Empire Resorts Inc - Current report filing (8-K)
30 April 2008 - 5:26AM
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 28,
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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On April 28, 2008, Empire Resorts, Inc.
(the “Company”) entered into an amendment (the “Amendment”) to that
certain Stock Purchase Agreement with LRC Acquisition LLC (“LRC”)
dated as of March 31, 2008.
The Amendment, dated as of April 28,
2008, provides, among other things,
(i) that LRC will purchase 811,030
shares of the Company’s common stock, par value $.01 per share, on April 28,
2008; (ii) that LRC will purchase an additional 811,030 shares of the Company’s
common stock, par value $.01 per share, on May 30, 2008
or at such other time and place as the
Purchasers and the Company may mutually agree
; (iii) that LRC will
purchase an additional 2,577,940 shares of the Company’s common stock, par value
$.01 per share, on June 30, 2008
or at such other time and place as the
Purchasers and the Company may mutually agree
; and (iv) Louis R. Cappelli
guarantees to the Company the obligations of LRC.
The foregoing summary of the Amendment
does not purport to be complete and is subject to and qualified in its entirety
by reference to the actual text of such amendment, a copy of which is attached
hereto as
Exhibit
99.1
and incorporated herein by reference.
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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Amendment
No. 1 to Stock Purchase Agreement, dated as of March 31, 2008, by and
between Empire Resorts, Inc. and LRC Acquisition LLC, dated as of April
28, 2008.
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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 28, 2008
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By:
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/s/
Ronald J. Radcliffe
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Name:
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Ronald
J. Radcliffe
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Title:
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Chief
Financial Officer
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