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 (Date of earliest event reported): ~~June~~October 616, 2012 ~~(May 31, 2012)~~

Great Wolf Resorts, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-35458	51-0510250
(State or other jurisdiction Of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

525 Junction Road, Suite 6000 South, Madison, Wisconsin		53717
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (608) 662-4700

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):

¨	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))

Item 45.0102. ~~Changes~~Departure inof ~~Registrant’s~~Directors ~~Certifying~~or ~~Accountant~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On May 31, 2012, Great Wolf Resorts, Inc.~~ (~~the “Company”~~c) (i) dismissed Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm and (ii) appointed PricewaterhouseCoopers LLP (“PwC”), effective immediately, to serve as the Company’s new independent registered public accounting firm to audit the Company’s financial statements as of and for the year ending December 31, 2012. The Board of Directors of the Company approved Grant Thornton’s dismissal and PwC’s appointment.

~~The~~On ~~reports~~October of16, ~~Grant~~2012, ~~Thornton~~Great onWolf ~~the~~Resorts, ~~financial~~Inc. ~~statements of~~ (the “Company”) asappointed ofTimothy ~~and~~D. ~~for~~Black, ~~the~~age ~~fiscal~~47 ~~years~~as ~~ended~~Executive ~~December~~Vice ~~31,~~President and ~~2011~~Chief ~~and~~Operating ~~2010 did~~Officer ~~not~~of ~~contain~~the ~~any~~Company. ~~adverse~~Mr. ~~opinion~~Black orpreviously ~~disclaimer~~served ofas ~~opinion,~~the ~~and~~Company’s ~~were~~Executive ~~not~~Vice ~~qualified~~President orof ~~modified~~Operations assince toJanuary ~~uncertainty~~2009, ~~audit~~as ~~scope or accounting principles. During~~ the Company’s ~~fiscal~~Senior ~~years~~Vice ~~ended~~President ~~December~~of ~~31,~~Operations ~~2011~~from ~~and~~June ~~2010,~~2008 ~~and the interim period~~ through ~~May~~January 312009, and ~~2012,~~as ~~(i)~~ the Company’s ~~had~~Regional noVice ~~disagreements~~President ~~with~~of ~~Grant~~Operations ~~Thornton~~from onDecember ~~any~~2005 ~~matter~~through ofJune ~~accounting~~2008. ~~principles~~From orOctober ~~practices,~~2004 ~~financial~~through ~~statement~~December ~~disclosure~~2005, orMr. ~~auditing~~Black ~~scope~~served oras ~~procedure,~~the ~~which~~General ~~disagreements,~~Manager ifof ~~not~~the ~~resolved to Grant Thornton~~Company’s ~~satisfaction,~~Great ~~would~~Wolf ~~have~~Lodge ~~caused~~resort ~~Grant~~located ~~Thornton~~in toWisconsin Dells, ~~make~~Wisconsin. ~~reference~~Prior to ~~the~~that, ~~subject~~Mr. ~~matter~~Black ofspent ~~such~~eighteen ~~disagreements~~years inat ~~its~~Six ~~reports~~Flags, onInc. ~~the~~in ~~financial~~various ~~statements~~senior ofmanagement ~~the~~positions, ~~Company~~serving ~~for~~most ~~such~~recently ~~years~~as ~~and~~Vice ~~(ii)~~President ~~there~~and ~~were~~General noManager ~~reportable~~of ~~events~~Six ofFlags ~~the type~~Great ~~described~~America infrom ~~Item~~August ~~304(a)(1)(v)~~2003 ofthrough ~~Regulation~~October ~~S-K~~2004.

~~The~~In ~~Company~~connection ~~has~~with ~~provided~~his ~~Grant~~appointment ~~Thornton~~as ~~with~~Executive aVice ~~copy~~President ofand ~~the~~Chief ~~foregoing disclosure~~Operating ~~and~~Officer, ~~requested~~on ~~that~~October ~~Grant~~16, ~~Thornton~~2012, ~~furnish~~ the Company entered ~~with~~into aan ~~letter~~amended ~~addressed~~and torestated ~~the~~employment ~~Securities~~agreement ~~and~~with ~~Exchange~~Mr. ~~Commission~~Black ~~stating~~(the ~~whether~~“Employment orAgreement”). ~~not~~The ~~Grant~~Employment ~~Thornton~~Agreement ~~agrees~~contemplates ~~with~~that ~~the~~Mr. ~~statements~~Black ~~above~~will ~~concerning~~serve ~~Grant~~in ~~Thornton.~~his Aposition ~~copy~~for an initial term of ~~Grant~~five (5) years (the ~~Thornton’s~~“Employment ~~letter~~Period”), ~~dated~~which ~~June~~commenced 6on August 13, 2012, isthe ~~attached~~effective ~~hereto~~date asof ~~Exhibit~~the 16employment agreement previously entered into between the Company and Mr.1 Black. Thereafter, the term may be extended by mutual agreement of the Company and Mr. Black.

