As filed with the Securities and Exchange Commission on August 15, 1995
Registration No. 33-58833
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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
Griffin Gaming & Entertainment, Inc.
(Formerly: Resorts International, Inc.)
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(Exact name of registrant as specified in its charter)
Delaware 59-0763055
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(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
1133 Boardwalk, Atlantic City, New Jersey 08401
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(Address of Principal Executive Offices including Zip Code)
Resorts International, Inc. 1994 Stock Option Plan and
Resorts International, Inc. Senior Management Stock Option Plan
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(Full title of plans)
Matthew B. Kearney
Executive Vice President - Finance
Griffin Gaming & Entertainment, Inc.
1133 Boardwalk
Atlantic City, NJ 08401
(609) 344-6000
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(Name, address and telephone number of agent for service)
Copies to:
Arthur H. Bill, Esq.
Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue, N.W. (Suite 825)
Washington, D.C. 20036
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Form S-8 Registration
Statement No. 33-58833 of Griffin Gaming & Entertainment, Inc. (formerly,
Resorts International, Inc.) is being filed solely for the purpose of
including as exhibits to the Registration Statement copies of the Resorts
International, Inc. 1994 Stock Option Plan (as amended on June 27, 1995) and
an Amendment to the Amended and Restated Certificate of Incorporation of
Resorts International, Inc. The amendments to the 1994 Stock Option Plan and
the Amended and Restated Certificate of Incorporation were approved by
shareholders at an annual meeting held on June 27, 1995. The amendment of the
Amended and Restated Certificate of Incorporation became effective on June 30,
1995, when the name of the registrant was changed. Except for the amendment of
Item 8, in Part II, no other part of Part II, and no part of Part I, of the
Registration Statement is being amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
This Item 8 is amended to replace the document previously filed as
Exhibit 4(b), and to add an Exhibit 4(c)(1), as follows:
Exhibit
Number Description
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4(b) Resorts International, Inc. 1994 Stock Option Plan (as amended on
June 27, 1995). (Incorporated by reference to Exhibit(4)(b) to
registrant's Form 10-Q Quarterly Report for the quarter ended June
30, 1995, in File No. 1-4748.)
4(c)(1) Form of Amendment to Amended and Restated Certificate of
Incorporation. (Incorporated by reference to Exhibit A to
registrant's Definitive Proxy Statement filed on May 23, 1995 on
Schedule 14A.)
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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 the requirements for filing on Form S-8 and has duly caused this
Registration Statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlantic City, State of
New Jersey on this 15th day of August, 1995.
GRIFFIN GAMING & ENTERTAINMENT, INC.
(Registrant)
By: /s/MATTHEW B. KEARNEY
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Matthew B. Kearney
Executive Vice President-Finance
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the dates indicated:
Signature Title Date
*
--------------------- Chairman of the Board
Merv Griffin and Director
*
--------------------- Director
William J. Fallon
*
--------------------- President and Director
Thomas E. Gallagher (Principal Executive
Officer)
*
--------------------- Director
Jay M. Green
--------------------- Director
Charles Masson
--------------------- Director
Vincent J. Naimoli
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/s/MATTHEW B. KEARNEY
--------------------- Executive Vice President- August 15, 1995
Matthew B. Kearney Finance (Principal
Financial Officer)
*
--------------------- Vice President-Controller
David G. Bowden (Principal Accounting
Officer)
*By /s/MATTHEW B. KEARNEY
-----------------------
Matthew B. Kearney
Attorney-in-Fact
August 15, 1995
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EXHIBIT INDEX
Exhibit
Number Description
4(b) Resorts International, Inc. 1994 Stock Option Plan (as amended on
June 27, 1995). (Incorporated by reference to Exhibit(4)(b) to
registrant's Form 10-Q Quarterly Report for the quarter ended June
30, 1995, in File No. 1-4748.)
4(c)(1) Form of Amendment to Amended and Restated Certificate of
Incorporation. (Incorporated by reference to Exhibit A to
registrant's Definitive Proxy Statement filed on May 23, 1995 on
Schedule 14A.)
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