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EX-3.1 - EX-3.1 - EMPIRE RESORTS INC | d92034dex31.htm |
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): December 23, 2015
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) |
Registrants 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)) |
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On December 21, 2015, Empire Resorts, Inc. (the Company) filed a Certificate of Amendment (the Certificate of Amendment) to the Companys Amended and Restated Certificate of Incorporation (as amended, the Certificate of Incorporation) with the Secretary of State of the State of Delaware to effect a 1-for-5 reverse stock split of all outstanding shares of common stock of the Company, par value $.01 per share (Common Stock), effective as of 12:01 A.M. on December 23, 2015. The filing of the Certificate of Amendment was made pursuant to the authorization provided by the stockholders of the Company by written consent on October 5, 2015, which authorized the Board of Directors of the Company to effect a reverse stock split of all outstanding shares of Common Stock at a specific ratio within a range from 1-for-2 to 1-for-5 at any time before December 31, 2016. The 1-for-5 reverse stock split ratio was subsequently determined at a meeting of the Companys Board of Directors on December 7, 2015.
As a result of the reverse stock split, each five (5) shares of outstanding common stock will be combined into one (1) new share, with no change in authorized shares or par value per share. The number of outstanding shares of Common Stock will be reduced from approximately 47.792 million to approximately 9.550 million. Proportional adjustments also will be made to the exercise prices of the Companys outstanding warrants and stock options, and to the number of shares issued and issuable under the Companys stock incentive plans. The reverse stock split will not affect any stockholders ownership percentage of Common Stock, except to the limited extent that the reverse stock split would result in any stockholder owning a fractional share. The Company will not issue fractional certificates for post-reverse stock split shares in connection with the reverse stock split; rather, the Company will issue an additional share to all holders of fractional shares.
The Companys trading symbol of NYNY will not change as a result of the reverse stock split. The Common Stock will trade under a new CUSIP number 292052305 effective as of December 23, 2015.
The Certificate of Amendment is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit No. |
Description | |
3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation 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: December 23, 2015
EMPIRE RESORTS, INC. | ||
By: | /s/ Joseph A. DAmato | |
Name: Joseph A. DAmato | ||
Title: Chief Executive Officer |