Empire Resorts Inc - Current report filing (8-K)
April 02 2008 - 3:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
March 31,
2008
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(Exact
name of registrant as specified in its charter)
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(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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701
N. Green Valley Parkway, Suite 200, Henderson,
NV
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(702)
990-3355
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(Former
name or former address, if changed since last
report.)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see
General
Instruction A.2. below):
¨
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
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The
information set forth in Item 3.02 is incorporated by reference.
Item
3.02.
Unregistered Sale of Equity
Securities
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On March
31, 2008, Empire Resorts, Inc. (the “Company”) entered into a Stock Purchase
Agreement (the “Agreement”) with LRC Acquisition LLC (“LRC”), pursuant to which
the Company has agreed, subject to certain conditions, to issue and
sell to LRC, 4,200,000 shares (the “Shares”) of the Company’s common stock, par
value $.01 per share, for an aggregate purchase price of
$5,178,600. The managing member of LRC is Louis R. Cappelli, who is
also the managing member of Convention Hotels, LLC, the general partner of
Concord Associates, L.P. (“Concord”), a stockholder that owns more than 5% of
the Company’s common stock. In addition, as previously disclosed, the
Company entered into an Agreement to Form Limited Liability Company and
Contribution Agreement with Concord on February 8, 2008.
LRC is an
“accredited investor,” as that term is defined in Rule 501 of Regulation D and
the Shares are to be sold under the exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended, and the provisions of
Regulation D.
The
obligations of the Company and LRC to consummate the transaction are subject to
either (i) the receipt by the Company of an interpretive letter from The NASDAQ
Stock Market, LLC that the sale of the Shares by the Company does not require
the approval of the stockholders of the Company or (ii) stockholder approval of
the sale of the Shares to LRC pursuant to the Agreement, as well as other
customary closing conditions.
In
addition, the Company has agreed to take all necessary action to cause the
Shares to be listed on the Nasdaq Global Market as promptly as practicable after
the closing of the transactions contemplated by the Agreement and to promptly
prepare and file, as promptly as practicable, but in any event no later than the
60
th
day following the closing of the transactions contemplated by the Agreement, a
registration statement with the respect to the Shares.
The
foregoing description does not purport to be complete and is qualified in its
entirety by reference to Agreement, attached as Exhibit 99.1
hereto.
Item
9.01.
Financial Statement and
Exhibits
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(d)
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Exhibits
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Exhibit
No
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Exhibits
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99.1
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Stock
Purchase Agreement, dated as of March 31, 2008, by and between Empire
Resorts, Inc. and LRC Acquisition
LLC.
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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.
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EMPIRE
RESORTS, INC.
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Dated:
April 2, 2008
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By:
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/s/
Ronald J. Radcliffe
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Name:
Ronald J. Radcliffe
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Title:
Chief Financial Officer
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