UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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): ~~September~~October 3029, 2019

EMPIRE RESORTS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-12522

13-3714474

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)

c/o Monticello Casino and Raceway,

204 State Route 17B,

P.O. Box 5013, Monticello, NY

12701

(Address of principal executive offices)

(Zip Code)

Registrant’s 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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on ~~which~~whichregistered ~~registered~~ Common Stock NYNY Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement.~~Items

On ~~September~~October 3014, 2019, Empire Resorts, Inc., ~~a Delaware corporation~~ (the “Company”), ~~entered~~mailed ~~into~~to aall ~~Limited~~registered ~~Waiver~~ and ~~Second~~beneficial stockholders a Proxy ~~Amendment~~Statement tosetting ~~Delayed~~forth ~~Draw~~the ~~Term~~date ~~Loan~~for ~~Credit~~a ~~Agreement~~special ~~(the~~meeting ~~“Amendment”)~~of ~~with~~the ~~Monticello~~stockholders ~~Raceway~~to ~~Management~~vote on, ~~Inc.~~among other things, athe ~~New~~approval ~~York~~of ~~corporation~~that ~~(the~~certain ~~“Guarantor”),~~Agreement and ~~Bangkok~~Plan ~~Bank~~of ~~PCL~~Merger, ~~New~~dated ~~York~~as ~~Branch~~of August 18, 2019 (the “~~Lender~~Merger Agreement”), by and ~~together~~ ~~with~~ among the Company, ~~and~~Hercules ~~the~~Topco ~~Guarantor~~LLC, ~~the~~a Delaware limited liability company (“~~Parties~~Parent”), inand ~~order~~Hercules toMerger ~~amend~~Subsidiary ~~that~~Inc., ~~certain~~a ~~Delayed~~Delaware ~~Draw~~corporation ~~Term~~and ~~Loan~~a ~~Credit~~wholly-owned ~~Agreement,~~subsidiary ~~dated as~~ of ~~December 28,~~Parent ~~2017~~ (as“Merger ~~amended,~~Sub”). ~~amended~~Parent and ~~restated,~~Merger ~~supplemented~~Sub ~~or otherwise modified~~are ~~from~~affiliates ~~time~~of toKien ~~time,~~Huat ~~the~~Realty ~~“Credit~~III ~~Agreement”)~~Limited, ~~by and among~~ the Company,’s ~~the~~largest ~~Guarantor~~stockholder, and ~~the~~Genting ~~Lender~~Malaysia Berhard.

~~Pursuant~~On ~~to the Amendment~~October 29, ~~the Parties have agreed to~~2019, ~~among~~the ~~other~~Company ~~things,~~sent ~~waive~~ a ~~potential~~reminder ~~event~~letter ofto ~~default~~all ~~regarding~~registered ~~the~~and ~~financial~~beneficial ~~covenant~~stockholders ~~requirement~~holding ~~limiting~~one ~~the~~hundred ~~ratio~~seventy-seven ~~of Total Debt~~ (as177) shares ~~defined~~or inmore ~~the~~who ~~Credit~~have ~~Agreement)~~not ~~against~~yet ~~Adjusted~~submitted ~~EBITDA~~a ~~(as~~vote ~~defined~~on in the ~~Credit Agreement)~~approval ~~measured as~~ of ~~September 30,~~the ~~2019~~Merger Agreement. ~~The~~A ~~Company~~copy ~~also~~of ~~agreed~~this tospecial reminder ~~prepay~~letter ~~all~~is ~~interest~~furnished ~~on the Loans (~~as ~~defined~~Exhibit ~~in the Credit Agreement) coming due from October~~ 99.1, ~~2019~~hereto ~~through~~ and ~~including~~is ~~December 30,~~incorporated ~~2019,~~into inthis ~~the~~Item ~~amount~~8.01 ~~of approximately~~by ~~$422,000~~reference.~~00.~~

