Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
(Rule 13d
– 101)
INFORMATION
TO BE INCLUDED
IN
STATEMENTS FILED PURSUANT
TO RULE
13d-1(a) AND AMENDMENTS
THERETO
FILED PURSUANT TO
RULE
13d-2(a)
|
Empire
Resorts, Inc.
|
|
(Name
of Issuer)
Common Stock, par value $.01 per share
|
|
(Title
of Class of Securities)
292052107
|
|
(CUSIP
Number)
Joseph
E. Bernstein
6663
Casa Grande Way
Delray Beach, Florida 33446
|
|
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
May 11, 2010
|
|
(Date
of Event which Requires Filing of this
Statement)
|
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
Note: Schedules
filed in paper format shall include a signed original and five copies of the
Schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are sent.
(Page 1
of 7pages)
|
CUSIP
No.
292052107
|
|
1
|
Name
of Reporting Person
S.S.
or I.R.S. Identification No. of Above Person
Joseph
E. Bernstein
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||
|
2
|
Check
the Appropriate Box if a Member of a Group
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(a) o
(b) x
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|
|
3
|
SEC
Use Only
|
||
|
4
|
Sources
of Funds
PF
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||
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
|
¨
|
|
|
6
|
Citizenship
or Place of Organization
United
States
|
||
|
Number
of shares
Beneficially
Owned
By
Each Reporting
Person
With:
|
7
|
Sole
Voting Power
4,957,351
|
|
|
8
|
Shared
Voting Power
0
|
||
|
9
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Sole
Dispositive
Power
4,957,351
|
||
|
10
|
Shared
Dispositive
Power
0
|
||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,957,351
|
||
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
¨
|
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
6.8%
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||
|
14
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Type
of Reporting Person
IN
|
||
(Page 2
of 7 pages)
|
ITEM 1.
|
SECURITY
AND ISSUER
|
This
statement on Schedule 13D relates to shares of common stock, par value $.01 per
share (the "Common Stock"), of Empire Resorts, Inc., a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located
at c/o Monticello Casino and Raceway, Route 17B, P.O. Box 5013, Monticello, New
York 12701.
|
ITEM 2.
|
IDENTITY
AND BACKGROUND
|
This
statement is being filed by Joseph E. Bernstein (the "Reporting
Person"). The residence address of the Reporting Person is 6663 Casa
Grande Way, Delray Beach, Florida 33446.
The
Reporting Person is principally engaged in the business of real estate
development. These activities are conducted through Americas
Partners, LLC located at 6633 Casa Grande Way, Delray Beach, Florida
33446.
During
the last five years the Reporting Person has not (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
The
Reporting Person is a citizen of the United States.
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ITEM 3.
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SOURCE
AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
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As more
fully described herein, effective May 11, 2010, the Reporting Person, Empire
Resorts, Inc., Kien Haut Realty III, Limited, Kok Thay Lim, Colin Au Fook Yew
and G. Michael Brown entered into a Settlement Agreement and Release, dated as
of May 11, 2010 (the “Settlement Agreement”), to resolve certain legal disputes
among them. Pursuant to the Settlement Agreement, the Reporting
Person was granted (i) a Common Stock Purchase Warrant, dated May 11, 2010, to
purchase up to 250,000 shares of Common Stock, (ii) a Common Stock Purchase
Warrant, dated May 11, 2010, to purchase up to 1,000,000 shares of Common Stock
and (iii) a Common Stock Purchase Warrant, dated May 11, 2010, to purchase up to
2,000,000 shares of Common Stock (collectively, the “Common Stock Purchase
Warrants”).
More than
60 days prior to May 11, 2010 the Reporting Person had acquired stock options
from the Issuer to purchase up to 750,000 shares of Common Stock (collectively,
the “Stock Options”) and 957,351 shares of Common Stock (of which 955,851 shares
are held directly by the Reporting Person and 1,500 shares are held by Bernstarz
LLC, a limited liability company in which the Reporting Person is the sole
member (collectively, the “Previously Acquired Shares”).
The
Reporting Person used his personal funds to acquire the shares of Common Stock
referred to in the immediately preceding paragraph.
(Page 3
of 7 pages)
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ITEM 4.
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PURPOSE
OF TRANSACTION
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The
purpose of the acquisition of the Common Stock Purchase Warrants, the Stock
Options and the Previously Acquired Shares was for investment. The
Reporting Person currently does not have any plans or proposals of the type set
forth in Paragraphs (a) through (j) of Item 4 of Schedule 13D, except that the
Reporting Person may acquire additional shares of Common Stock in open market
transactions for investment purposes and may dispose of shares of Common Stock
in open market transactions or otherwise. Any decision of the
Reporting Person either to purchase additional shares of Common Stock or to
dispose of any of such shares will take into account various factors, including
general economic and stock market conditions.
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ITEM 5.
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INTEREST
IN SECURITIES OF THE ISSUER
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(a) The
4,957,351 shares of Common Stock beneficially owned by the Reporting Person
constitute approximately 6.8% of the outstanding shares of Common
Stock. An aggregate of 4,000,000 shares of Common Stock beneficially
owned by the Reporting Person represent shares of Common Stock which the
Reporting Person has the right to acquire upon the exercise of the Common Stock
Purchase Warrants and the Stock Options.
(b) The
Reporting Person has the sole power to vote or to direct the vote and to dispose
of or direct the disposition of all of the shares of Common Stock beneficially
owned by the Reporting Person.
