terms~~2. ~~If the board of directors of Dover effects an Adverse Recommendation Change (as defined in the Merger Agreement) with respect to the tender offer provided for in the Merger Agreement~~01, in5.02 ~~connection with any Intervening Event (as defined in the Merger Agreement), the tender~~ and ~~voting~~5.03 ~~obligations of~~is ~~the~~incorporated ~~Stockholders~~herein ~~under the Support Agreement will only apply to a number of shares owned~~ by ~~the Stockholders representing approximately 25~~reference.6% ~~of the total outstanding shares, or approximately 40.4% of the aggregate voting power of the Company stockholders.~~

~~The foregoing~~Item ~~description~~5.02. Departure of ~~the~~Directors ~~Support~~or ~~Agreements~~Certain isOfficers; ~~not~~Election ~~complete~~of ~~and~~Directors; isAppointment ~~qualified~~of inCertain ~~its~~Officers; ~~entirety~~Compensatory byArrangements ~~reference~~of toCertain ~~the Support Agreement, which is attached as Exhibit 10~~Officers.~~1 to this report and incorporated by reference herein.~~

~~Item~~In 7connection with the Merger, each of Henry Tippie, Radcliffe Hastings, Denis McGlynn, Patrick Bagley, Jeffrey Rollins, Timonthy Horne, Michael Tatioan and Anastasia Nardangeli resigned as a member of the Company board of directors (the “Board”) and from all committees of the Board on which such director served, effective as of the Effective Time.01 ~~Regulation~~Such FDresignations ~~Disclosure~~were not in connection with any disagreement between any of the directors and the Company. Pursuant to the Merger Agreement, at the Effective Time and as a result of the Merger, Marcus G. Smith, Williams R. Brooks and Michael D. Burch, the directors of Purchaser immediately prior to the Merger Effective Time, became the directors of the Company and the officers of the Purchaser immediately prior to the Merger Effective Time, became the officers of the Company.

OnItem ~~November 8,~~5.03. ~~2021,~~Amendments ~~the~~to ~~Company~~Articles ~~and Speedway issued a joint press release announcing the execution~~ of ~~the~~Incorporation ~~Merger~~or ~~Agreement~~Bylaws; ~~(the~~Change ~~“Press~~in ~~Release”)~~Fiscal ~~and related transactions~~Year. ~~A copy of the Press Release, is furnished as Exhibit 99.1 to this Current Report on Form 8-K.~~

~~Additional~~Pursuant ~~Information~~to ~~about~~the terms of the ~~Tender~~Merger ~~Offer~~Agreement, as of the Effective Time, the Company’s certificate of incorporation was amended and ~~Where~~restated and the Company’s bylaws were amended and restated. Copies of the Certificate of Incorporation and Bylaws effective as of the Merger Effective Time are filed as Exhibits 3.2 and 3.3 to ~~Find It~~this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

~~The~~Following ~~tender~~the ~~offer~~completion ~~for~~of the ~~outstanding~~Merger, ~~Common Stock~~the ~~and~~newly ~~Class A~~constituted ~~Common~~board ~~Stock~~ of ~~Dover~~directors ~~Motorsports, Inc.~~of ~~(“Dover”)~~the ~~has~~Company ~~not~~approved ~~been~~and ~~commenced.~~recommended ~~This~~that ~~filing~~the ~~does~~sole ~~not constitute~~stockholder aof ~~recommendation,~~the anCompany ~~offer~~approve ~~to purchase or~~ a ~~solicitation~~plan of anconversion ~~offer~~ to ~~sell~~effect ~~Dover securities. At~~ the ~~time~~conversion ~~the tender offer is commenced, Speedway Motorsports, LLC (“Speedway”) and Speedco II, Inc., a wholly owned subsidiary~~ of ~~Speedway~~the ~~(“Purchaser”), will~~Company ~~cause~~from a ~~Tender~~Delaware ~~Offer~~corporation ~~Statement on Schedule TO (including an Offer~~ to ~~Purchase)~~a toDelaware belimited ~~filed~~liability ~~with~~company ~~the Securities and Exchange Commission~~ (the “~~SEC~~Conversion”) and ~~thereafter, Dover will file~~ a ~~Solicitation/~~change ~~Recommendation Statement on Schedule 14D-9 with the SEC,~~ in ~~each case, with respect to~~ the ~~tender~~Company’s ~~offer.~~name ~~The solicitation and offer by Speedway~~ to ~~purchase shares of~~ Dover ~~common stock and Class A common stock will only be made pursuant to such Offer to Purchase and related materials. Once filed~~Motorsports, ~~investors~~LLC ~~and security holders are urged to read these materials~~ (~~including~~ the ~~Offer~~“Converted ~~to Purchase~~Company”), awhich ~~related~~plan ~~Letter~~was ofsubsequently ~~Transmittal~~approved ~~and~~by ~~certain other tender offer documents~~Speedway, as ~~each~~the ~~may~~sole bestockholder ~~amended~~of orthe ~~supplemented~~Company ~~from~~following ~~time~~the totransactions ~~time)~~contemplated ~~carefully~~by ~~since~~the ~~they~~Merger ~~will contain important information that Dover investors and security holders should consider before making any decision regarding tendering their common stock~~Agreement, ~~including~~by ~~the~~written ~~terms and conditions of the tender offer~~consent. ~~The~~On ~~Tender Offer Statement~~December 22, ~~Offer to Purchase~~2021, ~~Solicitation/Recommendation~~the ~~Statement~~Company ~~and~~filed ~~related~~a ~~materials~~certificate ~~will be~~of ~~filed~~conversion with the ~~SEC,~~Secretary ~~and~~of ~~Dover~~State ~~investors~~for ~~and~~the ~~security~~State ~~holders may obtain a free copy~~ of ~~these~~Delaware ~~materials~~to ~~(when~~effect ~~available) and other documents filed by Speedway, Purchaser and Dover with~~ the ~~SEC~~Conversion atas ~~the~~of ~~website~~12:01 ~~maintained by the SEC at www~~a.~~sec~~m.~~gov.~~ InNew ~~addition,~~York ~~the Tender~~City ~~Offer~~time ~~Statement~~on ~~and~~December 23, ~~other~~2021. ~~documents~~The ~~that~~sole ~~Speedway~~stockholder ~~and~~also ~~Purchaser~~approved ~~file with~~ the ~~SEC~~form ~~will~~of belimited ~~made~~liability ~~available~~company toagreement ~~all investors and security holders~~ of ~~Dover free of charge from~~ the ~~information~~Company ~~agent for~~ (the ~~tender~~“Operating ~~offer~~Agreement”).

