8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 13, 2011

EMPIRE RESORTS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-12522	13-3714474
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

c/o Monticello Casino and Raceway, Route 17B, P.O. Box 5013, Monticello, NY	12701
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (845) 807-0001

Not Applicable

(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 to 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))

Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 13, 2011, Empire Resorts, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Meeting”) in New York, New York for the purposes of (i) electing six directors to serve on the Board of Directors of the Company for a one year term that expires at the 2012 annual meeting of stockholders or until their respective successors are elected and qualified or until their earlier resignation or removal and (ii) approving an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation in order to effect a one-for-three reverse split (the “Reverse Split”) of the Company’s common stock.

Below are the voting results for the matters submitted to a vote of the Company’s stockholders at the Meeting:

(i) Election of six Directors: All nominees were elected as Directors with the following vote:

Nominee	For	Withheld
Joseph A. D’Amato	60,041,661	569,668
Emanuel R. Pearlman	60,018,775	592,554
Au Fook Yew	60,039,061	572,268
Gregg Polle	60,016,741	594,588
James Simon	60,043,345	567,984
Nancy A. Palumbo	60,059,521	551,808

(ii) Approval of Amendment and Reverse Split: The proposal to approve the Amendment and the Reverse Split was approved with 76,247,476 votes in favor, 1,835,031 votes against and 263,637 abstentions. A copy of the Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference. The press release announcing the Reverse Split is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation
99.1	Press release, dated December 13, 2011

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.

Dated: December 13, 2011

EMPIRE RESORTS, INC.
By:	/s/ Joseph A. D’Amato
	Name: Joseph A. D’Amato
	Title: Chief Executive Officer

Exhibit Index

3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation
99.1	Press release, dated December 13, 2011

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF EMPIRE RESORTS, INC.

The undersigned, for the purposes of amending the Amended and Restated Certificate of Incorporation of Empire Resorts, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that:

FIRST: The Board of Directors of the Corporation (the “Board”) duly adopted in accordance with Section 141(b) of the DCGL, at a meeting of the Board held on September 30, 2011, a resolution proposing and declaring advisable the following amendment to Article FOURTH of the Amended and Restated Certificate of Incorporation of said Corporation:

ARTICLE FOURTH

Upon the effectiveness of the amendment to the certificate of incorporation containing this sentence (the “Split Effective Time”) each share of the Common Stock issued and outstanding immediately prior to the date and time of the filing hereof with the Secretary of State of the State of Delaware shall be automatically changed and reclassified into a smaller number of shares such that each three shares of issued Common Stock immediately prior to the Split Effective Time is reclassified into one share of Common Stock. Notwithstanding the immediately preceding sentence, there shall be no fractional shares issued and, in lieu thereof, a holder of Common Stock on the Split Effective Time who would otherwise be entitled to a fraction of a share as a result of the reclassification, following the Split Effective Time, shall be issued scrip in registered uncertificated form which shall entitle the holder to receive a full share of Common Stock upon the surrender of such scrip aggregating a full share and subject to such other conditions as the Board of directors may impose provided, however, such scrip shall be void if not exchanged for certificates representing uncertificated full shares on or before the 30^th day following the Split Effective Time. No stockholders will receive cash in lieu of fractional shares.

SECOND: The holders of a majority of the issued and outstanding voting stock of the Corporation have voted in favor of said amendment pursuant to Section 242 of the DGCL.

THIRD: The aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Amended and Restated Certificate of Incorporation of Empire Resorts, Inc. to be duly executed by the undersigned this 13^th day of December, 2011.

EMPIRE RESORTS, INC.
By:	/s/ Joseph A. D’Amato
	Name: Joseph A. D’Amato
	Title: Chief Executive Officer

EX-99.1

Exhibit 99.1

EMPIRE RESORTS ANNOUNCES REVERSE SPLIT OF ITS COMMON STOCK

MONTICELLO, N.Y., December 13, 2011 — Empire Resorts, Inc., (NASDAQ-GM: NYNY) (“Empire” or the “Company”) today announced it filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) to implement a one-for-three reverse split (the “Reverse Split”) of its common stock, $.01 par value per share. The Amendment became effective on December 13, 2011 (the “Effective Time”). The Amendment did not change the par value of the common stock or the number of shares of common stock Empire is authorized to issue. Stockholders holding shares representing a majority of the Empire’s outstanding voting power approved the Amendment at the annual meeting of stockholders held on December 13, 2011.

At the Effective Time, immediately and without further action by Empire’s stockholders, every three (3) shares of Empire’s pre-split common stock will automatically be converted into one (1) share of post-split common stock.

The split-adjusted shares of Empire’s common stock will begin trading on the Nasdaq Global Market on Wednesday, December 14, 2011 under the symbol “NYNYD,” with a “D” added for 20 trading days to signify that the Reverse Split has occurred. The new CUSIP number assigned to Empire’s common stock because of the Reverse Split is 292052206.

Emanuel Pearlman, Chairman of the Board of Directors of Empire, stated the following: “We anticipate that with the approval of the Reverse Split, our common stock will continue to trade on the Nasdaq Global Market. We believe that this will permit the Company to have financing flexibility as we continue with our efforts to grow Empire.”

Continental Stock Transfer & Trust Company, Empire’s transfer agent, will act as exchange agent for the exchange. Stockholders will receive forms and notices to exchange their existing shares for new shares from the exchange agent or their broker.

About Empire Resorts, Inc.

Empire owns and operates, through its subsidiary Monticello Raceway Management, Inc., the Monticello Casino & Raceway, a harness horse racing track and casino located in Monticello, New York and 90 miles from midtown Manhattan. For additional information, please visit www.empireresorts.com.

Cautionary Statement Regarding Forward Looking Information

Statements in this press release regarding the company’s business that are not historical facts are “forward-looking statements” that may involve material risks and uncertainties. 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 1995, and as such, speak only as of the date made. For a full discussion of 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 on Form 10-K for the most recently ended fiscal year, as amended, as well as the company’s Quarterly Report on Form 10-Q for the most recently ended fiscal quarter.

Contact:

Empire Resorts, Inc.

Investor Relations

Charles A. Degliomini

Executive Vice President

(845) 807-0001

cdegliomini@empireresorts.com