Registration No.
333-___________
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EMPIRE RESORTS,
INC.
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(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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13-3714474
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer
Identification
Number)
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c/o
Monticello Casino and Raceway
Route
17B, P.O. Box 5013
Monticello,
NY 12701
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(Address
Principal Executive Offices) (Zip Code)
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2005 Equity Incentive Plan
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(Full
Title of the Plan)
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Joseph
E. Bernstein
Chief
Executive Officer
Empire
Resorts, Inc.
c/o
Monticello Casino and Raceway
Route
17B, P.O. Box 5013
Monticello,
NY 12701
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(Name
and Address of Agent For Service)
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(845) 807-0001
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Telephone
Number, Including Area Code of Agent For Service.
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Copy
to:
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Robert
H. Friedman, Esq.
Olshan
Grundman Frome Rosenzweig & Wolosky LLP
Park
Avenue Tower
65
East 55th Street
New
York, New York 10022
Telephone: (212)
451-2300
Facsimile: (212)
451-2222
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Large
accelerated
filer
o
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Accelerated
filer x
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Non-accelerated
filer o
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Smaller
reporting
company o
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(Do
not check if a smaller reporting company)
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Title
of Shares to be Registered
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Amount
to be
Registered (1)(2) |
Proposed
Maximum
Offering Price Per Share (3) |
Proposed
Maximum Aggregate Offering Price |
Amount
of
Registration Fee |
Common
Stock, $0.01 par value per share
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5,000,000
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$1.95
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$9,750,000
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$544.05
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TOTAL
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$544.05
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(1)
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Pursuant
to Rule 416(c) of the Securities Act of 1933, as amended, the registration
statement also covers such indeterminate additional shares of common stock
as may become issuable as a result of any future anti-dilution adjustment
in accordance with the terms of the Registrant's Amended and Restated 2005
Equity Incentive Plan (the “Plan”).
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(2)
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The
number of shares available for the grant of options under the Plan has
been increased from 3,500,000 to
8,500,000.
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(3)
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Pursuant
to Rule 457 (h) of the Securities Act of 1933, as amended, the offering
price per share, solely for the purpose of calculating the registration
fee, is based on the average of the high and low prices of the
Registrant’s common stock on the NASDAQ Global Market on August 4,
2009.
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(1)
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Our
Annual Report on Form 10-K for the year ended December 31,
2008;
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(2)
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Our
Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2009;
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(3)
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Our
Current Reports on Form 8-K filed on each of February 5, 2009, March 23,
2009, March 24, 2009, April 14, 2009, April 17, 2009, May 1, 2009, May 29,
2009, June 3, 2009, June 9, 2009, June 15, 2009, June 30, 2009, July 10,
2009 (two reports), July 22, 2009, July 30, 2009 and August 6,
2009.
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(4)
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The
description of our Common Stock, $0.01 par value, in our registration
statement on Form 8-A12B, as filed with the Commission on June 20, 2001
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”).
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5.1
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Opinion
of Olshan Grundman Frome & Rosenzweig LLP with respect to legality of
the Common Stock.
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23.1
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Consent
of Friedman LLP, an independent registered public accounting
firm.
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23.2
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Consent
of Olshan Grundman Frome Rosenzweig & Wolosky LLP, included in Exhibit
No. 5.1.
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24.1
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Power
of Attorney, included on the signature page to this Registration
Statement.
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EMPIRE
RESORTS, INC.
(Registrant)
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By:
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/s/
Joseph Bernstein
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Name:
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Joseph
Bernstein
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Title:
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Chief
Executive Officer
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Signature
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Title
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Date
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/s/
Joseph Bernstein
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Chief
Executive Officer
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August 6,
2009
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Joseph
Bernstein
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(Principal
Executive Officer)
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/s/
Mark Marasco
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August 6,
2009
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Mark
Marasco
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Principal
Financial and Accounting Officer
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/s/
James Simon
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James
Simon
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Director
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August 6,
2009
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/s/
Bruce M. Berg
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Bruce
M. Berg
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Director
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August 6,
2009
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/s/
Ralph J Bernstein
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Ralph
J Bernstein
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Director
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August 6,
2009
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/s/
Louis R. Cappelli
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Louis
R. Cappelli
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Director
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August 6,
2009
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/s/
Kenneth Dreifach
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Kenneth
Dreifach
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Director
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August 6,
2009
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/s/
Nancy Palumbo
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Nancy
Palumbo
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Director
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August 6,
2009
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/s/
Paul A. deBary
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Paul
A. deBary
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Director
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August 6,
2009
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5.1
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Opinion
of Olshan Grundman Frome & Rosenzweig LLP with respect to legality of
the Common Stock.
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23.1
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Consent
of Friedman LLP, an independent registered public accounting
firm.
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23.2
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Consent
of Olshan Grundman Frome Rosenzweig & Wolosky LLP, included in Exhibit
No. 5.1.
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24.1
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Power
of Attorney, included on the signature page to this Registration
Statement.
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