<PAGE>
As filed with the Securities and Exchange Commission on April 18, 2000
Registration No. 33-
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
-----------------------------------
PLAYERS INTERNATIONAL, INC.
(Exact name of Registrant as Specified in Its Charter)
Nevada 95-41745832
(State of Incorporation) (I.R.S. Employer Identification No.)
-----------------------------------
5100 West Sahara Boulevard
Las Vegas, Nevada 89146
(702) 579-2300
(Address Including Zip Code and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
-----------------------------------
PLAYERS INTERNATIONAL, INC.
AMENDED AND RESTATED 1993 STOCK INCENTIVE PLAN
(Full Title of the Plan)
-----------------------------------
Stephen H. Brammell, Esq.
Senior Vice President and Secretary
Players International, Inc.
5100 West Sahara Boulevard
Las Vegas, Nevada 89146
(702) 579-2300
(Name, Address and Telephone Number, Including Area Code of Agent or Service)
<PAGE>
PLAYERS INTERNATIONAL, INC.
TERMINATION OF REGISTRATION STATEMENT AND
DEREGISTRATION OF SECURITIES
On March 22, 2000, pursuant to that certain Agreement and Plan of
Merger, date as of August 19, 1999, by and among Harrah's Entertainment,
Inc., a Delaware corporation ("Harrah's"), HEI Acquisition Corp. II, a Nevada
corporation and a direct wholly-owned subsidiary of Harrah's ("HEI"), and
Players International, Inc., a Nevada corporation (the "Company"), HEI merged
with and into the Company (the "Merger"), with the Company continuing as the
surviving corporation. In connection with the Merger, stockholders of the
Company were granted the right to receive $8.50 in cash in exchange for each
issued and outstanding share of common stock of the Company, par value $0.005
per share ("Players Common Stock"), and each option to purchase a share of
Players Common Stock under the Players International, Inc. Amended and
Restated 1993 Stock Incentive Plan (the "Plan"), was accelerated and
similarly exchanged for $8.50 in cash, less the exercise price of such option.
Because all of the stock options which were granted under the Plan, and
for which the related shares of Players Common Stock were registered on the
registration statement in Form S-8, No. 33-70110 (the "Registration
Statement"), have been exercised in full or have been exchanged for cash in
connection with the Merger, no additional shares of Players Common Stock
registered on the Registration Statement can be purchased or otherwise issued
under the Plan. As a result, the Company hereby removes from registration any
and all shares of the Players Common Stock that were previously registered
under the Registration Statement, and hereby files this Post-Effective
Amendment No. 1 to the Registration Statement to effect such removal and to
terminate the Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrar 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 post-Effective Amendment No.1 to the Registration Statement
on Form S-8 of Players International, Inc. to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las Vegas, State of
Nevada, on March 30, 2000.
PLAYERS INTERNATIONAL, INC.
By: /s/ Stephen H. Brammell
----------------------------------
Name: Stephen H. Brammell
Title: Senior Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post Effective Amendment No.1 to the Registration Statement on Form S-8
of Players International, Inc. has been signed as of March 30, 2000 by the
following persons in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Philip G. Satre
- --------------------- President, Chief Executive March 30, 2000
Philip G. Satre Officer and Director
/s/ Colin V. Reed
- --------------------- Executive Vice President March 30, 2000
Colin V. Reed Treasurer and Director
(Principal Accounting Officer)
</TABLE>
