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): November 1315, 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)

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 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 52.0701. ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

On November 1315, 2019 ~~at 9:00 a.m.~~, ~~Eastern Time,~~ Empire Resorts, Inc., a Delaware corporation (the “Company”), ~~held~~completed ~~a special meeting of its stockholders (~~the ~~“Special~~merger ~~Meeting”)~~contemplated toby ~~consider and vote upon several matters in connection with~~ the terms ~~consummation~~ of the ~~transaction contemplated by the~~ Agreement and Plan of Merger, ~~dated~~(the as“Merger ofAgreement”), dated August 18, 2019 ~~(the “Merger Agreement”)~~, by and among the Company, Hercules Topco LLC, a Delaware limited liability company (“Parent”), and Hercules Merger Subsidiary Inc., a Delaware corporation ~~and a wholly owned subsidiary of Parent (“Merger Sub”)~~, pursuant to which Merger Sub ~~will~~was be merged with and into the Company ~~(the “Merger”)~~, with the Company ~~surviving~~continuing as athe ~~subsidiary~~surviving ofentity ~~Parent.~~after ~~The~~the merger (the “Merger”). ~~Agreement~~Parent and ~~the~~Merger ~~transactions~~Sub ~~contemplated~~are ~~thereby~~affiliates ~~are~~of ~~described~~Kien inHuat ~~more~~Realty III ~~detail~~Limited, inan ~~the~~Isle ~~definitive~~of ~~proxy~~Man ~~statement~~company limited by shares (“Kien Huat”), ~~dated~~and ~~October 11~~Genting Malaysia Berhad, ~~2019~~a Malaysian public company limited by shares (“GenM”). Prior to the Merger, asKien ~~amended~~Huat onwas ~~November~~ the holder of approximately 52.8,% ~~2019,~~of ~~filed~~the voting bypower of the Company’s onoutstanding ~~October 11,~~capital ~~2019~~stock ~~with~~and GenM was the ~~Securities~~holder ~~and~~of ~~Exchange~~approximately ~~Commission~~33.3% ~~(as~~of ~~supplemented,~~the voting power of the ~~“proxy~~Company’s ~~statement”)~~outstanding capital stock.

AsAt the effective time of ~~September 20,~~the ~~2019~~Merger (the “Effective Time”), each issued and outstanding share of the ~~record~~Common ~~date~~Stock ~~for~~(other than any Rollover Shares, Canceled Shares or Dissenting Shares, as defined below), was converted into the ~~Special~~right ~~Meeting~~to receive $9.74 in cash, without interest (the “~~Record~~Common ~~Date~~Merger Consideration”), ~~there~~and ~~were~~each ~~34,435,907~~issued ~~shares~~and ~~of Common~~outstanding ~~Stock~~share of the Company’s Series B Preferred Stock, par value $0.01 (~~the~~ “~~Common~~Series B Preferred Stock”) (other than Rollover Shares, 44Canceled Shares or Dissenting Shares),~~258~~ ~~shares~~was ofconverted ~~Series~~into Bthe ~~Preferred~~right ~~Stock~~to receive an amount in cash equal to the product of the Common ~~Company~~Merger Consideration, ~~par~~multiplied ~~value~~by ~~$0.01~~the number of shares of Common Stock into which such share of Series B Preferred Stock was convertible (the “Series B ~~Preferred~~Merger ~~Stock~~Consideration”). In addition, ~~and~~as ~~890~~part of the Merger, (i) shares of the Common Stock or the Company’s Series F Convertible Preferred Stock, par value $0.01 (the “Series F Preferred Stock” and, together with the Series B Preferred Stock and the Common Stock, “Voting Stock”), ~~issued~~owned ~~and~~by ~~outstanding~~Kien Huat, ~~and~~GenM ~~entitled~~or totheir ~~vote.~~respective ~~Each~~affiliates ~~share~~(the of“Rollover ~~Common~~Shares”) ~~Stock~~remain ~~entitled~~outstanding, ~~the~~(ii) shares ~~holder thereof~~of toCommon ~~one~~Stock ~~vote,~~or ~~each~~any ~~share~~series of ~~Series~~the BCompany’s ~~Preferred~~preferred ~~Stock~~stock ~~entitled~~owned by the ~~holder~~Company ~~thereof~~or toany ~~fifty-four~~of ~~thousandths~~its ~~(0.054)~~wholly ofowned ~~one~~subsidiaries ~~vote,~~were canceled ~~and~~(the ~~each~~“Canceled ~~share~~Shares”) ofand ~~Series~~(iii) shares Fowned ~~Preferred~~by ~~Stock~~any ~~entitled~~stockholder ~~the~~who ~~holder~~properly ~~thereof~~exercised toappraisal ~~5,000~~rights ~~votes.~~under ~~Accordingly,~~Delaware alaw ~~total~~(the ~~of 38,888,297~~“Dissenting ~~votes~~Shares”) ~~were~~now ~~capable~~entitle ofthe ~~being~~holder ~~cast~~thereof atonly ~~the~~to ~~Special~~such ~~Meeting.~~appraisal rights.

