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)
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Delaware |
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001-12522 |
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13-3714474 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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c/o Monticello Casino and Raceway, 204 State
Route 17B, P.O. Box 5013,
Monticello, NY |
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12701 |
(Address of principal executive offices) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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. DAmato, the Chief Executive Officer
(DAmato), 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 DAmato, 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. DAmatos 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. DAmato with furnished housing in Sullivan County, New York, that is mutually agreeable to the Company and Mr. DAmato.
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. |
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10.1 |
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Amendment No. 2 to Employment Agreement by and between Empire Resorts, Inc. and Joseph A. DAmato, dated June 30, 2015 |
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10.2 |
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Amendment No. 2 to Employment Agreement by and between Empire Resorts, Inc. and Laurette J. Pitts, dated June 30, 2015 |
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10.3 |
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Amendment No. 2 to Employment Agreement by and between Empire Resorts, Inc. and Charles A. Degliomini, dated June 30, 2015 |
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10.4 |
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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
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EMPIRE RESORTS, INC. |
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By: |
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/s/ Joseph A. DAmato |
Name: |
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Joseph A. DAmato |
Title: |
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Chief Executive Officer |
Exhibit Index
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10.1 |
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Amendment No. 2 to Employment Agreement by and between Empire Resorts, Inc. and Joseph A. DAmato, dated June 30, 2015 |
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10.2 |
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Amendment No. 2 to Employment Agreement by and between Empire Resorts, Inc. and Laurette J. Pitts, dated June 30, 2015 |
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10.3 |
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Amendment No. 2 to Employment Agreement by and between Empire Resorts, Inc. and Charles A. Degliomini, dated June 30, 2015 |
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10.4 |
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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. DAmato (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:
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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.
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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.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first
written above.
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EMPIRE RESORTS, INC. |
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By: |
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/s/ Laurette J. Pitts |
Name: |
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Laurette J. Pitts |
Title: |
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Executive Vice President, Chief Operating Officer and Chief Financial Officer |
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EXECUTIVE |
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/s/ Joseph A. DAmato |
Joseph A. DAmato |
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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:
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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.
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EMPIRE RESORTS, INC. |
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By: |
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/s/ Joseph A. DAmato |
Name: |
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Joseph A. DAmato |
Title: |
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Chief Executive Officer |
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EXECUTIVE |
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/s/ Laurette J. Pitts |
Laurette J. Pitts |
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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:
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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.
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EMPIRE RESORTS, INC. |
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By: |
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/s/ Joseph A. DAmato |
Name: |
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Joseph A. DAmato |
Title: |
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Chief Executive Officer |
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EXECUTIVE |
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/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:
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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.
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EMPIRE RESORTS, INC. |
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By: |
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/s/ Joseph A. DAmato |
Name: |
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Joseph A. DAmato |
Title: |
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Chief Executive Officer |
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EXECUTIVE |
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/s/ Nanette L. Horner |
Nanette L. Horner |
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