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): July 7, 2015
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 June 30, 2015, Empire Resorts, Inc. (the “Company”) entered into Amendment No. 2 (collectively, the “Employment Agreement Amendments”) to the Employment Agreements (collectively the “Employment Agreements”) of each of Joseph A. D’Amato, the Chief Executive Officer (“D’Amato”), Laurette J. Pitts, the Executive Vice President, Chief Operating Officer and Chief Financial Officer (“Pitts”), Charles A. Degliomini, the Executive Vice President (“Degliomini”) and Nanette L. Horner, the Executive Vice President, Chief Counsel and Chief Compliance Officer of the Company (“Horner” and, together with D’Amato, Pitts and Degliomini, the “Executives”). The Employment Agreement Amendments extended the termination date of the Employment Agreements from December 31, 2015 to December 31, 2016. Furthermore, the Employment Agreement Amendments provide that the termination date of the Employment Agreements shall be automatically extended for each Executive to December 31, 2018 (as so extended, the “Extended Term”) if the Company is granted a gaming facility license (a “Gaming License”) by the New York State Gaming Commission (the “NYSGC”) with respect to the Montreign Resort Casino (the “Casino Project”).
In addition, Mr. D’Amato’s Employment Agreement Amendment provided that, beginning on the date on which the Company is awarded a Gaming License by the NYSGC, and until the earlier of (i) the expiration of the Extended Term or the completion of the Casino Project, the Company shall provide Mr. D’Amato with furnished housing in Sullivan County, New York, that is mutually agreeable to the Company and Mr. D’Amato.
This summary description is qualified in its entirety by reference to the actual Employment Agreement Amendments, which are filed as Exhibits 10.1 through 10.4 to this Form 8-K and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 10.1 | Amendment No. 2 to Employment Agreement by and between Empire Resorts, Inc. and Joseph A. D’Amato, dated June 30, 2015 | |
| 10.2 | Amendment No. 2 to Employment Agreement by and between Empire Resorts, Inc. and Laurette J. Pitts, dated June 30, 2015 | |
| 10.3 | Amendment No. 2 to Employment Agreement by and between Empire Resorts, Inc. and Charles A. Degliomini, dated June 30, 2015 | |
| 10.4 | Amendment No. 2 to Employment Agreement by and between Empire Resorts, Inc. and Nanette L. Horner, dated June 30, 2015 | |
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: July 7, 2015
| EMPIRE RESORTS, INC. | ||
| By: |
/s/ Joseph A. D’Amato |
|
| Name: | Joseph A. D’Amato | |
| Title: | Chief Executive Officer | |
Exhibit Index
| 10.1 | Amendment No. 2 to Employment Agreement by and between Empire Resorts, Inc. and Joseph A. D’Amato, dated June 30, 2015 | |
| 10.2 | Amendment No. 2 to Employment Agreement by and between Empire Resorts, Inc. and Laurette J. Pitts, dated June 30, 2015 | |
| 10.3 | Amendment No. 2 to Employment Agreement by and between Empire Resorts, Inc. and Charles A. Degliomini, dated June 30, 2015 | |
| 10.4 | Amendment No. 2 to Employment Agreement by and between Empire Resorts, Inc. and Nanette L. Horner, dated June 30, 2015 | |
Exhibit 10.1
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
This Amendment No. 2 to the Employment Agreement (this “Amendment No. 2”), is entered into as of June 30, 2015, by and between Empire Resorts, Inc., a Delaware corporation (the “Company”), and Joseph A. D’Amato (the “Executive” and, together with the Company, “the Parties”).
WITNESSETH:
WHEREAS , Empire and Executive entered into an Employment Agreement dated as of November 26, 2012 (hereinafter and as amended, the “Employment Agreement”); and
WHEREAS , Empire and Executive entered into an Amendment to the Employment Agreement dated as of May 29, 2014 (“Amendment No. 1”); and
WHEREAS , the Parties desire to amend the Employment Agreement.
NOW, THEREFORE , the Parties hereto agree to amend the Employment Agreement as follows, effective immediately:
| 1. | Section 1 shall be deleted in its entirety and replaced with the following: |
Term . The term of employment under this Agreement shall be for the period beginning on the Commencement Date (as defined in the introductory paragraph of the Employment Agreement) and ending on the close of business on December 31, 2016 (the “Term”). If the Company is granted a gaming facility license by the New York State Gaming Commission with respect to the Montreign Resort Casino (the “Gaming Facility License”), the Term shall be automatically extended to December 31, 2018 (the “Final End Date”). If the Company is not granted a Gaming Facility License by September 30, 2016, the Company shall notify the Executive on September 30, 2016 whether the Term shall be extended to the Final End Date.
| 2. | Section 6(b)(i) shall be deleted in its entirety and replaced with the following: |
(i) Housing Allowance . For the period from the Commencement Date until the Relocation Date (as defined herein), the Company agrees to pay to the Executive a housing allowance in the amount of $1,500 per month, payable no later than the end of the next succeeding calendar month after the month to which the payment relates. Executive will be responsible for any taxes due on such allowance. For the period beginning on the date (the “Relocation Date”) the Company is awarded a Gaming Facility License by the New York State Gaming Commission with respect to the Montreign Resort Casino (the “Casino Project”) and until the earlier of the (i) expiration of the Term or (ii) the completion of the Casino Project, the Company shall provide the Executive with furnished housing in Sullivan County, New York that is mutually agreeable to the Company and Executive. Executive will be responsible for any taxes due on such housing expense incurred by the Company on behalf of the Executive. In addition, the Executive shall be entitled to reimbursement of reasonable relocation expenses incurred in connection with the relocation to Sullivan County, New York. The Executive shall provide such appropriate documentation regarding these expenses as the Company may reasonably request.
