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As filed with the Securities and Exchange Commission on May 13, 1998
Registration No. 33-84392
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
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(Exact name of registrant as specified in its charter)
COLORADO
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(State or other jurisdiction of incorporation or organization)
84-1158484
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(I.R.S. Employer Identification No.)
17301 WEST COLFAX AVENUE, SUITE 170, GOLDEN, COLORADO 80401
TELEPHONE: (303) 216-0908
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(Name, address, including zip code, and telephone number,
including area code of agent for service)
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
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 statement number of earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) 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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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The Registrant hereby files this post-effective amendment to its
Registration Statement on Form S-3 (File No. 33-84392) filed September 27, 1994
for the purpose of deregistering all securities set forth therein (none of which
were exercised or sold) for the following reasons:
1. All Class A and Class B Warrants expired "out of the money" and
unexercised, hence none of the underlying shares of Common Stock were issued;
and
2. Warrants issued to the Representatives in connection with the
Registrant's May 13,1993 initial public offering were exercised on May 12, 1998.
The Registrant has prepared and will file a new Registration Statement on Form
S-3 to provide a re-offer prospectus on behalf of such Representatives and their
assignees.
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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
of the requirements for filing on Form S-3 and has duly caused this Post
Effective Amendment No. 1 to this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Golden,
State of Colorado, on this 12th day of May, 1998.
BLACK HAWK GAMING & DEVELOPMENT
COMPANY, INC.
By: /s/ Stephen R. Roark
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Stephen R. Roark, President
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment No. 1 to this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
By: /s/ Jeffrey P. Jacobs Chairman of the Board and May 12, 1998
------------------------- Chief Executive Officer
Jeffrey P. Jacobs
By: /s/ Stephen R. Roark President and Chief Financial May 12, 1998
------------------------- and Accounting Officer and a
Stephen R. Roark Director
By: /s/ Frank B. Day Director May 12, 1998
-------------------------
Frank B. Day
By: /s/ J. Patrick McDuff Director May 12, 1998
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J. Patrick McDuff
By: /s/ Robert H. Hughes Director May 12, 1998
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Robert H. Hughes
By: /s/ Martin S. Winick Director May 12, 1998
-------------------------
Martin S. Winick
By: /s/ Timothy Knudsen Director May 12, 1998
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Timothy Knudsen
</TABLE>
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