AtThe ~~the~~aggregate ~~Special~~merger ~~Meeting,~~consideration to be paid to the holders of ~~Voting~~Common Stock atand Series B Preferred Stock (including the ~~Record~~holders of ~~Date~~restricted ~~were~~stock ~~asked~~units toand ~~vote~~restricted ~~upon:~~Common Stock) in connection with the Merger is approximately $58 million, and was funded by the working capital of GenM and Kien Huat.

1. A ~~proposal~~special tocommittee ~~adopt~~of the ~~Merger~~board ~~Agreement~~of directors of the Company (the “~~Merger~~Board”), ~~Proposal~~comprised entirely of independent and disinterested directors (the “Special Committee”); unanimously approved and recommended that the Board approve the form, terms and provisions of, and the transactions contemplated by, the Merger Agreement and, thereafter, the Board, on behalf of the Company and on the unanimous vote of those directors in attendance at the meeting, declared that the form, terms and provisions of, and the transactions contemplated by, the Merger Agreement were advisable and fair to, and in the best interests of, the Company and its stockholders (including its unaffiliated security holders), approved the form, terms and provisions of, and the transactions contemplated by, the Merger Agreement, including the Merger, and authorized the Company to enter into the Merger Agreement and other transaction documents and perform each of its obligations thereunder, including the Merger, and recommended that the Company’s stockholders adopt the Merger Agreement.

2.On ~~The~~November 13, 2019, the proposal to adopt the Merger Agreement was approved at a special meeting of stockholders of the Company by the approval of ~~certain~~(i) holders ~~items~~of a majority of ~~compensation~~the ~~that~~voting ~~are~~power ~~based~~of onthe oroutstanding ~~otherwise~~shares ~~related~~of Voting Stock entitled to vote thereon as of September 20, 2019 (the ~~Merger~~“Record ~~that~~Date”), ~~may~~voting ~~become~~as ~~payable~~one toclass, and (ii) the ~~Company’s~~holders ~~named~~of ~~executive~~a majority ~~officers~~of ~~under~~the ~~existing~~voting ~~agreements~~power ~~with~~of the outstanding shares of Voting Stock not held by Kien Huat, GenM, their respective affiliates, or any director or officer of the Company, (entitled to vote thereon as of the ~~“Compensation~~Record ~~Proposal”);~~Date, ~~and~~voting as one class.

3.As Aa ~~proposal~~result of the Merger, each share of the Common Stock and Series B Preferred Stock issued and outstanding immediately prior to ~~adjourn~~the Effective Time (other than Rollover Shares) was automatically converted into the ~~Special~~right ~~Meeting,~~to ifreceive ~~necessary~~the Common Merger Consideration or ~~appropriate~~Series B Merger Consideration, as applicable, and ceased to ~~solicit~~exist ~~additional~~or be ~~proxies~~outstanding. ifIn ~~there~~addition ~~are~~as ~~insufficient~~a ~~votes~~result atof the ~~time~~Merger, all shares of common stock of Merger Sub issued and outstanding immediately before the ~~Special~~Effective ~~Meeting~~Time were converted into 5,523,691 shares of Common Stock, representing the number of shares of Common Stock issued and outstanding immediately prior to ~~approve~~the Effective Time (other than Rollover Shares and Canceled Shares) assuming conversion of all Series B Preferred Stock into Common Stock. Following the consummation of the Merger, ~~Proposal~~Parent holds (34,438,297 shares of Common Stock, representing 100% of the ~~“Adjournment~~outstanding ~~Proposal”)~~Common Stock.

The foregoing summary of the Merger ~~Proposal~~Agreement and the transaction contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this report and is incorporated herein by reference.

~~Approval~~Item of3.01. ~~the~~Notice ~~Merger Proposal required the approval~~ of ~~(i) holders~~Delisting ofor aFailure ~~majority of the voting power of the outstanding shares of Voting Stock entitled~~ to ~~vote~~Satisfy ~~thereon as of the Record Date of the Special Meeting, voting as one class (the “General Stockholder Vote”), and (ii) the holders of~~ a ~~majority~~Continued ofListing ~~the~~Rule voting power of the outstanding shares of Voting Stock not held by Kien Huat Realty III Limited, an Isle of Man company limited by shares (“Kien Huat”), Genting Malaysia Berhad, a Malaysian public company limited by shares (“GenM”), their respective affiliates, or ~~any~~Standard; ~~director~~Transfer ~~or executive officer~~ of ~~the Company, entitled to vote thereon as of the Record Date of the Special Meeting, voting as one class (the “Public Stockholder Vote”)~~Listing. ~~As of the Record Date, 5,410,507 votes were capable of being cast in respect of the Public Stockholder Vote.~~

The ~~total~~information ~~number~~set offorth ~~votes~~in ~~capable~~Item of2.01 ~~being cast by the holders~~ of ~~Voting~~this ~~Stock~~report asis ofincorporated ~~the~~herein ~~Record~~by ~~Date~~reference. ~~of the Special Meeting pursuant to the General Stockholder Vote were voted as follows:~~

For		Against		Abstain		Broker Non-Vote
36,331,046		277,185		15,457		—

Prior to the close of trading on November 15, 2019, in connection with the consummation of the Merger, the Company notified The NASDAQ Global Market (“NASDAQ”) that the Merger had been consummated and requested that the trading of the Company Common Stock on NASDAQ be suspended following the close of trading on November 15, 2019 and that the listing of the Company Common Stock on NASDAQ be withdrawn. In addition, the Company requested that NASDAQ file with the Securities and Exchange Commission (the “SEC”) a notification on Form 25 to report the delisting of the Company Common Stock from NASDAQ and to deregister the Company Common Stock under Section 12(b) of the Exchange Act.

