sec document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): May 23, 2005
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EMPIRE RESORTS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-12522 13-3714474
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
c/o Monticello Raceway, Route 17B, Monticello, NY 12701
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (845) 807-0001
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N/A
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(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 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.
On May 23, 2005, in connection with appointment of David P. Hanlon as Chief
Executive Officer and President of Empire Resorts, Inc. (the "Company"), the
Company entered into an employment agreement (the "Hanlon Agreement") with Mr.
Hanlon, which sets forth terms and provisions governing Mr. Hanlon's employment
as Chief Executive Officer and President of the Company. A copy of the Hanlon
Agreement is attached hereto as EXHIBIT 99.1 and incorporated herein by
reference. The following summary of the Hanlon Agreement does not purport to be
complete and is subject to and qualified in its entirety by reference to the
actual text of such agreement.
The Hanlon Agreement provides for an initial term of three years at an
annual base salary of $500,000. In addition, Mr. Hanlon shall be entitled to
participate in any annual bonus plan or equity based incentive programs
maintained by the Company for its senior executives. In connection with his
employment, Mr. Hanlon received an option grant of a 10-year non-qualified stock
option to purchase 1,044,092 shares of the Company's common stock pursuant to
the 2005 Equity Incentive Plan, subject to shareholder approval, at an exercise
price per share of $3.99, vesting 33% 90 days following the grant date, 33% on
the first anniversary of the grant and 34% on the second anniversary of the
grant. Mr. Hanlon received an additional option grant of a non-qualified stock
option to purchase 720,000 shares, subject to shareholder approval and the
closing of transaction among the Company, Empire Resorts Holdings Inc., Empire
Resorts Sub, Inc., Concord Associates Limited Partnership and Sullivan Resorts
(the "Concord Transaction"), vesting 33% on the later to occur of (i) the
closing of the Concord Transaction and (ii) 90 days following the date of grant,
33% on the first anniversary of the grant and 34% on the second anniversary of
the grant. The Company also granted Mr. Hanlon 261,023 restricted shares,
pursuant to the 2005 Equity Incentive Plan, subject to shareholder approval,
vesting 33% on the grant date, 33% on the first anniversary of grant, and 34% on
the second anniversary of the grant. Mr. Hanlon received an additional grant of
180,000 restricted shares, subject to shareholder approval and the closing of
the Concord Transaction, vesting 33% on grant date, 33% on first anniversary and
34% on second anniversary.
The Company has agreed to provide certain benefits to Mr. Hanlon, including
maintaining a term life insurance policy on the life of Mr. Hanlon in the amount
of $2,000,000 and reimbursement for relocation expenses and expenses for
temporary housing.
In the event that the Company terminates Mr. Hanlon's employment with Cause
(as defined in the Hanlon Agreement) or Mr. Hanlon resigns without Good Reason
(as defined in the Hanlon Agreement), the Company's obligations are limited
generally to paying Mr. Hanlon his base salary through the termination date. In
the event that the Company terminates Mr. Hanlon's employment without Cause or
Mr. Hanlon resigns with Good Reason, the Company is generally obligated to
continue to pay Mr. Hanlon's compensation for the remainder of the term of the
Hanlon Agreement and accelerate the vesting of the options and restricted shares
granted at the commencement of the Hanlon Agreement If Mr. Hanlon terminates his
employment within one year following a Change of Control (as such term is
defined in the Hanlon Agreement), the Company shall pay such cash compensation
in a lump sum.
In addition, on May 23, 2005, in connection with appointment of Ronald J.
Radcliffe as Chief Financial Officer of the Company, the Company entered into an
employment agreement (the "Radcliffe Agreement") with Mr. Radcliffe, which sets
forth terms and provisions governing Mr. Radcliffe's employment as Chief
Financial Officer of the Company. A copy of the Radcliffe Agreement is attached
hereto as EXHIBIT 99.2 and incorporated herein by reference. The following
summary of the Radcliffe Agreement does not purport to be complete and is
subject to and qualified in its entirety by reference to the actual text of such
agreement.
The Radcliffe Agreement provides for an initial term of three years at an
annual base salary of $275,000. In addition, Mr. Radcliffe shall be entitled to
participate in any annual bonus plan or equity based incentive programs
maintained by the Company for its senior executives. In connection with his
employment, Mr. Radcliffe received an option grant of a 10-year non-qualified
stock option to purchase 150,000 shares of the Company's common stock pursuant
to the 2005 Equity Incentive Plan, subject to shareholder approval, at an
exercise price per share of $3.99, vesting 33% 90 days following the grant date,
33% on the first anniversary of the grant and 34% on the second anniversary of
the grant.
In the event that the Company terminates Mr. Radcliffe's employment with
Cause (as defined in the Radcliffe Agreement) or Mr. Radcliffe resigns without
Good Reason (as defined in the Radcliffe Agreement), the Company's obligations
are limited generally to paying Mr. Radcliffe his base salary through the
termination date. In the event that the Company terminates Mr. Radcliffe's
employment without Cause or Mr. Radcliffe resigns with Good Reason, the Company
is generally obligated to continue to pay Mr. Radcliffe's compensation for a
period of six months following such termination.