The Parties hereby agree that, except as specifically provided in and modified by this Amendment No. 2, 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 No. 2.
1
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first written above.
| EMPIRE RESORTS, INC. | ||
| By: |
/s/ Laurette J. Pitts |
|
| Name: | Laurette J. Pitts | |
| Title: | Executive Vice President, Chief Operating Officer and Chief Financial Officer | |
| EXECUTIVE | ||
|
/s/ Joseph A. D’Amato |
||
| Joseph A. D’Amato | ||
2
Exhibit 10.2
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to the Employment Agreement (this “Amendment No. 2”), is entered into as of June 30, 2015, by and between Empire Resorts, Inc., a Delaware corporation (the “Company”), and Laurette J. Pitts (the “Executive” and, together with the Company, “the Parties”).
WITNESSETH:
WHEREAS , Empire and Executive entered into an Employment Agreement dated as of August 17, 2012 (hereinafter and as amended, the “Employment Agreement”); and
WHEREAS , Empire and Executive entered into an Amendment to the Employment Agreement dated as of May 29, 2014 (“Amendment No. 1”); and
WHEREAS , the Parties desire to amend the Employment Agreement.
NOW, THEREFORE , the Parties hereto agree to amend the Employment Agreement as follows, effective immediately:
| 1. | Section 1 shall be deleted in its entirety and replaced with the following: |
Term . The term of employment under this Agreement shall be for the period beginning on the Commencement Date (as defined in the introductory paragraph of the Employment Agreement) and ending on the close of business on December 31, 2016 (the “Term”). If the Company is granted a gaming facility license by the New York State Gaming Commission with respect to the Montreign Resort Casino (the “Gaming Facility License”), the Term shall be automatically extended to December 31, 2018 (the “Final End Date”). If the Company is not granted a Gaming Facility License by September 30, 2016, the Company shall notify the Executive on September 30, 2016 whether the Term shall be extended to the Final End Date.
The Parties hereby agree that, except as specifically provided in and modified by this Amendment No. 2, 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 No. 2.
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/ Laurette J. Pitts |
||
| Laurette J. Pitts | ||
1
Exhibit 10.3
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
This Amendment No. 2 to the Employment Agreement (this “Amendment No. 2”), is entered into as of June 30, 2015, 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 and as amended, the “Employment Agreement”); and
WHEREAS , Empire and Executive entered into an Amendment to the Employment Agreement dated as of August 21, 2014 (“Amendment No. 1”); and
WHEREAS , the Parties desire to amend the Employment Agreement.
NOW, THEREFORE , the Parties hereto agree to amend the Employment Agreement as follows, effective immediately:
| 1. | Section 1 shall be deleted in its entirety and replaced with the following: |
Term . The term of employment under this Agreement shall be for the period beginning on the Commencement Date (as defined in the introductory paragraph of the Employment Agreement) and ending on the close of business on December 31, 2016 (the “Term”). If the Company is granted a gaming facility license by the New York State Gaming Commission with respect to the Montreign Resort Casino (the “Gaming Facility License”), the Term shall be automatically extended to December 31, 2018 (the “Final End Date”). If the Company is not granted a Gaming Facility License by September 30, 2016, the Company shall notify the Executive by September 30, 2016 whether the Term shall be extended to the Final End Date.
The Parties hereby agree that, except as specifically provided in and modified by this Amendment No. 2, 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 No. 2.
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 | ||
Exhibit 10.4
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
This Amendment No. 2 to the Employment Agreement (this “Amendment No. 2”), is entered into as of June 30, 2015, by and between Empire Resorts, Inc., a Delaware corporation (the “Company”), and Nanette L. Horner (the “Executive” and, together with the Company, “the Parties”).
WITNESSETH:
WHEREAS , Empire and Executive entered into an Employment Agreement dated as of August 22, 2012 (hereinafter and as amended, the “Employment Agreement”); and
WHEREAS , Empire and Executive entered into an Amendment to the Employment Agreement dated as of May 29, 2014 (“Amendment No. 1”); and
WHEREAS , the Parties desire to amend the Employment Agreement.
NOW, THEREFORE , the Parties hereto agree to amend the Employment Agreement as follows, effective immediately:
| 1. | Section 1 shall be deleted in its entirety and replaced with the following: |
Term . The term of employment under this Agreement shall be for the period beginning on the Commencement Date (as defined in the introductory paragraph of the Employment Agreement) and ending on the close of business on December 31, 2016 (the “Term”). If the Company is granted a gaming facility license by the New York State Gaming Commission with respect to the Montreign Resort Casino (the “Gaming Facility License”), the Term shall be automatically extended to December 31, 2018 (the “Final End Date”). If the Company is not granted a Gaming Facility License by September 30, 2016, the Company shall notify the Executive on September 30, 2016 whether the Term shall be extended to the Final End Date.
The Parties hereby agree that, except as specifically provided in and modified by this Amendment No. 2, 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 No. 2.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 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/ Nanette L. Horner |
||
| Nanette L. Horner | ||