As filed with the Securities and Exchange Commission on March 30, 2012.
Registration No. 333-126369
UNITED STATES
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
Riviera Holdings Corporation
(Exact name of registrant as specified in its charter)
| Nevada | 88-0296885 |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
2901 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(Address of principal executive offices, including zip code)
Riviera Holdings Corporation 2005
Incentive Stock Option Plan
Riviera Holdings Corporation 2005
Non-Qualified Stock Option Plan
for Non-Employee Directors
(Full title of the plan)
Tullio Marchionne
2901 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 734-5110
(Name, address, and telephone number,
including area code, of agent for service)
Copies to:
Kevin Cudney
Brownstein Hyatt Farber Schreck, LLP
410 Seventeenth Street, Suite 2200
Denver, Colorado 80202-4432
(303) 223-1100
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer o | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company þ |
EXPLANATORY NOTE
Deregistration of Unsold Securities
On July 1, 2005, the Registrant filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-8, Registration No. 333-126369 (the “Registration Statement”), for the sale of 1,150,000 shares of the common stock, par value $0.001 per share (the “Common Stock”), of the Registrant under the Riviera Holdings Corporation 2005 Incentive Stock Option Plan and the Riviera Holdings Corporation 2005 Non-Qualified Stock Option Plan for Non-Employee Directors.
On April 1, 2011 (the “Substantial Consummation Date”), the Registrant emerged from reorganization proceedings under the provisions of Chapter 11 of the United States Bankruptcy Code. Pursuant to the Registrant 's Second Amended Joint Plan of Reorganization, all existing shares of the Company’s equity securities, including the Common Stock, outstanding prior to the Substantial Consummation Date, were cancelled on the Substantial Consummation Date. Concurrently, the Registrant terminated all equity-based compensation plans.
As a result, the Registrant terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statement. Accordingly, pursuant to an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities of the Company which remain unsold at the termination of the offering subject to the Registration Statement, the Company hereby removes from registration all securities registered under the Registration Statement that remain unsold.
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-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on March 29, 2012.
| RIVIERA HOLDINGS CORPORATION | |||
| By: | /s/ Andy Choy | ||
|
Andy Choy President and Chief Executive Officer | |||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Andy Choy | President and Chief Executive | March 29, 2012 | ||
| Andy Choy | Officer, Director | |||
| (Principal Executive Officer) | ||||
| /s/ Larry King | Chief Financial Officer | March 29, 2012 | ||
| Larry King | (Principal Financial and Accounting Officer) | |||
| /s/ Derek J. Stevens | Director | March 29, 2012 | ||
| Derek J. Stevens | ||||
| /s/ Marcos Alvarado | Director | March 29, 2012 | ||
| Marcos Alvarado | ||||