- Current report filing (8-K)
April 14 2009 - 3:59PM
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):
April 8,
2009
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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
5.02.
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Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers
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On April
8, 2009, Empire Resorts, Inc. (the “Company”) entered into an agreement with
Eric Reehl (the “Reehl Agreement”) pursuant to which Mr. Reehl was appointed to
serve as chief restructuring officer of the Company effective as of April 13,
2009. Mr. Reehl will assist in the Company’s efforts to identify,
negotiate and secure additional debt and/or equity capital and will coordinate
the Company’s restructuring efforts. The Company shall pay Mr. Reehl
a retainer of $20,000 per month commencing as of the execution of the Reehl
Agreement for a term of three (3) months (the “Retainer”), to be extended upon
mutual written agreement. In the event that the Company achieves,
exchanges or otherwise modifies or resolves conclusively all first and second
mortgage indebtedness of the Company before July 31, 2009, the Company shall
issue to Reehl (or his designee) an amount of common stock of the Company
equivalent to $300,000 in fair market value based on the average closing market
price of the Company’s common stock in the 30 day trading period immediately
preceding the trading day before a public announcement is made of a binding
agreement with a majority of bond holders of the $65 million second mortgage
facility necessary to effectuate the contemplated transaction reduced by any
portion of the Retainer previously paid to Mr. Reehl.
Mr. Reehl
is the Founder and Managing Member of Nima Asset Management LLC (“Nima”), a
consulting and advisory firm formed in November 2008, specializing in distressed
investment situations and emerging markets. Mr. Reehl is currently
serving as the Acting Chief Financial Officer for Park Avenue Bancorp, Inc., a
New York domiciled commercial bank. Prior to the formation of Nima,
Mr. Reehl served as a Managing Director of Plainfield Asset Management LLC, a
registered investment adviser, from March 2006 until September
2008. Prior to joining Plainfield Asset Management LLC, he led the
New York office of the Direct Lending group of CSG Investments, Inc, the
investment affiliate for Beal Bank, a privately held Texas state savings bank,
from April 2004 until March 2006. Prior to CGS Investments, Mr. Reehl
was a Bankruptcy and Restructuring advisor with Ernst and Young Corporate
Finance LLC. Mr. Reehl is 45 years old.
On April
13, 2009, David P. Hanlon, President and Chief Executive Officer of the Company
and a member of its board of directors, entered into a separation agreement with
the Company (the “Separation Agreement”) pursuant to which Mr. Hanlon’s
employment with the Company terminated as of April 13, 2009. Pursuant
to the Separation Agreement, Mr. Hanlon shall be paid a lump sum payment of
$100,000. In addition, the Separation Agreement provides for the
extension of the expiration dates of options to purchase common stock previously
granted to Mr. Hanlon. Mr. Hanlon will continue to receive health
insurance through the end of the year. Mr. Hanlon has provided the
Company with a general release from any and all claims related to his
employment. Further, until January 13, 2010, Mr. Hanlon has agreed
not to compete with the Company in the State of New York or any other
jurisdiction that directly competes with the Company. The Separation
Agreement also includes confidentiality, non-disparagement and non-disclosure
obligations.
In
connection with the Separation Agreement, the Company entered into a consulting
agreement with Mr. Hanlon (the “Consulting Agreement”) pursuant to which Mr.
Hanlon will provide consulting services to the Company with respect to
historical Company and predecessor issues for a period of nine
months. Mr. Hanlon will be paid an aggregate of $100,000 for his
consulting services in equal monthly payments.
On April
14, 2009, Ronald Radcliffe, Chief Financial Officer of the Company, tendered his
resignation, effective June 30, 2009, on the understanding that the Company has
agreed to pay severance of 60 days salary, payable not later than April 25,
2009, and to extend the expiration dates of options to purchase common stock
previously granted to Mr. Radcliffe for three years from June 30, 2009.
Mr. Radcliffe has agreed to make himself available to consult with the Company
after June 30, 2009 on a per diem basis.
The
foregoing summaries of the Reehl Agreement, the Separation Agreement and the
Consulting Agreement do not purport to be complete and are qualified in their
entirety by reference to the full copies of such agreements which are filed
herewith as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively, and are
incorporated herein by reference into this Item 5.02.
Item
9.01.
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Financial Statements
and Exhibits
.
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(d) Exhibits
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Exhibit
Number
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Description
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99.1
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Letter
Agreement, dated as of April 8, 2009, between Empire Resorts, Inc. and
Eric Reehl.
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99.2
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Separation
Agreement, dated as of April 13, 2009, between Empire Resorts, Inc. and
David P. Hanlon.
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99.3
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Consulting
Agreement, dated as of April 13, 2009, between Empire Resorts, Inc. and
David P. Hanlon.
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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 14, 2009
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By:
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/s/
Charles Degliomini
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Name:
Charles Degliomini
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Title:
Senior Vice President
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