<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 2000
REGISTRATION NO. 333-44216
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
MANDALAY RESORT GROUP
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
NEVADA 7011 88-0121916
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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3950 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89119
(702) 632-6700
(Address, including zip code, telephone number, including area code, of
registrant's principal executive offices)
--------------------------
YVETTE E. LANDAU
VICE PRESIDENT AND GENERAL COUNSEL
3950 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89119
(702) 632-6700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
COPIES OF ALL COMMUNICATIONS TO:
HOWELL J. REEVES
Wolf, Block, Schorr and Solis-Cohen LLP
1650 Arch Street, 22nd Floor
Philadelphia, Pennsylvania 19103
(215) 977-2000
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
THE EXCHANGE OFFER TO WHICH THIS REGISTRATION STATEMENT
RELATES WAS COMPLETED ON OCTOBER 13, 2000.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration number for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier, effective registration
statement for the same offering. / /
--------------------------
This Post-Effective Amendment No. 1 to Registration Statement on Form S-4
shall hereafter become effective in accordance with the provisions of
Section 8(c) of the Securities Act.
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<PAGE>
DEREGISTRATION OF NOTES
This Post-Effective Amendment No. 1 (the "Amendment") amends the
Registration Statement on Form S-4 (Registration No. 333-44216)(as amended,
the "Registration Statement") by which Mandalay Resort Group, a Nevada
corporation (the "Registrant"), registered $500,000,000 principal amount of
the Registrant's 10 1/4% Series B Senior Subordinated Notes due 2007 (the
"Registered Notes") to be offered in exchange for an equivalent principal
amount of the Registrant's 10 1/4% Series A Senior Subordinated Notes due
2007. The Securities and Exchange Commission declared the Registration
Statement effective on September 5, 2000, and $499,000,000 principal amount
of the Registered Notes was issued in the exchange offer.
In accordance with its undertaking in the Registration Statement, the
Registrant is filing this Amendment to deregister the $1,000,000 principal
amount of Registered Notes not issued in the exchange offer, which terminated
on October 13, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment 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 30, 2000.
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MANDALAY RESORT GROUP
By: /s/ MICHAEL S. ENSIGN
-----------------------------------------
Michael S. Ensign,
Chairman of the Board
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Pursuant to the requirements of the Securities Act of 1933, this amendment
to registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
Chairman of the Board, Chief
/s/ MICHAEL S. ENSIGN Executive Officer and Chief
------------------------------------ Operating Officer (Principal October 30, 2000
Michael S. Ensign Executive Officer)
/s/ WILLIAM A. RICHARDSON
------------------------------------ Vice Chairman of the Board October 30, 2000
William A. Richardson
/s/ GLENN W. SCHAEFFER President, Chief Financial Officer,
------------------------------------ Treasurer and Director (Principal October 30, 2000
Glenn W. Schaeffer Financial Officer)
/s/ LES MARTIN Vice President and Chief Accounting
------------------------------------ Officer (Principal Accounting October 30, 2000
Les Martin Officer)
*
------------------------------------ Director October 30, 2000
William E. Bannen
*
------------------------------------ Director October 30, 2000
Arthur H. Bilger
*
------------------------------------ Director October 30, 2000
Rose McKinney-James
*
------------------------------------ Director October 30, 2000
Michael D. McKee
*
------------------------------------ Director October 30, 2000
Donna B. More
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<S> <C> <C> <C>
*By: /s/ GLENN W. SCHAEFFER
------------------------------------
Glenn W. Schaeffer, ATTORNEY-IN-FACT
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