-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VFMZNWVaUTQ0vchkYQoHtJqGGCp1XBWQ3QinI0Rls5ozBEXwMdI2Cc5m6XUU0/t8 ddMY1W2c+hYXocseNrzW1A== 0000921895-04-001028.txt : 20040721 0000921895-04-001028.hdr.sgml : 20040721 20040721122657 ACCESSION NUMBER: 0000921895-04-001028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040720 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMPIRE RESORTS INC CENTRAL INDEX KEY: 0000906780 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 133714474 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12522 FILM NUMBER: 04923861 BUSINESS ADDRESS: STREET 1: RT 17B STREET 2: P.O. BOX 5013 CITY: MONTICELLO STATE: NY ZIP: 12701 BUSINESS PHONE: (845) 794-4100 MAIL ADDRESS: STREET 1: RT 17B STREET 2: P.O. BOX 5013 CITY: MONTICELLO STATE: NY ZIP: 12701 FORMER COMPANY: FORMER CONFORMED NAME: ALPHA HOSPITALITY CORP DATE OF NAME CHANGE: 19930614 8-K 1 form8k05558_07202004.htm 8-K sec document


                                  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): July 20, 2004

                              EMPIRE RESORTS, INC.
             (Exact name of registrant as specified in its charter)

  Delaware                            1-12522                  13-3714474
- --------------------------------------------------------------------------------
(State or other jurisdiction        (Commission             (IRS Employer
of incorporation)                   File Number)            Identification No.)

                      Route 17B, Monticello, New York 12701
                     Address of principal executive offices

       Registrant's telephone number, including area code: (845) 794-4100
                                                            --------------

- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)





ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.

          On July  20,  2004,  Empire  Resorts,  Inc.  issued  a  press  release
announcing the conversion price of its $65 million of 5 1/2% convertible  senior
notes. A copy of the press release is attached hereto as Exhibit 99.1.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

    (c)       Exhibits

    99.1      Press Release of Empire Resorts, Inc. dated July 20, 2004.


                                   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.


                                         EMPIRE RESORTS, INC.
Dated: July 21, 2004

                                         By:  /s/ Scott A. Kaniewski
                                            ------------------------------------
                                              Scott A. Kaniewski
                                              Chief Financial Officer


                                       2

EX-99 2 ex991to8k_07202004.htm EX-99.1 sec document


                                                                    EXHIBIT 99.1



FOR IMMEDIATE RELEASE


         EMPIRE RESORTS, INC. ANNOUNCES CONVERSION PRICE OF CONVERTIBLE
                                  SENIOR NOTES

(Monticello,  NY - July 20,  2004) Empire  Resorts,  Inc.  (NASDAQ:  NYNY) today
announced,  in connection  with its prior  announcement  on July 16, 2004 of the
pricing of $65 million of 5 1/2%  convertible  senior notes to be  guaranteed by
its  material  subsidiaries  and  convertible  into its common  stock,  that the
conversion price is $ 13.75 per share of common stock,  subject to adjustment in
certain events. The maturity date is July 31, 2014. The notes are expected to be
issued on Friday, July 23, 2004, subject to customary closing conditions.

          The notes are being sold in a Rule 144A private  offering to qualified
institutional  buyers,  will not be registered  under the Securities Act of 1933
and may not be  offered  or sold in the  United  States  except  pursuant  to an
effective  registration  statement  under  the  Securities  Act  of  1933  or in
accordance with an applicable  exemption from the  registration  requirements of
the Securities Act of 1933.


ABOUT EMPIRE RESORTS, INC.


Empire  Resorts,  Inc.  operates the  Monticello  Raceway and is involved in the
development  of other legal gaming venues in New York. The company opened Mighty
M Gaming at the Raceway site on June 30, 2004.  The new facility  features 1,743
video gaming  machines and amenities  such as a 350 seat buffet and live nightly
entertainment.  In addition,  Empire Resorts' partner,  the Cayuga Nation of New
York,  has  submitted an  application  to the United  States  Department  of the
Interior,  Bureau of Indian Affairs (BIA) for the transfer of  approximately  30
acres of land adjacent to the Raceway to the United States Government to be held
in trust for the  Cayuga  Nation of New York for  purposes  of  building  a $500
million "Class III" Native American casino and resort. The Nation's  application
is  currently  in the  final  stages of  review  by the BIA.  On June 10,  2004,
Governor  George E. Pataki and the Cayuga Nation of New York signed an agreement
that contains key provisions that advance the proposed development of the Cayuga
Catskill Resort.

          Statements in this press release regarding the company's business that
are not historical facts are "forward-looking statements" that involve risks and
uncertainties,  including  the  need for  regulatory  approvals,  financing  and
successful completion of construction. The company wishes to caution readers not
to place undue reliance on such forward-looking statements, which statements are
made pursuant to the Private  Securities  Litigation  Reform Act of 1994, and as
such,  speak only as of the date made.  To the extent the  content of this press
release  includes  forward-looking  statements,  they involve  various risks and
uncertainties  including (i) the risk that various  approvals  necessary for the
projects  described  herein and required to be obtained  from the United  States
Bureau of Indian Affairs, the National Indian Gaming Regulatory Commission,  the
Governor of the State of New York and  various  other  federal,  State and local
governmental  entities are not received,  (ii) the risk that financing necessary
for the proposed  programs or projects may not be able to be obtained because of
credit factors,  market conditions or other  contingencies,  (iii) the risk that
the Cayuga Nation may exercise  certain broad rights with regard to  termination
of its agreements  with the company (iv) the risk of  non-compliance  by various
counterparties  of the related  agreements,  and (v) general risks affecting the
company as described from time to time in it's reports filed with the Securities
and Exchange Commission.  For a full discussion of such risks and uncertainties,
which  could  cause  actual  results  to  differ  from  those  contained  in the
forward-looking statements, see "Risk Factors" in the company's Annual Report or
Form 10-K for the most recently ended fiscal year.


THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A  SOLICITATION  OF AN
OFFER TO BUY THE  SECURITIES  DESCRIBED  HEREIN,  NOR SHALL THERE BE ANY SALE OF
THESE  SECURITIES  IN  ANY  STATE  OR  JURISDICTION  IN  WHICH  SUCH  AN  OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO  REGISTRATION  OR  QUALIFICATION
UNDER THE SECURITIES LAW OF ANY SUCH JURISDICTION.

Contact:    Charles Degliomini
            Empire Resorts, Inc.
            (845) 794-4100 x 470
            cdegliomini@empireresorts.com
            -----------------------------


-----END PRIVACY-ENHANCED MESSAGE-----