InAdditional ~~addition,~~Information pursuant to the Amendment, certain provisions of the Credit Agreement have been amended to, among other things, expressly provide for the ability of the Company to participate in a merger whereby the Company may merge with and ~~into Hercules Merger Subsidiary Inc., a Delaware limited liability company. The Company also agreed to pay a fee of~~Certain ~~$5,000~~Information inRegarding ~~order to effectuate the Amendment.~~ Participants

The ~~summary~~Company, its directors and certain of its executive officers may be deemed to be participants in the ~~Amendment~~solicitation isof ~~qualified~~proxies from Company stockholders in ~~its~~connection ~~entirety~~with bythe ~~reference~~proposed totransaction. The Company has filed a definitive proxy statement and other relevant materials with the ~~complete~~SEC ~~text~~on October 11, 2019 in connection with any such solicitation of proxies from Company stockholders. COMPANY STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT MATERIALS IN THEIR ENTIRETY AS THEY WILL CONTAIN IMPORTANT INFORMATION. Information regarding the ownership ~~Amendment~~of the Company’s directors and executive officers in the Company’s common stock is included in their SEC filings on Forms 3, 4, and 5, which iscan ~~attached~~be asfound ~~Exhibit~~through 10the Company’s website (http://www.1empireresorts.com), or tothrough ~~this~~the ~~Current~~SEC’s website at www.sec.gov. Information can also be found in the Company’s other SEC filings, including the Company’s Annual Report on Form 810-K ~~and~~for the year ended December ~~incorporated~~31, ~~herein~~2018. More detailed and updated information regarding the identity of potential participants, and their direct or indirect interests, by ~~reference~~security holdings or otherwise, will be set forth in the definitive proxy statement and other materials filed with the SEC in connection with the proposed transaction. Stockholders may obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC for no charge at the SEC’s website at www.sec.gov. Copies are also available at no charge at the Company’s website at http://www.empireresorts.com, or by writing to Empire Resorts, Inc., at c/o Monticello Casino and Raceway, 204 State Route 17B, P.O. Box 5013, Monticello, New York 12701.

Item 59.~~03.~~01 ~~Amendments~~Financial toStatements ~~Articles~~and ~~of Incorporation or Bylaws; Change in Fiscal Year~~Exhibits.

~~On September 30, 2019, the Company filed a Certificate of Amendment~~ (~~the “Certificate of Amendment”~~d) to the Company’s Amended and Restated Certificate of the Designations, Powers, Preferences and Rights of the Series F Convertible Preferred Stock (the “Series F Certificate”) with the Secretary of State of the State of DelawareExhibits. The Certificate of Amendment amends the Series F Certificate, originally filed with the Secretary of State of the State of Delaware on November 5, 2018. The Certificate of Amendment was approved by the Board of Directors, Audit Committee, Special Committee and a majority of the stockholders of the Company.

Pursuant to the Certificate of Amendment, Section 1 (“Designations and Amount”) of the Series F Certificate was amended to increase the amount of authorized Series F Convertible Preferred Stock to 1,600 shares, and Section 4 (“Right to Convert”) of the Series F Certificate was amended to provide a new Subsection 4(b)(iv) to exclude from being considered a “Change of Control Transaction” (as defined in the Series F Certificate), certain acquisitions of shares of capital stock of the Company (i) by Kien Huat Realty III Limited, Genting (USA) Limited, any of their respective affiliates or any person that would be considered a “group” of such parties, or (ii) upon the consummation of a merger pursuant to that certain Agreement and Plan of Merger, dated August 18, 2019 (as it may be amended from time to time), by and between Hercules Topco LLC, Hercules Merger Subsidiary Inc. and the Company.


Exhibit		Description

99.1.		Reminder letter dated October 29, 2019

A copy of the Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1.		Certificate of Amendment of Amended and Restated Certificate of the Designations, Powers, Preferences and Rights of the Series F Convertible Preferred Stock.
10.1		Limited Waiver and Second Amendment to Delayed Draw Term Loan Credit Agreement

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: October 130, 2019


EMPIRE RESORTS, INC.

By:		/s/ Ryan Eller
Name:		Ryan Eller
Title:		President and Chief Executive Officer

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