NYNY Empire Resorts Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

EMPIRE RESORTS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		13-3714474
(State of incorporation or organization)		(I.R.S. employer identification no.)
204 State Route 17B, P.O. Box 5013 Monticello, New York		12701
(Address of principal executive offices)		(zip code)

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

 

Title of each class to be so registered		Name of each exchange on which each class is to be registered
Subscription Rights to purchase common stock		The Nasdaq Stock Market

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.  x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.  ¨

Securities Act registration statement file number to which this form relates:

333-193176

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

None

 

 

 

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Item 1.

Description of Registrant’s Securities to be Registered.

The securities to be registered hereby are transferable subscription rights (the “Rights”) of Empire Resorts, Inc. (the “Company”) to purchase up to 7,002,071 shares of common stock, par value $0.01 per share. A description of the Rights is set forth under (i) the section captioned “Description of Securities We May Offer—Subscription Rights” in the Company’s base prospectus, dated February 11, 2014 and as amended on June 4, 2014 (the “Base Prospectus”), which relates to the Company’s registration statement on Form S-3 (No. 333-193176) (the “Registration Statement”), as supplemented by (ii) the section captioned “The Rights Offering” in the registrant’s prospectus supplement, dated January 4, 2016 (the “Prospectus Supplement”), to the Base Prospectus, and (iii) the Form of Subscription Rights Certificated included as Exhibit 4.1 hereto, each of which is hereby incorporated by reference into this registration statement.

 

Item 2.

Exhibits

The following exhibits have been filed as exhibits to this registration statement:

EXHIBIT INDEX

 

Exhibit Number		Description
4.1		Form of Subscription Rights Certificate

 

-2-

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

		EMPIRE RESORTS, INC.
Dated: January 4, 2016		By:		/s/ Joseph A. D’Amato
		Name:		Joseph A. D’Amato
		Title:		Chief Executive Officer

 

-3-

 

Exhibit 4.1

 

RIGHTS CERTIFICATE #:		NUMBER OF RIGHTS:

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS SUPPLEMENT DATED JANUARY 4, 2016 (AS THE SAME MAY BE AMENDED, THE “PROSPECTUS SUPPLEMENT”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS SUPPLEMENT AND BASE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM MORROW & CO., LLC., THE INFORMATION AGENT.

EMPIRE RESORTS, INC.

(Incorporated under the laws of the State of Delaware)

Transferable SUBSCRIPTION RIGHTS CERTIFICATE

Evidencing transferable Subscription Rights, each to Purchase Shares of Common Stock of Empire Resorts, Inc.

Subscription Price: $14.40 per Share

THE SUBSCRIPTION RIGHTS IS EXPECTED TO EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 10, 2016, SUBJECT TO EXTENSION OR EARLIER TERMINATION. THIS CERTIFIES THAT

the registered owner whose name is inscribed hereon and is the owner of the number of transferable subscription rights (“Rights”) set forth above. Each Right entitles the holder thereof to subscribe for and purchase (the “Basic Subscription Right”) one share of common stock, par value of $0.01 per Share, (“Common Stock”), of Empire Resorts, Inc., a Delaware corporation, at a subscription price of $14.40 per share (the “Subscription Price”), pursuant to a rights offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus Supplement. Holders who fully exercise their Basic Subscription Rights are entitled to subscribe for additional shares of Common Stock that remain unsubscribed for as a result of any unexercised Basic Subscription Rights pursuant to the terms and conditions of the Rights Offering, distributed proportionately among stockholders who exercised their over subscription rights, as described in the Prospectus Supplement (the “Oversubscription Right”). The Rights represented by this Subscription Rights Certificate may be exercised by completing the appropriate forms on the reverse side hereof and by returning the full payment of the subscription price for each share of Common Stock. If the subscriber attempts to exercise its Oversubscription Rights and the Company is unable to issue the subscriber the full amount of shares of Common Stock requested, the subscription agent will return to the subscriber any excess funds submitted as soon as practicable, without interest or deduction.

This Subscription Rights Certificate is not valid unless countersigned by Continental Stock Transfer & Trust Company, the subscription agent.

WITNESS the seal of Empire Resorts, Inc. and the signatures of its duly authorized officers.

COUNTERSIGNED AND REGISTERED:

 

Joseph D’Amato, Chief Executive Officer				Laurette J. Pitts, EVP, Chief Operating Officer and Chief Financial Officer

 

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FORM 1 - ELECTION TO PURCHASE

PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.

The registered holder of this Subscription Rights Certificate is entitled to exercise the number of Rights shown in the upper right hand corner of the Subscription Rights Certificate and may subscribe for additional shares of Common Stock upon the terms and conditions specified in the Prospectus Supplement. The undersigned hereby notified the subscription agent of its irrevocable election to subscribe for shares of Common Stock in the following amounts. To subscribe for shares of Common Stock pursuant to your Basic Subscription Right, please complete lines (a) and (c) below. To subscribe for shares pursuant to your Oversubscription Right, please also complete line (b).

