- Prospectus filed pursuant to Rule 424(b)(3) (424B3)
22 April 2009 - 1:17AM
Edgar (US Regulatory)
Rule
424(b)(3)
Registration
Statement 333-118899
PROSPECTUS
SUPPLEMENT
DATED
APRIL 21, 2009
TO
PROSPECTUS
DATED SEPTEMBER 30, 2004
_______________________________________
EMPIRE
RESORTS, INC.
_______________________________________
This
Prospectus Supplement, dated April 21, 2009 (“Supplement No. 4”), supplements
that certain Prospectus dated September 30, 2004 (the “Original Prospectus”), as
supplemented by those certain Prospectus Supplements dated November 5, 2005,
September 15, 2005 and August 21, 2006 (together with the Original Prospectus,
the “Prospectus”), and should be read in conjunction with the
Prospectus.
SELLING
SECURITYHOLDERS
It was
recently brought to the attention of Empire Resorts, Inc. that the holdings of
Whitebox Convertible Arbitrage Partners, LP, Cineasias Partners, L.P., Whitebox
Combined Partners, LP, F Cubed Partners, L.P., IAM Mini-Fund 14 Limited,
Whitebox Diversified Convertible Arbitrage Partners, LP, Whitebox Hedged High
Yield Partners, LP, Pandora Select Partners, LP and DRE Partners, L.P.
(collectively, the “Whitebox Funds”), as previously reported in the Prospectus
were incorrect. Rather, the correct holdings of the Whitebox Funds,
as of the date hereof, are as follows, and each of their prior reported holdings
are hereby amended and restated accordingly.
Name
|
|
Original
Principal Amount of Notes Beneficially Owned That May
be Sold
|
|
|
Percentage
of Notes Outstanding before
Offering
|
|
|
Number
of Shares of Common Stock Held Before
Offering(1)
|
|
|
Number
of Shares of Common Stock Offered for
Sale(1)
|
|
|
Number
of Shares of Common Stock Held After
Offer(2)
|
|
Whitebox
Convertible Arbitrage Partners, LP
|
|
$
|
1,642,000
|
|
|
|
2.53
|
%
|
|
|
20,623
|
|
|
|
20,623
|
|
|
|
--
|
|
Cineasias
Partners, L.P.
|
|
$
|
2,062,000
|
|
|
|
3.17
|
%
|
|
|
25,898
|
|
|
|
25,898
|
|
|
|
--
|
|
Whitebox
Combined Partners, LP
|
|
$
|
393,000
|
|
|
|
*
|
|
|
|
4,936
|
|
|
|
4,936
|
|
|
|
--
|
|
F
Cubed Partners, L.P.
|
|
$
|
314,000
|
|
|
|
*
|
|
|
|
3,944
|
|
|
|
3,944
|
|
|
|
--
|
|
IAM
Mini-Fund 14 Limited
|
|
$
|
688,000
|
|
|
|
1.06
|
%
|
|
|
8,641
|
|
|
|
8,641
|
|
|
|
--
|
|
Whitebox
Diversified Convertible Arbitrage Partners, LP
|
|
$
|
473,000
|
|
|
|
*
|
|
|
|
5,941
|
|
|
|
5,941
|
|
|
|
--
|
|
Whitebox
Hedged High Yield Partners, LP
|
|
$
|
391,000
|
|
|
|
*
|
|
|
|
4,911
|
|
|
|
4,911
|
|
|
|
--
|
|
Pandora
Select Partners, LP
|
|
$
|
1,500,000
|
|
|
|
2.31
|
%
|
|
|
18,839
|
|
|
|
18,839
|
|
|
|
--
|
|
DRE
Partners, L.P.
|
|
$
|
714,000
|
|
|
|
1.10
|
%
|
|
|
8,968
|
|
|
|
8,968
|
|
|
|
--
|
|
* Less
than 1%
(1)
|
The
number of conversion shares shown in the table above assumes conversion of
the full amount of notes held by such holder at the maximum conversion
rate of 79.62 shares per $1,000 principal amount at maturity of notes.
This conversion rate is subject to certain adjustments. Accordingly, the
number of shares of common stock issuable upon conversion of the notes may
decrease from time to time. Under the terms of the indenture, fractional
shares will not be issued upon conversion of the notes. Cash will be paid
instead of fractional shares, if
any.
|
(2)
|
Except
as noted in the table, assumes all of the notes and shares of common stock
issuable upon their conversion are sold in the
offering.
|
In
addition, the selling securityholders listed in the Prospectus may have sold or
transferred, in transactions exempt from the registration requirements of the
Securities Act of 1933, some or all of their notes or underlying common stock
since the date on which the information in the Prospectus is
presented. Information about the selling securityholders may change
over time. Any changed information will be set forth in prospectus
supplements.
All
provisions of the Prospectus not specifically amended by this Supplement No. 4
remain in full force and effect.
Please
insert this Supplement No. 4 into your Prospectus and retain both this
Supplement No. 4 and the Prospectus for future reference. If you would like to
receive a copy of the Prospectus, as supplemented to date, please write to
Empire Resorts’ Corporate Secretary at c/o Monticello Raceway, Route 17B, P.O.
Box 5013, Monticello, New York 12701 or call (845) 807-0001.
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