-----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, PH/NRjKV1w5aty8KCO2M7w5PkB8/xUYOT52ADZGFKSPBfSjBbtbQsodEi0IJb+OY 1vG4A3BiW67y7lsVwatLwA== 0000921895-04-001055.txt : 20040728 0000921895-04-001055.hdr.sgml : 20040728 20040727153829 ACCESSION NUMBER: 0000921895-04-001055 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040726 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040727 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: 04933381 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_07272004.htm 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 26, 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 27,  2004,  Empire  Resorts,  Inc.  issued  a press  release
announcing  the  closing of its  private  offering  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 27, 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 27, 2004

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

                                       2
EX-99.1 2 ex991to8k_07272004.htm sec document

                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE


         EMPIRE RESORTS, INC. ANNOUNCES CLOSING OF $65 MILLION OF 5 1/2%
                            CONVERTIBLE SENIOR NOTES

(Monticello,  NY - July 27,  2004) Empire  Resorts,  Inc.  (NASDAQ:  NYNY) today
announced  the  closing of its  previously  announced  private  offering  of $65
million principal amount of 5 1/2% convertible  senior notes (the "Notes") to be
guaranteed by its material subsidiaries and convertible into its common stock at
a conversion price of $13.75 per share of common stock, subject to adjustment to
a price of not less than  $12.56 in certain  events.  The  maturity  date of the
Notes is July 31, 2014.

The Notes were  offered in  reliance  on Rule 144A under the  Securities  Act of
1933,  as amended (the  "Securities  Act").  The Notes have not been  registered
under  the  Securities  Act,  or  any  state  securities  laws,  and  unless  so
registered,  may not be offered nor sold in the United States except pursuant to
an  exemption  from,  or in a  transaction  not  subject  to,  the  registration
requirements  of the Securities Act and applicable  securities  laws.  This news
release does not constitute an offer to sell or the  solicitation of an offer to
buy,  nor shall there be any sale of the Notes in any state in which such offer,
solicitation or sale would be unlawful prior to  registration  or  qualification
under the securities laws of any such state.

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.



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

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