As filed with the Securities and Exchange Commission on October 5, 1999
Registration No. 333-78103
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________________
POST EFFECTIVE AMENDMENT NO. 1
to
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________________
JACKPOT ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Nevada 7990 88-0169922
(State or other jurisdiction
of incorporation or organization) (Primary Standard (I.R.S.
Industrial Classification Employer
Code Number) Identification
No.)
1110 Palms Airport Drive
Las Vegas, Nevada 89119
(702) 263-5555
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
_______________________
Don R. Kornstein
President and Chief Executive Officer
Jackpot Enterprises Inc.
1110 Palms Airport Drive
Las Vegas, Nevada
(702) 263-5555
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_______________________
Copies of all communications to:
Alan I. Annex, Esq.
Camhy Karlinsky & Stein LLP
1740 Broadway
New York, New York 10019
(212) 977-6600
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 amends the Registration Statement
on Form S-4 (No. 333-78103) declared effective on July 22, 1999 on
which the Registrant registered an aggregate of 9,305,501 shares of its Common
Stock, which represented the maximum number of shares issuable by the Registrant
in connection with the proposed merger of Players International, Inc.
("Players") with and into a wholly-owned subsidiary of the Registrant (the
"Subsidiary") pursuant to an Agreement and Plan of Merger dated as of
February 8, 1999 by and among the Registrant, the Subsidiary and Players (the
"Merger Agreement"). Pursuant to the terms of the Merger Agreement, Players
terminated the Merger Agreement effective August 19, 1999 prior to the
consummation of the proposed transaction. Accordingly, none of the shares
of the Registrant's Common Stock that were registered in connection with the
proposed transaction will be issued, and all 9,305, 501 shares are to be
deregistered upon the filing of this Post-Effective Amendment No. 1.
Signatures
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this Post Effective Amendment No. 1 to Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Las Vegas, State of Nevada, on October 5, 1999.
JACKPOT ENTERPRISES, INC.
By: /s/ Don R. Kornstein
_____________________________________
Don R. Kornstein
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Don R. Kornstein President, Chief Executive October 5, 1999
_______________________ Officer and Director
Don R. Kornstein (Principal Executive Officer)
/s/ Bob Torkar Senior Vice President - Finance, October 5, 1999
_______________________ Treasurer and Chief Accounting
Bob Torkar Officer (Principal Financial
and Accounting Officer)
* Chairman of the Board October 5, 1999
_______________________
Allan R. Tessler
* Director October 5, 1999
_______________________
David R. Markin
* Director October 5, 1999
_______________________
Robert L. McDonald, Sr.
*By /s/ Don R. Kornstein
____________________
Don R. Kornstein
Attorney-in-fact
