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): October 29, 2019

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	NYNY	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Items

On October 14, 2019, Empire Resorts, Inc. (the “Company”), mailed to all registered and beneficial stockholders a Proxy Statement setting forth the date for a special meeting of the stockholders to vote on, among other things, the approval of that certain Agreement and Plan of Merger, dated as of August 18, 2019 (the “Merger Agreement”), by and among the Company, Hercules Topco LLC, a Delaware limited liability company (“Parent”), and Hercules Merger Subsidiary Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are affiliates of Kien Huat Realty III Limited, the Company’s largest stockholder, and Genting Malaysia Berhard.

On October 29, 2019, the Company sent a reminder letter to all registered and beneficial stockholders holding one hundred seventy-seven (177) shares or more who have not yet submitted a vote on the approval of the Merger Agreement. A copy of this special reminder letter is furnished as Exhibit 99.1 hereto and is incorporated into this Item 8.01 by reference.

Additional Information and Certain Information Regarding Participants

The Company, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from Company stockholders in connection with the proposed transaction. The Company has filed a definitive proxy statement and other relevant materials with the SEC on October 11, 2019 in connection with any such solicitation of proxies from Company stockholders. COMPANY STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT MATERIALS IN THEIR ENTIRETY AS THEY WILL CONTAIN IMPORTANT INFORMATION. Information regarding the ownership of the Company’s directors and executive officers in the Company’s common stock is included in their SEC filings on Forms 3, 4, and 5, which can be found through the Company’s website (http://www.empireresorts.com), or through the SEC’s website at www.sec.gov. Information can also be found in the Company’s other SEC filings, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. More detailed and updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement and other materials filed with the SEC in connection with the proposed transaction. Stockholders may obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC for no charge at the SEC’s website at www.sec.gov. Copies are also available at no charge at the Company’s website at http://www.empireresorts.com, or by writing to Empire Resorts, Inc., at c/o Monticello Casino and Raceway, 204 State Route 17B, P.O. Box 5013, Monticello, New York 12701.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99.1.	Reminder letter dated October 29, 2019

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: October 30, 2019

EMPIRE RESORTS, INC.
By:	/s/ Ryan Eller
Name:	Ryan Eller
Title:	President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Please Contact MacKenzie Partners Today

To vote Your Empire Resorts Shares

October 29, 2019

Dear Empire Resorts Stockholder:

We recently mailed you a proxy statement in connection with the Special Meeting of Empire Resorts Stockholders scheduled for November 13, 2019. At the meeting stockholders are being asked vote on and approve, among other things, the merger of Empire Resorts with affiliates of Kien Huat Realty III Limited and Genting Malaysia Berhad. Under the terms of the merger agreement Kien Huat and Genting Malaysia will acquire all of the outstanding equity of the company not currently owned by the acquirers for $9.74 in cash per share of common stock.

As described in the proxy statement, completion of the merger requires the affirmative vote of a majority of the voting power of the outstanding shares not owned by Kien Huat, Genting Malaysia, their affiliates or any director or executive officer of the company. Therefore it is important that your shares be voted at the Special Meeting. We urge you to vote your Empire Resorts shares today. You may do so by contacting MacKenzie Partners toll free at 800-322-2885. MacKenzie Partners has been engaged by Empire Resorts to assist in gathering the votes for the Special Meeting.

No matter how many shares you hold your vote is important. MacKenzie Partners can take your vote via phone or email. To vote via phone please call 800-322-2885 or 212-929-5500 (call collect). You may also contact MacKenzie Partners with voting instructions via email at jjaegers@mackenziepartners.com.

Please contact MacKenzie Partners today so they can assist in processing your vote – this will only take a few minutes of your time.

Sincerely

/s/ Emanuel R. Pearlman                    

Emanuel R. Pearlman

Executive Chairman of the Board

Here is a sample email:

To:    jjaegers@mackenziepartners.com and jcarr@mackenziepartners.com

Subject:    Empire Resorts Special Meeting

Dear Mr. Jaegers,

Please let this email serve as my authorization to vote my shares of Empire Resorts as follows:

1.  FOR the adoption of the Merger Agreement

2.  FOR the approval, on an advisory basis, of certain items of compensation that are based on or otherwise related to the merger that may become payable to Empire Resorts’ named executive officers

3.  FOR the approval of the adjournment of the Special Meeting if necessary.

The shares are registered in the name of ____________