(c) Effective
May 11, 2010, the Reporting Person entered into the Settlement Agreement with
the other parties thereto to resolve certain legal disputes among the parties.
In connection with the Settlement Agreement, the Issuer granted to the Reporting
Person (i) a Common Stock Purchase Warrant, dated May 11, 2010, to acquire up to
250,000 shares of Common Stock at an exercise price of $2.00 per share during
the period from May 11, 2010 through May 10, 2015, (ii) a Common Stock Purchase
Warrant, dated May 1, 2010, to acquire up to 1,000,000 shares of Common Stock at
an exercise price of $2.00 per share during the period from May 11, 2010 through
May 10, 2015 and (iii) a Common Stock Purchase Warrant, dated May 11, 2010, to
acquire up to 2,000,000 shares of Common Stock during the period from May 11,
2010 through May 10, 2020, subject to the contingency that the Common Stock
Purchase Warrants described in clauses (i) and (ii) above must have been
exercised in full before the Common Stock Purchase Warrant described in this
clause (iii) may be exercised in whole or in part.
The
following table reflects all of the open market sales made in the applicable
prior 60 day period.
(Page 4
of 7 pages)
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Date
of Sale
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Number
of Shares Sold
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Sales
Price
|
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4/29/2010
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10,900
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$2.0001
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4/29/2010
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1,000
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$2.0
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4/22/2010
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5,500
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$2.0
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4/22/2010
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5,000
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$2.01
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4/22/2010
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1,877
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$2.0004
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4/16/2010
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7,579
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$1.90
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4/16/2010
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50
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$1.9001
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4/5/2010
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15,000
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$1.82347
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4/5/2010
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5,400
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$1.82722
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4/5/2010
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500
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$1.82
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4/1/2010
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5,000
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$1.82
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4/1/2010
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5,000
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$1.81
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4/1/2010
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2,625
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$1.8
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3/31/2010
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2,875
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$1.8
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3/30/2010
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418
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$1.8
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3/26/2010
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6,600
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$1.75909
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3/26/2010
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4,300
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$1.78
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3/26/2010
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3,400
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$1.77
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3/26/2010
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500
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$1.79
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3/25/2010
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758
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$1.8
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3/24/2010
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5,000
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$1.8
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3/23/2010
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3,000
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$1.81
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3/18/2010
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8,500
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$1.82
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3/18/2010
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1,500
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$1.8205
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3/17/2010
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9,391
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$1.8
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3/17/2010
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600
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$1.81
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3/17/2010
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9
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$1.8001
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3/16/2010
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4,600
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$1.80217
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3/16/2010
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4,900
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$1.8
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3/16/2010
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500
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$1.81
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3/16/2010
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500
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$1.82
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(d)
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Not
applicable.
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(e)
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Not
applicable.
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ITEM 6.
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CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER
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Except
for the Common Stock Purchase Warrants and the Stock Options, the Reporting
Person does not have any contract, arrangement, understanding or relationship
(legal or otherwise) with any person with respect to any securities of the
Issuer, including but not limited to the transfer or voting of any of such
securities, finder’s fees, joint ventures, loan or option agreements, puts or
calls, guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
The terms
of the Common Stock Purchase Warrants are described in Item 5(c) above, the text
of which is hereby incorporated into this Item 6 by this reference.
The Stock
Options consist of two separate agreements: (i) a Stock Option
Agreement, dated April 27, 2009, made by the Issuer in favor of the Reporting
Person pursuant to which the Reporting Person is entitled to acquire up to
250,000 shares of Common Stock at an exercise price of $1.14 per share during
the period from April 27, 2009 through April 26, 2014 and (ii) a Stock Option
Agreement, dated as of June 8, 2009, made by the Issuer in favor of the
Reporting Person pursuant to which the Reporting Person is entitled to acquire
up to 500,000 shares of Common Stock at an exercise price of $1.78 per share
during the period from December 31, 2009 through June 7, 2014.
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ITEM 7.
|
MATERIAL
TO BE FILED AS EXHIBITS
|
|
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Exhibit
1:
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Common
Stock Purchase Warrant No. 10003, dated May 11, 2010, to purchase up to
250,000 shares of Common Stock issued by Empire Resorts, Inc. in favor of
Joseph E. Bernstein and/or his
transferees.
|
|
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Exhibit
2:
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Common
Stock Purchase Warrant No. 10002, dated May 11, 2010, to purchase up to
1,000,000 shares of Common Stock issued by Empire Resorts, Inc. in favor
of Joseph E. Bernstein and/or his
transferees.
|
|
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Exhibit
3:
|
Common
Stock Purchase Warrant No. 10001, dated May 11, 2010, to purchase up to
2,000,000 shares of Common Stock issued by Empire Resorts, Inc. in favor
of Joseph E. Bernstein and/or his
transferees.
|
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Exhibit
4:
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Stock
Option Agreement, dated April 27, 2009, issued by Empire Resorts, Inc. in
favor of Joseph E. Bernstein.
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Exhibit
5:
|
Stock
Option Agreement, dated as of June 8, 2009, issued by Empire Resorts, Inc.
in favor of Joseph E. Bernstein.
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(Page 6
of 7 pages)
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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Date: May
21, 2010
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|||
| /s/ Joseph E. Bernstein | |||
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Joseph
E. Bernstein
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(Page 7
of 7 pages)