~~Forward~~The foregoing descriptions of the Plan of Conversion, the Certificate of Conversion and the Operating Agreement do not purport to be complete and are qualified in their entirety by reference to Exhibits 2.2, 3.4, and 3.5 to this Current Report on Form 8-~~Looking~~K, ~~Statements~~respectively, which are incorporated herein by reference.

~~Certain~~Item ~~statements in this Current Report on Form 8-K are “forward-looking statements~~5.”07 ~~These~~Submission ~~statements relate to future events or the Company’s future financial performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels~~ of ~~activity,~~Matters ~~performance or achievements of the Company or its industry~~ to bea ~~materially~~Vote different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “forecast,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “poised,” “predict,” “potential” or the negative of ~~those~~Security ~~terms or other comparable terminology~~Holders. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company’s control, including: important factors, including risks relating to, among others: risks related to the Company’s ability to complete the merger transaction on the proposed terms and schedule or at all; whether the tender offer conditions will be satisfied; whether sufficient stockholders of the Company tender their shares in the transaction; the outcome of any legal proceedings that may be instituted against the Company and/or others relating to the transaction; the failure (or delay) to receive the required regulatory approvals relating to the transaction; the possibility that competing offers will be made; disruption from the proposed transaction, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; and the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the impact of the COVID-19 pandemic and its impact on the Company’s operations and other factors discussed in the “Risk Factors” of the Company’s most recent Annual Report on Form 10-K and subsequent filings.

The information set forth in Item 95.~~01.~~03 ~~Financial~~is ~~Statements~~incorporated ~~and~~by ~~Exhibits~~reference.

~~(d) Exhibits~~Item 8.01 Other Information

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, dated as of November 8, 2021, by and among Dover Motorsports, Inc., Speedway Motorsports, LLC and Speedco II, Inc.
10.1**		Tender and Support Agreement, dated as of November 8, 2021, by and among Speedco II, Inc. and certain stockholders of Dover Motorsports, Inc.
99.1		Joint press release of Speedway Motorsports, LLC and Dover Motorsports, Inc. issued on November 8, 2021 (furnished herewith).
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

On December 22, 2021, the Company and Speedway issued a joint press release relating to the expiration and results of the Offer and the expected consummation of the Merger (the “Press Release”). A copy of the Press Release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

* Schedules and Exhibits have been omitted pursuant to Item ~~601(b)(2) of~~ ~~Regulation S-K~~9.01. ~~The~~Financial ~~registrant~~Statements ~~hereby agrees to supplementally furnish to the SEC upon request any omitted schedule or exhibit to the Agreement~~ and ~~Plan of Merger~~Exhibits.

** Personal information has been omitted pursuant to Item 601(ad)~~(6)~~ ~~of Regulation S-K.~~Exhibits

SIGNATURES


Exhibit No.		Description

2.1*		Agreement and Plan of Merger, dated as of November 8, 2021, by and among Dover Motorsports, Inc., Speedway Motorsports, LLC and Speedco II, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 9, 2021).

2.2*		Plan of Conversion of Dover Motorsports, Inc. into Dover Motorsports, LLC, a Delaware limited liability company.

3.1		Certificate of Merger of Speedco II, Inc. into Dover Motorsports, Inc.

3.2		Amended and Restated Certificate of Incorporation of Speedway Motorsports, Inc. (included in Exhibit 3.1)

3.3		Amended and Restated Bylaws of Dover Motorsports, Inc.

3.4		Certificate of Conversion and Formation of Dover Motorsports, Inc., a Delaware corporation, into Dover Motorsports, LLC, a Delaware limited liability company.

3.5		Operating Agreement of Dover Motorsports, LLC.

99.1		Joint press release of Speedway Motorsports, LLC and Dover Motorsports, Inc. issued on December 22, 2021 (incorporated by reference from Exhibit (a)(5)(B) to Amendment No. 4 to the Schedule TO filed on December 22, 2021).

~~Pursuant~~* toSchedules ~~the~~and ~~requirements of~~Exhibits ~~the~~have ~~Securities~~been ~~Exchange~~omitted ~~Act~~pursuant ~~of 1934, the Registrant has duly caused this report~~ to beRegulation ~~signed on its behalf by the undersigned hereunto duly authorized~~S-K.

	Dover Motorsports, Inc.
	(Registrant)
November 9, 2021
	By:	/s/ Denis McGlynn
		Denis McGlynn President and Chief Executive Officer

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.
	(Registrant)

December 23, 2021

	By:	/s/ Denis McGlynn
		Denis McGlynn President and Chief Executive Officer

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