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): March 30, 2012

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 1.01. Entry into a Material Definitive Agreement.

On December 21, 2011, Monticello Raceway Management, Inc. (“MRMI”), a wholly-owned subsidiary of Empire Resorts, Inc. (the “Company” or “Empire”), entered into an option agreement (the “Option Agreement”) with EPT Concord II, LLC (“EPT”). Pursuant to the Option Agreement, EPT granted MRMI a sole and exclusive option (the “Option”) to lease certain EPT property located in Sullivan County, New York (the “EPT Property”) pursuant to the terms of a lease negotiated between the parties.

On March 30, 2012, MRMI and EPT entered into a letter agreement (the “Option Letter Agreement”) amending certain terms of the Option Agreement. More specifically, MRMI and EPT agreed to extend the option exercise period from June 21, 2012 to July 21, 2012 (as the same may be further extended pursuant to the Option Agreement). In addition, the parties agreed to extend the date by which they would enter into a master development agreement with respect to the EPT Property from March 31, 2012 to April 30, 2012. Except for these amendments, the Option Agreement remains unchanged and in full force and effect.

This summary description is qualified in its entirety by reference to the actual Option Letter Agreement, which is filed as 10.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Letter Agreement, dated March 30, 2012, by and between Monticello Raceway Management, Inc. and EPT Concord II, LLC.

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: April 2, 2012

EMPIRE RESORTS, INC.
By:	/s/ Laurette J. Pitts
	Name: Laurette J. Pitts
	Title: Chief Financial Officer

Exhibit Index

10.1 Letter Agreement, dated March 30, 2012, by and between Monticello Raceway Management, Inc. and EPT Concord II, LLC.

EX-10.1

Exhibit 10.1

[MRMI LETTERHEAD]

March 30, 2012

Gregory K. Silvers

EPT Concord II, LLC

c/o Entertainment Properties Trust

909 Walnut Street, Suite 200

Kansas City, Missouri 64106

Dear Mr. Silvers:

Reference is made to that certain Option Agreement, dated as of December 21, 2011, between EPT Concord II, LLC (“EPT”), as owner of the Property described therein, and Monticello Raceway Management, Inc. (“MRMI”; together with EPT, collectively, the “Parties”), as tenant, a copy of which is attached hereto as Exhibit A (the “Option Agreement”), with respect to MRMI’s option to lease the Property in accordance with the terms set forth in the form of lease attached thereto as Exhibit B. The Parties hereby agree to amend the Option Agreement to extend the MDA Outside Date (as defined therein) by thirty (30) days, such that the MDA Outside Date (as defined therein) shall mean April 30, 2012. Neither EPT nor MRMI (nor any of their respective permitted successors or assigns) shall have the right to terminate the Option Agreement prior to the MDA Outside Date as extended by this letter agreement. Furthermore, the Parties agree to amend the Option Agreement to extend the term of the Option Exercise Period (as defined therein) by thirty (30) days, such that the Option Exercise Period End Date (as defined therein) shall mean July 21, 2012 (as the same may be extended pursuant to Section 1(b) of the Option Agreement). Except for the extension of the MDA Outside Date and the Option Exercise Period End Date, the Option Agreement is unamended and remains in full force and effect.

[SIGNATURE PAGE FOLLOWS]

If the foregoing accurately sets forth your understanding of our agreement, please indicate your concurrence by signing in the space provided below and returning one copy of this letter to the undersigned. We look forward to continuing to work with you to complete the master development plan expeditiously.

Very truly yours,
Monticello Raceway Management, Inc.
By:	/s/ Laurette J. Pitts
	Name: Laurette J. Pitts
	Title: Chief Financial Officer

Accepted and agreed to as of

the 30^th day of March, 2012:

EPT Concord II, LLC
By:	/s/ Gregory K. Silvers
	Name: Gregory K. Silvers
	Title: Vice President

With notice to:

EPT Concord II, LLC

c/o Entertainment Properties Trust

909 Walnut Street, Suite 200

Kansas City, Missouri 64106

Attention: Asset Manager

And copies to:

Entertainment Properties Trust

909 Walnut Street, Suite 200

Kansas City, Missouri 64106

Attention: General Counsel

and

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Attention: Harry R. Silvera, Esq.