- Amended Current report filing (8-K/A)
March 22 2012 - 3:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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): March 20, 2012
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
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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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c/o Monticello Casino and Raceway, Route 17B,
P.O. Box 5013, Monticello, NY
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12701
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(Address of principal executive offices)
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(Zip Code)
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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))
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Explanatory Note
Empire Resorts, Inc. has filed this Amendment to its Current Report on Form 8-K, dated March 20, 2012, to revise its disclosure concerning the dismissal of its former independent registered public
accountant, Friedman LLP, in response to certain comments received from the staff of the Securities and Exchange Commission. Namely, the second paragraph in Item 4.01 below has been revised to indicate no disagreements existed with Friedman LLP
through the date of dismissal. The third paragraph in Item 4.01 below also has been revised to reference Friedman LLPs report in connection with the fiscal years ended 2011 and 2010 rather than 2011 alone. In addition, a new letter from
Friedman LLP is attached hereto as Exhibit 16.1 in connection with its review of this Form 8-K/A. Except for the changes described herein, no other amendments to the Form 8-K are made by this Form 8-K/A.
Item 4.01
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Changes in Registrants Certifying Accountant.
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On March 20, 2012, the Audit Committee of the Board of Directors (the Audit Committee) of Empire Resorts, Inc. (the Company) dismissed the Companys independent
registered public accountant, Friedman LLP. The Company will continue to work with Friedman LLP to complete certain audit-related and tax services related to the 2011 fiscal year.
In connection with the audits of the fiscal years ended December 31, 2011 and 2010 and through March 20, 2012, no disagreements
exist with Friedman LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Friedman LLP would have caused them to make
reference in connection with their report to the subject of the disagreement(s).
Friedman LLPs report on the financial
statements of the Company for the year ended December 31, 2011 did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles. Friedman LLPs report
on the financial statements of the Company for the year ended December 31, 2010 contained a going-concern opinion.
The
Company has authorized Friedman LLP to respond fully to any inquiries of the new auditors hired by the Company relating to their engagement as the Companys independent accountant. The Company has requested that Friedman LLP review the
disclosure herein and has been given the opportunity to furnish the Company with a letter addressed to the Commission containing any new information, clarification of the Companys expression of its views, or the respect in which it does not
agree with the statements made by the company herein. Such letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.
On March 20, 2012, the Companys Board of Directors approved the appointment of Ernst & Young as the Companys
independent registered public accountant. The decision to engage Ernst & Young was approved by the Audit Committee. Prior to March 20, 2012, the Company did not consult with Ernst & Young regarding (1) the application of
accounting principles to a specified transaction, (2) the type of audit opinion that might be rendered on the Companys financial statements, (3) written or oral advice provided that would be an important factor considered by the
Company in reaching a decision as to an accounting, auditing or financial reporting issue, or (4) any matter that was the subject of a disagreement between the Company and its predecessor auditor as described in Item 304(a)(1)(iv) or a
reportable event as described in Item 304(a)(1)(v) of Regulation S-K.
Item 9.01.
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Financial Statements and Exhibits.
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16.1
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Letter, dated March 22, 2012, of Friedman LLP.
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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.
Dated: March 22, 2012
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EMPIRE RESORTS, INC.
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By:
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/s/ Joseph A. DAmato
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Name: Joseph A. DAmato
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Title: Chief Executive Officer
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Exhibit Index
16.1
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Letter, dated March 22, 2012, of Friedman LLP.
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