Attached files
file | filename |
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EX-10.2 - EX-10.2 - EMPIRE RESORTS INC | d737104dex102.htm |
EX-10.1 - EX-10.1 - EMPIRE RESORTS INC | d737104dex101.htm |
EX-10.3 - EX-10.3 - EMPIRE RESORTS INC | d737104dex103.htm |
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): May 29, 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) |
Registrants 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 |
Effective as of June 30, 2013 (the Closing Date), the Company, Kien Huat Realty III Ltd., Colin Au Fook Yew and Joseph DAmato (the Company Parties) entered into a Settlement Agreement and Release (the Settlement Agreement) with Stanley Stephen Tollman (Tollman) and Bryanston Group, Inc. (Bryanston Group and, together with Tollman, the Bryanston Parties). Pursuant to the Settlement Agreement, the Company Parties and the Bryanston Parties (together, the Settlement Parties) agreed to the settlement of certain claims relating to shares of Series E Preferred Stock of the Company (the Preferred Stock) held by the Bryanston Parties and that certain Recapitalization Agreement, dated December 10, 2002, by and between, among others, the Bryanston Parties and a predecessor to the Company, pursuant to which the Bryanston Parties acquired the Preferred Stock.
In consideration for the mutual release of all claims, the Company agreed to redeem the Preferred Stock from the Bryanston Parties, and the Bryanston Parties agreed to sell the Preferred Stock to the Company, in accordance with an agreed-upon schedule and purchase price (the Redemption Schedule) and based upon the closing by the Company of third party financing in an aggregate amount sufficient to enable the Company to complete the construction of its planned gaming facility in Sullivan County, New York (the Concord Event).
Effective May 29, 2014, the Settlement Parties entered into a side letter amendment to the Settlement Agreement (the Letter Agreement), pursuant to which the Redemption Schedule was revised. As per the Letter Agreement, the Company may, in its sole discretion redeem the Preferred Stock prior to the occurrence of the Concord Event at a purchase price consistent with the Redemption Schedule notwithstanding whether a Concord Event has occurred (Early Redemption). Moreover, the Company shall be required to redeem the Preferred Stock upon being awarded a gaming facility license by the New York State Gaming Commission and paying the required license fee at a purchase price consistent with the Redemption Schedule notwithstanding whether a Concord Event has occurred (Mandatory Redemption). Unless and until an Early Redemption or Mandatory Redemption occurs, the existing terms and conditions of the Settlement Agreement remain unaffected and the obligations unmodified.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Company entered into Amendment No. 1 to the Employment Agreements (collectively the Employment Agreement Amendments) of each of Joseph A. DAmato, the Chief Executive Officer (DAmato), Laurette J. Pitts, the Senior Vice President, Chief Operating Officer and Chief Financial Officer (Pitts) and Nanette L. Horner, the Senior Vice President, Chief Counsel and Chief Compliance Officer of the Company (Horner and, together with DAmato and Pitts, the Executives). The Employment Agreements of each of Pitts and Horner were amended to: (i) extend the termination date of the Employment Agreements, (ii) update the base salary and (iii) implement changes in title, as applicable, in accordance with the table below:
Executive |
Termination Date |
Base Salary Change |
Title | |||
Laurette J. Pitts | December 31, 2014 updated to December 31, 2015 | Base salary increased from $230,000 to $240,000 | Title of Senior Vice President will be replaced with Executive Vice President. The remaining titles are unchanged. | |||
Nanette L. Horner | December 31, 2014 updated to December 31, 2015 | Base salary increased from $215,000 to $225,000 | Title of Senior Vice President will be replaced with Executive Vice President. The remaining titles are unchanged. |
In addition to the changes detailed above, the Employment Agreement of each Executive 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 Amendments, which are filed as Exhibit 10.1 through 10.3 to this Form 8-K and are incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
10.1 | Amendment No. 1 to Employment Agreement with Joseph A. DAmato, dated May 29, 2014 | |
10.2 | Amendment No. 1 to Employment Agreement with Laurette J. Pitts, dated May 29, 2014 | |
10.3 | Amendment No. 1 to Employment Agreement with Nanette L. Horner, dated May 30, 2014 |
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: June 3, 2014
EMPIRE RESORTS, INC. | ||
By: | /s/ Joseph A. DAmato | |
Name: | Joseph A. DAmato | |
Title: | Chief Executive Officer |
Exhibit Index
10.1 | Amendment No. 1 to Employment Agreement with Joseph A. DAmato, dated May 29, 2014 | |
10.2 | Amendment No. 1 to Employment Agreement with Laurette J. Pitts, dated May 29, 2014 | |
10.3 | Amendment No. 1 to Employment Agreement with Nanette L. Horner, dated May 30, 2014 |