0001104659-17-005817.txt : 20170201 0001104659-17-005817.hdr.sgml : 20170201 20170201163129 ACCESSION NUMBER: 0001104659-17-005817 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170201 DATE AS OF CHANGE: 20170201 EFFECTIVENESS DATE: 20170201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Affinity Gaming CENTRAL INDEX KEY: 0001499268 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 020815199 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-174089 FILM NUMBER: 17565304 BUSINESS ADDRESS: STREET 1: 3755 BREAKTHROUGH WAY STREET 2: SUITE 300 CITY: LAS VEGAS STATE: NV ZIP: 89135 BUSINESS PHONE: (702) 341-2400 MAIL ADDRESS: STREET 1: 3755 BREAKTHROUGH WAY STREET 2: SUITE 300 CITY: LAS VEGAS STATE: NV ZIP: 89135 FORMER COMPANY: FORMER CONFORMED NAME: Affinity Gaming, LLC DATE OF NAME CHANGE: 20110630 FORMER COMPANY: FORMER CONFORMED NAME: Herbst Gaming, LLC DATE OF NAME CHANGE: 20100816 S-8 POS 1 a17-3413_1s8pos.htm S-8 POS

 

As filed with the Securities and Exchange Commission on February 1, 2017

 

Registration No. 333-174089

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 2

TO

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

AFFINITY GAMING

(Exact name of registrant as specified in its charter)

 

Nevada

 

02-0815199

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

3755 Breakthrough Way, Suite 300

Las Vegas, Nevada 89135

(Address, including zip code, of principal executive offices)

 

 

Affinity Gaming 2011 Long-Term Incentive Plan

(formerly known as the Herbst Gaming, LLC 2011 Long-Term Incentive Plan

(Full title of the plans)

 

Marc H. Rubinstein

Senior Vice President, General Counsel and Secretary

3755 Breakthrough Way, Suite 300

Las Vegas, Nevada 89135

702-341-2400

(Name, address and telephone number, including area code, of agent for service)

 

 

Copy to:

Brandon C. Parris
Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105

(415) 268-7000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  o             Accelerated filer  o                        Non-accelerated filer   x              Smaller reporting company  o

 

 

 


 

DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment relates to the following Registration Statement on Form S-8 filed by Affinity Gaming (the “Company”) with the Securities and Exchange Commission (the “SEC”) (the “Registration Statement”), pertaining to the registration of shares of common stock of the Company, par value $0.001 per share (“Common Stock”) offered under certain employee benefit and equity plans and agreements:

 

File No.

 

Date Filed
with the SEC

 

Name of Equity Plan or Agreement

 

Shares of

Common Stock (#)

 

333-174089

 

May 10, 2011*

 

Affinity Gaming 2011 Long-Term Incentive Plan (Formerly known as the Herbst Gaming, LLC 2011 Long-Term Incentive Plan)

 

1,000,000

 

 

*As amended by Post-Effective Amendment No. 1 to Form S-8 filed on April 24, 2013

 

Pursuant to the Agreement and Plan of Merger, dated as of August 22, 2016, by and among the Company, Z Capital Affinity Owner, L.L.C., a Delaware limited liability company (“Parent”), and Affinity Merger Sub, Inc. a Nevada corporation and wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub was merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. In connection with the Merger, as of the date hereof, the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statement.

 

Accordingly, the Company hereby terminates the effectiveness of the Registration Statement and, in accordance with the undertakings made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities of the Company that had been registered but remain unsold at the termination of the offering, the Company hereby removes from registration any and all such securities registered but unsold under the Registration Statement as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on February 1, 2017.

 

 

AFFINITY GAMING

 

 

 

By:

/s/ Walter Bogumil

 

Name:

Walter Bogumil

 

Title:

Senior Vice President, Chief Financial
Officer and Treasurer

 

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

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