<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 1997
REGISTRATION NO. 333-1534
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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
------------------------
CASINO RESOURCE CORPORATION
(Name of Small Business Issuer in its charter)
<TABLE>
<S> <C> <C>
MINNESOTA 7922 41-0950482
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
707 BIENVILLE BOULEVARD, OCEAN SPRINGS, MS 39564
(228) 872-5558
(Address and Telephone Number of Principal Executive Offices)
MAURICE P. GAUDET, CHIEF FINANCIAL OFFICER
CASINO RESOURCE CORPORATION
707 BIENVILLE BOULEVARD, OCEAN SPRINGS, MS 39564
(228) 872-5558
(Name, Address, and Telephone Number of Agent for Service)
------------------------
Copies to:
GIRARD P. MILLER, ESQ.
DOHERTY, RUMBLE & BUTLER, P.A.
3500 FIFTH STREET TOWERS
150 SOUTH FIFTH ST.
MINNEAPOLIS, MINNESOTA 55402-4235
TELEPHONE: (612) 340-5555 TELEFAX: (612) 340-5584
------------------------
Approximate date of commencement of proposed sale to the public: N/A
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, 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, please check the following
box and list the Securities Act registration statement number of the 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 the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
Casino Resource Corporation, a Minnesota corporation (the "Company"),
hereby amends this registration statement to deregister an aggregate of
1,550,944 shares of Common Stock, $.01 par value, held by Eugene Kean and
Kevin M. Kean. The Company had previously filed, on February 23, 1996, with
the Securities and Exchange Commission (the "Commission"), a Registration
Statement on Form S-3 (Registration No. 333-1534), covering the resale of
2,161,230 shares of Common Stock by certain Selling Shareholders. The Company
is seeking to deregister 1,550,944 shares because such shares have not been
sold and the Company's contractual obligation to register such shares has
lapsed.
<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-3 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Ocean Springs,
State of Mississippi on December 22, 1997.
<TABLE>
<S> <C> <C>
CASINO RESOURCE CORPORATION
By: /s/ JOHN J. PILGER
-------------------------------------------
John J. Pilger, Chief Executive Officer
Date: December 22, 1997
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ JOHN J. PILGER Chief Executive Officer, December 22, 1997
- ------------------------------------------- President and Chairman of
John J. Pilger the Board of Directors
/s/ MAURICE GAUDET Chief Financial Officer and December 22, 1997
- ------------------------------------------- Chief Accounting Officer
Maurice Gaudet
/s/ NOREEN POLLMAN Vice President of Operations December 22, 1997
- ------------------------------------------- and Director
Noreen Pollman
/s/ ROBERT J. ALLEN Vice President of December 22, 1997
- ------------------------------------------- Entertainment and Director
Robert J. Allen
/s/ WILLIAM S. LUND Director December 22, 1997
- -------------------------------------------
William S. Lund
/s/ JOHN W. STEINER Director December 22, 1997
- -------------------------------------------
John W. Steiner
/s/ DENNIS EVANS Director December 22, 1997
- -------------------------------------------
Dennis Evans
/s/ DR. TIMOTHY MURPHY Director December 22, 1997
- -------------------------------------------
Dr. Timothy Murphy
</TABLE>
