0001193125-14-321482.txt : 20140826 0001193125-14-321482.hdr.sgml : 20140826 20140826145535 ACCESSION NUMBER: 0001193125-14-321482 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140824 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140826 DATE AS OF CHANGE: 20140826 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: 141065027 BUSINESS ADDRESS: STREET 1: 204 STATE ROUTE 17B STREET 2: P.O. BOX 5013 CITY: MONTICELLO STATE: NY ZIP: 12701 BUSINESS PHONE: (845) 807-0001 MAIL ADDRESS: STREET 1: 204 STATE ROUTE 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 d781585d8k.htm FORM 8-K Form 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): August 24, 2014

 

 

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, 204 State

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 24, 2014, Empire Resorts, Inc. (the “Company”) and Charles A. Degliomini entered into an Amendment No. 1 to Employment Agreement (the “Employment Agreement Amendment”), to amend certain terms of the Employment Agreement entered into on December 7, 2012 between the Company and Mr. Degliomini (the “Employment Agreement”). The Employment Agreement was amended to: (i) extend the term of employment from December 31, 2014 to December 31, 2015 and (ii) increase Mr. Degliomini’s base salary from $250,000 to $257,500. In addition, the Employment Agreement was amended to supplement the definition of “Change in Control” such that the following will also constitute a Change in Control:

“The individuals who, as of the date hereof, constitute the members of the Board (the ‘Current Board Members’) cease, by reason of a financing, merger, combination, acquisition, takeover or other non-ordinary course transaction affecting the Company, to constitute at least a majority of the members of the Board unless such change is approved by the Current Board Members.”

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

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

10.1    Amendment No. 1 to Employment Agreement, dated as of August 24, 2014, by and between Empire Resorts, Inc. and Charles A. Degliomini

 

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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: August 26, 2014

 

EMPIRE RESORTS, INC.
By:  

/s/ Joseph A. D’Amato

  Name:   Joseph A. D’Amato
  Title:   Chief Executive Officer

 

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Exhibit Index

 

10.1    Amendment No. 1 to Employment Agreement, dated as of August 24, 2014, by and between Empire Resorts, Inc. and Charles A. Degliomini

 

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EX-10.1 2 d781585dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This Amendment No. 1 to the Employment Agreement (this “Amendment”), is entered into as of August 24, 2014, by and between Empire Resorts, Inc., a Delaware corporation (the “Company”), and Charles A. Degliomini (the “Executive” and, together with the Company, “the Parties”).

WITNESSETH:

WHEREAS, Empire and Executive entered into an Employment Agreement dated as of December 7, 2012 (hereinafter the “Employment Agreement”); and

WHEREAS, the Parties desire to amend the Employment Agreement.

NOW, THEREFORE, the Parties hereto agree to amend the Employment Agreement as follows, effective as of July 1, 2014:

1. Section 1 shall be amended by deleting the date “December 31, 2014” and inserting the date “December 31, 2015” in place thereof.

2. Section 3 shall be amended by deleting the amount “Two Hundred Fifty Thousand Dollars ($250,000)” and inserting the amount “Two Hundred Fifty Seven Thousand Five Hundred Dollars ($257,500)” in place thereof.

3. Section 5(b) will be deleted in its entirety and replaced with the following:

“For purposes of this Agreement, ‘Change in Control’ shall be deemed to have occurred if:

i. a tender offer (or series of related offers) shall be made and consummated for the ownership of 50% or more of the outstanding voting securities of the Company, unless as a result of such tender offer more than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the shareholders of the Company (as of the time immediately prior to the commencement of such offer), any employee benefit plan of the Company or its Subsidiaries, and their affiliates;

ii. the Company shall be merged or consolidated with another corporation, unless as a result of such merger or consolidation more than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the shareholders of the Company (as of the time immediately prior to such transaction), any employee benefit plan of the Company or its Subsidiaries, and their affiliates;

iii. the Company shall sell substantially all of its assets to another corporation that is not wholly owned by the Company, unless as a result of such sale more than 50% of such assets shall be owned in the aggregate by the shareholders of the Company (as of the time immediately prior to such transaction), any employee benefit plan of the Company or its Subsidiaries and their affiliates;

 

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iv. a Person (as defined below) shall acquire 50% or more of the outstanding voting securities of the Company (whether directly, indirectly, beneficially or of record), unless as a result of such acquisition more than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the shareholders of the Company (as of the time immediately prior to the first acquisition of such securities by such Person), any employee benefit plan of the Company or its Subsidiaries, and their affiliates; or

v. The individuals who, as of the date hereof, constitute the members of the Board (the “Current Board Members”) cease, by reason of a financing, merger, combination, acquisition, takeover or other non-ordinary course transaction affecting the Company, to constitute at least a majority of the members of the Board unless such change is approved by the Current Board Members.

For purposes of this Section 5(b), ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(I)(i) (as in effect on the date hereof) under the Exchange Act of 1934, as amended (the “Exchange Act”). In addition, for such purposes, “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; however, a Person shall not include (A) the Company or any of its Subsidiaries; (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries; (C) an underwriter temporarily holding securities pursuant to an offering of such securities; or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportion as their ownership of stock of the Company.”

The Parties hereby agree that, except as specifically provided in and modified by this Amendment, the Employment Agreement is in all other respects hereby ratified and confirmed and references to the Employment Agreement shall be deemed to refer to the Employment Agreement as modified by this Amendment.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first written above.

 

EMPIRE RESORTS, INC.
By:  

/s/ Joseph A. D’Amato

  Name:   Joseph A. D’Amato
  Title:   Chief Executive Officer
EXECUTIVE

/s/ Charles A. Degliomini

Charles A. Degliomini

 

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