The ~~total~~Company ~~number~~also ofintends ~~votes~~to ~~capable~~file ofwith ~~being cast by~~ the ~~holders~~SEC ofa ~~Voting~~Form 15 ~~Stock~~requesting asthat of the ~~Record~~Company’s ~~Date~~reporting ofobligations ~~the Special~~under ~~Meeting~~Section 13 ~~pursuant~~and to15(d) of the ~~Public~~Exchange ~~Stockholder~~Act ~~Vote~~be ~~were~~terminated ~~voted~~or assuspended. ~~follows:~~

For		Against		Abstain		Broker Non-Vote
2,853,256		277,185		15,457		—

Item 3.03. Material Modifications to Rights of Security Holders.

~~Compensation~~The ~~Proposal~~information set forth in Item 2.01, 3.01 and 5.02 of this report is incorporated herein by reference.

~~Approval~~At ofthe Effective Time, the ~~Compensation~~Company’s ~~Proposal~~stockholders ~~required~~immediately before the ~~approval~~Effective ofTime a(excluding ~~majority~~the holders of ~~votes~~Rollover ~~cast~~Shares) byceased to ~~holders~~have ofany ~~Voting~~rights ~~Stock~~in ~~entitled~~the Company as stockholders, other than their right to ~~vote~~receive ~~thereon~~the Common Merger Consideration or Series B Merger Consideration, as of ~~the~~applicable, ~~Record~~or, ~~Date~~with ofrespect ~~the~~to ~~Special~~stockholders ~~Meeting~~holding Dissenting Shares, appraisal rights.

~~The~~Item ~~total~~5.02. ~~number~~Departure of ~~votes~~Directors ~~capable~~or ofCertain ~~being~~Officers; ~~cast~~Election byof ~~the~~Directors; ~~holders~~Appointment of ~~Voting~~Certain ~~Stock~~Officers; asCompensatory ofArrangements ~~the Record Date~~ of ~~the~~Certain ~~Special Meeting were voted as follows:~~ Officers.

For		Against		Abstain		Broker Non-Vote
36,286,709		331,784		6,470		—

The information set forth in Item 2.01 of this report is incorporated herein by reference.

~~Adjournment~~In ~~Proposal~~connection with the consummation of the Merger, Gerard Ewe Keng Lim and Dato’ Sri Lee Choong Yan, the directors of Merger Sub immediately prior to the Effective Time, became the directors of the Company. Accordingly, as of the Effective Time, each of Emanuel R. Pearlman, Keith R. Horn, Edmund Marinucci and Nancy Palumbo ceased to serve as a director of the Company.

AsItem ~~there~~5.03. ~~were~~Amendments ~~sufficient votes~~ to ~~approve~~Articles ~~the~~of ~~Merger~~Incorporation ~~Proposal,~~or ~~the~~Bylaws; ~~Adjournment~~Change ~~Proposal~~in ~~was~~Fiscal ~~rendered moot and was not presented at the Special Meeting~~Year.

The ~~Company~~information ~~expects~~set toforth ~~announce~~in ~~the~~Item ~~consummation~~2.01 of ~~the~~this ~~merger~~report ~~within~~is ~~the~~incorporated ~~coming~~herein ~~days,~~by ~~subject to the satisfaction of certain closing conditions~~reference.

~~SIGNATURES~~In connection with the consummation of the Merger, the Company’s Third Amended and Restated Bylaws were amended and restated in their entirety as contemplated by the Merger Agreement. The foregoing summary of the Company’s Fourth Amended and Restated Bylaws do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such Fourth Amended and Restated Bylaws of the Company, which are filed as Exhibit 3.1 to this report and are incorporated herein by reference.

~~Pursuant~~Item to9.01. ~~the~~Financial ~~requirements~~Statements ofand ~~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~~Exhibits.

~~Dated:~~(d) ~~November 13,~~Exhibits ~~2019~~

EMPIRE RESORTS, INC. By: /s/ Ryan Eller Name: Ryan Eller Title: President and Chief Executive Officer


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of August 18, 2019, by and among Hercules Topco LLC, Hercules Merger Subsidiary Inc. and Empire Resorts, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Company on August 19, 2019)

3.1		Fourth Amended and Restated Bylaws of Empire Resorts, Inc.

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: November 15, 2019


EMPIRE RESORTS, INC.

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

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