On May 23, 2005, the Board of Directors approved the 2005 Equity Incentive
Plan, which will be submitted to the stockholders for approval at the annual
meeting of stockholders. The 2005 Equity Incentive Plan will be filed as an
exhibit to the Company's 2005 proxy statement and will not become effective
unless approved by the stockholders of the Company.
Item 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
In connection with the resignations of Robert A. Berman as Chief Executive
Officer of the Company and Scott A. Kaniewksi as Chief Financial Officer of the
Company as discussed below in Item 5.02, the Amended and Restated Employment
Agreement by and between the Company and Robert A. Berman, dated as of January
12, 2004, and the Amended and Restated Employment Agreement by and between the
Company and Scott A. Kaniewski, dated as of January 12, 2004, were terminated.
Item 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On May 24, 2005, the Company issued a press release announcing the
resignations and appointments of certain principal officers and directors of the
Company, a copy of which press release is annexed hereto as EXHIBIT 99.3.
On May 23, 2005, Robert A. Berman resigned as Chief Executive Officer of
the Company, Scott A. Kaniewski resigned as Chief Financial Officer of the
Company, Morad Tahbaz resigned as President and as a director of the Company and
David Matheson resigned as Chairman of the Board of Directors of the Company.
Mr. Berman and Mr. Matheson will continue to serve as directors of the Company.
David P. Hanlon was appointed by the Board of Directors to serve as the
Chief Executive Officer and President of the Company. In such capacity, Mr.
Hanlon will serve as the principal executive officer of the Company. Mr. Hanlon
will continue to serve as a director of the Company. Robert A. Berman was
appointed to replace Mr. Hanlon as the Vice Chairman of the Board of Directors
of the Company. Ronald J. Radcliffe was appointed by the Board of Directors to
serve as the Chief Financial Officer of the Company. In such capacity, Mr.
Radcliffe will serve as the principal financial officer and principal accounting
officer of the Company. John Sharpe was appointed by the Board of Directors to
serve as the Chairman of the Board of Directors of the Company.
David P. Hanlon, 60, has served as a director and Vice Chairman Board of
the Company since 2003. Prior to starting his own gaming consulting business in
2000, in which he advised a number of Native American and international gaming
ventures, Mr. Hanlon served as president and chief operating officer of Rio
Suites Hotel Casino, from 1996-1999, where he guided the corporation through a
major expansion. From 1994-1995, he served as president & CEO of International
Game Technology, the world's leading manufacturer of microprocessor gaming
machines. From 1988-1993, he served as president & CEO of Merv Griffin's Resorts
International. Prior to this, Mr. Hanlon served as president of Harrah's
Atlantic City (Harrah's Marina and Trump Plaza). Mr. Hanlon's education includes
a B.S. in Hotel Administration from Cornell University, an M.S. in Accounting
and an M.B.A. in Finance from the Wharton School, University of Pennsylvania,
and an Advanced Management Program at the Harvard Business School.
Ronald J. Radcliffe, 61, was chief financial officer, treasurer and vice
president of the Rio Suites Hotel & Casino in Las Vegas from 1996-2000, where he
negotiated the sale of the company to Harrah's Entertainment, Inc. He was the
lead company representative in the company's $125 million secondary public
offering, negotiating a $300 million revolving line of credit, and a public
offering of $125 million in subordinated debt. In 2001, Mr. Radcliffe started a
gaming consultancy business, and in 2002 became chief financial officer,
treasurer, vice president and principal of Siren Gaming, LLC, a management
company for a Native American casino. From 1993 to 1995, Mr. Radcliffe was chief
financial officer, treasurer and vice president of Mikohn Gaming Corporation,
Las Vegas, NV. Prior to this, he was vice chairman, president, chief operating
officer and chief financial officer for Sahara Resorts, Las Vegas, NV. Mr.
Radcliffe is a licensed CPA who graduated with a B.S. in Business Administration
in 1968 from the University of Nevada.
John Sharpe, 62, has served as a director of the Company since 2003. He
most recently served as president and chief operating officer of Four Seasons
Hotels & Resorts, from which he retired in 1999, after 23 years of service.
During his tenure at Four Seasons, the world's largest operator of luxury
hotels, Mr. Sharpe directed worldwide hotel operations, marketing and human
resources. Mr. Sharpe received numerous industry and public service awards
including, in 1999, the "Corporate Hotelier of the World" award from Hotels
Magazine, Inc. Mr. Sharpe has also received the "Silver Plate" award of the
International Food Manufacturers Association, and the "Gold Award" of the
Ontario Hostelry Institute. Mr. Sharpe graduated with a B.S. in Hotel
Administration from Cornell University and is currently a trustee and treasurer
of the Culinary Institute of America, and a member of the Industry Advisory
Council of the Cornell Hotel School. He currently serves on the board of
Fairmont Hotels & Resorts, Toronto, Canada.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT NO. EXHIBIT
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99.1 Employment Agreement dated as of May 23, 2005 between Empire
Resorts, Inc. and David P. Hanlon (filed without exhibits or
schedules, all of which are available upon request, without
cost).
99.2 Employment Agreement dated as of May 23, 2005 between Empire
Resorts, Inc. and Ronald J. Radcliffe.
99.3 Press Release of Empire Resorts, Inc. dated May 24, 2005.
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.
Dated: May 27, 2005 By: /s/ David P. Hanlon
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Name: David P. Hanlon
Title: Chief Executive Officer