~~During~~The ~~the~~terms ~~fiscal~~of ~~years~~the ~~ended~~Employment ~~December~~Agreement 31provide that, ~~2011~~ ~~and~~among ~~2010~~other things, ~~and~~Mr. ~~the~~Black ~~interim~~(i) ~~period~~will ~~through~~be ~~May~~paid ~~31,~~an ~~2012,~~annual ~~the~~base salary ~~Company~~of ~~did~~$319,770 ~~not~~(provided ~~consult~~that ~~PwC~~commencing ~~with~~as ~~respect~~of toJanuary ~~either~~1, ~~(i)~~2013, the ~~application~~annual ofbase ~~accounting~~salary ~~principles~~will increase to a$340,000), ~~specified~~which ~~transaction,~~will ~~either~~be ~~completed~~pro-rated orfor ~~proposed;~~any orpartial ~~the~~calendar ~~type~~year of ~~audit~~service ~~opinion that~~and ~~might~~subject beto ~~rendered~~annual onreview ~~the~~by ~~Company’s~~our ~~financial~~board ~~statements~~of directors, ~~and~~(ii) nowill have ~~written~~an ~~report~~annual orbonus ~~oral~~opportunity ~~advice~~of ~~was~~up ~~provided~~ to ~~the~~100% ~~Company~~of bybase ~~PwC~~salary, ~~that~~contingent ~~PwC~~upon ~~concluded~~the ~~was~~achievement anof ~~important~~qualitative ~~factor~~and ~~considered~~quantitative byperformance ~~the~~goals ~~Company~~approved inby ~~reaching~~our aboard ~~decision~~of asdirectors to(provided that the ~~accounting,~~ ~~auditing~~amount orof ~~financial~~any ~~reporting~~bonus ~~issue;~~payable orto ~~(ii)~~Mr. ~~any~~Black ~~matter~~in respect ~~that~~of ~~was~~2012 ~~either~~will ~~the~~be ~~subject~~reduced ofby ~~a disagreement~~$125,000). asUnder ~~that~~the ~~term~~Employment isAgreement, ~~described~~Mr. inBlack ~~Item~~is ~~304(a)(1)(iv)~~eligible ofto ~~Regulation~~participate ~~S-K~~in ~~and~~ the ~~related~~Company’s ~~instructions~~retirement toand ~~Item~~other ~~304~~employee ofbenefit ~~Regulation~~plans ~~S-K,~~and orpolicies ~~a reportable~~that ~~event,~~it asmakes ~~that~~generally ~~term~~available isto ~~described~~other inexecutives, except ~~Item~~severance ~~304(a)(1)(v)~~plans ofor ~~Regulation S-K~~policies.

Under the Employment Agreement, between January 1, 2013 and January 15, 2013, Mr. Black has agreed to invest $300,000 in common stock of K-9 Holdings, Inc., the Company’s direct parent (“Holdings”), provided that upon request by Mr. Black, Holdings will provide Mr. Black with a loan to effect such purchase.

The Employment Agreement provides severance benefits in the event that Mr. Black experiences certain qualifying terminations.

If during the Employment Period, the Company terminates Mr. Black’s employment without cause, subject to his execution of a general release of claims in favor of the Company, Mr. Black will be entitled to receive a lump sum amount equal to 100% of his then-current annual base salary.

If during the Employment Period, a change in control occurs and within eighteen (18) months following the occurrence of the change in control, the Company terminates Mr. Black’s employment without cause or Mr. Black resigns for good reason, subject to his execution of a general release of claims in favor of the Company, Mr. Black will be entitled to receive the following:

•

A lump sum amount equal to 200% of his then-current annual base salary and the amount of any bonus paid or payable to him in respect of the year prior to the year of termination;

•

A lump sum amount equal to thirty-six times (36x) times the Company’s monthly contribution on behalf of Mr. Black under the health and welfare plans in which he participates; and

•

Any equity awards granted to Mr. Black that are outstanding as of the date of his termination will accelerate in full.

The Employment Agreement contains twelve (12) month post-termination non-competition and non-solicitation restrictions and perpetual confidential information and non-disparagement covenants.

The Employment Agreement replaces and supersedes the employment agreement previously entered into between the Company and Mr. Black.

On October 16, 2012, the Company issued a press release announcing the promotion of Mr. Black to Executive Vice President and Chief Operating Officer and a copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
ExhibitNumber		Description
16.1		Letter from Grant Thornton, dated June 6, 2012, regarding the change in certifying accountant.
99.1		Press Release issued by Great Wolf Resorts, Inc. on October 16, 2012

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.


		Great Wolf Resorts, Inc.

By:		/s/ James A. Calder
Name:		James A. Calder
Title:		Chief Financial Officer

Date: ~~June~~October 616, 2012

EXHIBIT INDEX

Exhibit Number		Description
16.1		Letter from Grant Thornton, dated June 6, 2012, regarding the change in certifying accountant.
99.1		Press Release issued by Great Wolf Resorts, Inc. on October 16, 2012

Filing Compare · Great Wolf Resorts, Inc.