<PAGE>
As filed with the Securities and Exchange Commission on
December 29, 1999.
Registration Statement No. 333-04805
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
MANDALAY RESORT GROUP*
----------------------
(Exact name of issuer as specified in its charter)
NEVADA 88-0121916
- ------------------------ --------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3950 LAS VEGAS BOULEVARD SOUTH, LAS VEGAS, NEVADA 89119
- ----------------------------------------------------- ------------
(Address of Principal Executive Offices) (Zip Code)
1995 SPECIAL STOCK OPTION PLAN
---------------------
(Full Title of the Plan)
Yvette E. Landau, General Counsel
Mandalay Resort Group
3950 Las Vegas Boulevard South
Las Vegas, NV 89119
---------------------
(Name and address of agent for service)
(702) 632-6700
---------------------
(Telephone number, including area code, of agent for service)
Copies to:
Howell J. Reeves, Esquire
Wolf, Block, Schorr and Solis-Cohen LLP
1650 Arch Street -- 22nd Floor
Philadelphia, PA 19103
(215) 977-2000
- -------------------
* Effective June 18, 1999 Circus Circus Enterprise, Inc. amended its Articles of
Incorporation to change it name to Mandalay Resort Group.
<PAGE>
This amendment is filed solely for the purpose of removing from registration
the 3,290,000 shares of common stock covered by this registration statement
which remain unsold and are no longer being offered hereby.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Las Vegas, State of Nevada, on the 28th day of December, 1999.
MANDALAY RESORT GROUP
By: Michael S. Ensign
-----------------------------------
Michael S. Ensign, Chairman
of the Board and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Michael S. Ensign and Glenn Schaeffer, and each of
them, his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all post-effective
amendments to this registration statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person, thereby ratifying and
confirming all that said attorneys-in-fact and agents or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this amendment has
been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Michael S. Ensign Chairman of the Board December 28, 1999
- ------------------------ and Chief Executive
Michael S. Ensign Officer (Principal
Executive Officer)
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
William A. Richardson Vice Chairman of the Board December 28, 1999
- ------------------------
William A. Richardson
Glenn W. Schaeffer President, Chief Financial December 28, 1999
- ------------------------ Officer, Treasurer and Director
Glenn W. Schaeffer (Principal Financial Officer)
Les Martin Vice President and December 28, 1999
- ------------------------ Chief Accounting Officer
Les Martin (Principal Accounting Officer)
William E. Bannen Director December 28, 1999
- ------------------------
William E. Bannen
Arthur H. Bilger Director December 28, 1999
- ------------------------
Arthur H. Bilger
Michael D. McKee Director December 28, 1999
- ------------------------
Michael D. McKee
Rose McKinney-James Director December 28, 1999
- ------------------------
Rose McKinney-James
Donna B. More Director December 28, 1999
- ------------------------
Donna B. More
</TABLE>
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