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Item
1.01.
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Entry into a Material
Definitive Agreement.
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On June
30, 2009, Empire Resorts, Inc. (the “Company”) entered into an amendment (the
“Amendment”) to that certain Loan Agreement, dated as of January 11, 2005, among
the Company, the guarantors listed on the signature page thereto and Bank of
Scotland (the “Loan Agreement”). The Amendment extends the maturity date of the
Loan Agreement from June 30, 2009 to July 10, 2009.
The
Company has entered into a commitment letter with a third party lender pursuant
to which such third party lender would acquire at par, net of accrued interest,
by assignment the loans made by Bank of Scotland to the Company pursuant to the
Loan Agreement.
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.
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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 June
29, 2009, the Company entered into an employment agreement with Charles
Degliomini, to continue to serve as the Company’s Executive Vice President (the
“Degliomini Agreement”). The Degliomini Agreement provides for a term
ending on June 29, 2012 (the “Degliomini Term”) unless Mr. Degliomini’s
employment is terminated by either party in accordance with the provisions
thereof. Mr. Degliomini is to receive a base salary at the annual
rate of $225,000 for the first year of the Degliomini Term, $243,500 for the
second year of the Degliomini Term and $250,000 for the third year of the
Degliomini Term and such incentive compensation and bonuses, if any, (i) as the
Compensation Committee of the Board of Directors in its discretion may
determine, and (ii) to which the Mr. Degliomini may become entitled pursuant to
the terms of any incentive compensation or bonus program, plan or agreement from
time to time in effect in which he is a participant. The first year
salary represents a pay reduction of 10% from the previously agreed upon salary
for Mr. Degliomini, consistent with the salary reduction imposed upon all
employees. As an additional incentive for entering into the
agreement, Mr. Degliomini received an option to purchase 300,000 shares of the
Company’s common stock on April 23, 2009 pursuant to the Company’s 2005 Equity
Incentive Plan. In the event that the Company terminates Mr.
Degliomini's employment with Cause (as defined in the Degliomini Agreement) or
Mr. Degliomini resigns without Good Reason (as defined in the Degliomini
Agreement), the Company's obligations are limited generally to paying Mr.
Degliomini his base salary through the termination date. In the event
that the Company terminates Mr. Degliomini's employment without Cause or Mr.
Degliomini resigns with Good Reason, the Company is generally obligated to
continue to pay Mr. Degliomini's compensation for the lesser of (i) 18 months or
(ii) the remainder of the term of the Degliomini Agreement and accelerate the
vesting of the options granted in contemplation of the Degliomini Agreement,
which options shall remain exercisable through the remainder of its original 5
year term. In the event that the Company terminates Mr. Degliomini's
employment without Cause or Mr. Degliomini resigns with Good Reason on or
following a Change of Control (as defined in the Degliomini Agreement), the
Company is generally obligated to continue to pay Mr. Degliomini's compensation
for the greater of (i) 24 months or (ii) the remainder of the term of the
Degliomini Agreement and accelerate the vesting of the options granted in
contemplation of the Degliomini Agreement, which options shall remain
exercisable through the remainder of its original 5 year term.
On June
29, 2009, the Company entered into an employment agreement with Clifford
Ehrlich, to continue to serve as the President and General Manager of Monticello
Raceway Management, Inc., the Company’s operating subsidiary (the “Ehrlich
Agreement”). The Ehrlich Agreement provides for a term ending on June 29, 2012
(the “Ehrlich Term”) unless Mr. Ehrlich’s employment is terminated by either
party in accordance with the provisions thereof. Mr. Ehrlich is to
receive a base salary at the annual rate of $225,000 for the first year of the
Ehrlich Term, $243,500 for the second year of the Ehrlich Term and $250,000 for
the third year of the Ehrlich Term and such incentive compensation and bonuses,
if any, (i) as the Compensation Committee of the Board of Directors in its
discretion may determine, and (ii) to which the Mr. Ehrlich may become entitled
pursuant to the terms of any incentive compensation or bonus program, plan or
agreement from time to time in effect in which he is a
participant. The first year salary represents a pay reduction of 10%
from the previously agreed upon salary for Mr. Ehrlich, consistent with the
salary reduction imposed upon all employees. As an additional
incentive for entering into the agreement, Mr. Ehrlich received an option to
purchase 300,000 shares of the Company’s common stock on April 23, 2009 pursuant
to the Company’s 2005 Equity Incentive Plan. In the event that the
Company terminates Mr. Ehrlich's employment with Cause (as defined in the
Ehrlich Agreement) or Mr. Ehrlich resigns without Good Reason (as defined in the
Ehrlich Agreement), the Company's obligations are limited generally to paying
Mr. Ehrlich his base salary through the termination date. In the
event that the Company terminates Mr. Ehrlich's employment without Cause or Mr.
Ehrlich resigns with Good Reason, the Company is generally obligated to continue
to pay Mr. Ehrlich's compensation for the lesser of (i) 18 months or (ii) the
remainder of the term of the Ehrlich Agreement and accelerate the vesting of the
options granted in contemplation of the Ehrlich Agreement, which options shall
remain exercisable through the remainder of its original 5 year
term. In the event that the Company terminates Mr. Ehrlich's
employment without Cause or Mr. Ehrlich resigns with Good Reason on or following
a Change of Control (as defined in the Ehrlich Agreement), the Company is
generally obligated to continue to pay Mr. Ehrlich's compensation for the
greater of (i) 24 months or (ii) the remainder of the term of the Ehrlich
Agreement and accelerate the vesting of the options granted in contemplation of
the Ehrlich Agreement, which options shall remain exercisable through the
remainder of its original 5 year term.
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Item
9.01.
|
Financial Statements
and Exhibits
.
|
(d) Exhibits
|
|
99.1
|
Amendment
No. 6 to Loan Agreement, dated January 11, 2005 by and among Empire
Resorts, Inc., the guarantors listed on the signature page thereto and
Bank of Scotland, dated as of June 30,
2009.
|
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.
|
|
EMPIRE
RESORTS, INC.
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Dated:
June 30, 2009
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By:
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|
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|
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Name:
|
Joseph
E. Bernstein
|
|
|
|
Title:
|
Chief
Executive Office
|
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