(a) EXERCISE OF BASIC SUBSCRIPTION RIGHT

 

NUMBER OF SHARES OF COMMON STOCK AND/OR SHARES OF COMMON STOCK UNDERLYING SERIES B PREFERRED STOCK

SUBSCRIPTION RATIO

SUBSCRIPTION PRICE

PAYMENT

Basic Subscription Right

x

1:0.4748644

x

$14.40

=

$

(b) EXERCISE OF OVERSUBSCRIPTION RIGHT: If you have exercised your Basic Subscription Right in full and wish to subscribe for additional shares pursuant to your Oversubscription Right

 

NUMBER OF SHARES OF COMMON STOCK AND/OR SHARES OF COMMON STOCK UNDERLYING SERIES B PREFERRED STOCK

SUBSCRIPTION RATIO

SUBSCRIPTION PRICE

PAYMENT

Oversubscription Right

x

1:0.4748644

x

$14.40

=

$

(c) TOTAL AMOUNT OF PAYMENT ENCLOSED $                        

The undersigned acknowledges receipt of the Prospectus Supplement, dated January 4, 2016, in connection with the Rights Offering and agrees to its terms.

 

Signature(s) of Subscriber(s)

IMPORTANT: THE SIGNATURE(S) MUST CORRESPOND IN EVERY PARTICULAR, WITHOUT ALTERATION, WITH THE NAME(S) AS PRINTED ON THE FRONT OF THIS SUBSCRIPTION RIGHTS CERTIFICATE.

If signature is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in a fiduciary or representative capacity, please provide the following information (please print). See the instructions.

 

Name(s):

 

Capacity (Full Title):

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METHOD OF PAYMENT (CHECK ONE):

 

		¨		CASHIER’S OR CERTIFIED CHECK DRAWN ON A U.S. BANK
		¨		Wire transfer of immediately available funds directly to the account maintained by Continental Stock Transfer & Trust Company, as subscription agent, for purposes of accepting subscriptions in this Rights Offering at JP Morgan Chase Bank, ABA: 021000021, Account #: 475-508866, Continental Stock Transfer FBO Empire Resorts, Inc., with reference to the Rights holder’s name
		¨		U.S. POSTAL MONEY ORDER

DELIVERY TO DIFFERENT ADDRESS: If you wish for a certificate representing the Common Stock underlying your unexercised Rights to be delivered to an address different from that shown on the face of this Subscription Rights Certificate, please enter the alternate address below, sign and have your signature guaranteed

 

SIGNATURE GUARANTEED:						Signature(s):

IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. FOR INSTRUCTIONS ON THE USE OF EMPIRE RESORTS, INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT MORROW & CO., LLC, THE INFORMATION AGENT, AT (855) 201-1081 and banks and brokerage firms may call (203) 658-9400 OR BY EMAIL (empire.info@morrowco.com).

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FORM 2 - TRANSFER OF RIGHTS TO

DESIGNATED TRANSFEREE

The registered holder of this Subscription Rights Certificate is entitled to transfer the number of Rights shown in the upper right hand corner of the Subscription Rights Certificate upon the terms and conditions specified in the Prospectus Supplement. The undersigned hereby notified the subscription agent of its irrevocable election to transfer the Rights as set forth below.

FOR VALUE RECEIVED, the undersigned does/do hereby sell, assign, and transfer to:

 

Name of Transferee
Address of Transferee
City, State, Zip Code				Social Security Number

                     Rights to purchase Common Stock represented by certificate number(s)                      inclusive, standing in the name of the undersigned on the books of Empire Resorts, Inc.

The undersigned does/do hereby irrevocably constitute and appoint Continental Stock Transfer & Trust Company, the subscription agent, to transfer the said Rights on the books of Empire Resorts, Inc., with full power of substitution in the premises.

IMPORTANT: THE SIGNATURE(S) MUST CORRESPOND IN EVERY PARTICULAR, WITHOUT ALTERATION, WITH THE NAME(S) AS PRINTED ON THE FRONT OF THIS RIGHTS CERTIFICATE.

If signature is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in a fiduciary or representative capacity, please provide the following information (please print). See the instructions.

 

Name(s):

Capacity (Full Title):

 

SIGNATURE GUARANTEED:                                                                      Signature(s):

IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. FOR INSTRUCTIONS ON THE USE OF EMPIRE RESORTS, INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT MORROW & CO., LLC THE INFORMATION AGENT, AT (855) 201-1081 and banks and brokerage firms may call (203) 658-9400 OR BY EMAIL (empire.info@morrowco.com).