Post-effective Amendment to an S-8 Filing (s-8 Pos)
30 Juni 2017 - 11:00PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on June 30, 2017
Registration No. 333-108672
Registration No. 333-108673
Registration No. 333-147435
Registration No. 333-173325
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT
NO. 333-108672
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT
NO. 333-108673
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT
NO. 333-147435
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT
NO. 333-173325
UNDER THE SECURITIES ACT OF 1933
ENTERTAINMENT GAMING ASIA INC.
(Exact name of registrant as specified in
its charter)
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Nevada
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91-1696010
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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37/F, The Centrium
60 Wyndham Street
Central, Hong Kong SAR
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N/A
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(Address of Principal Executive Offices)
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(Zip Code)
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_______________________
1999 Directors' Stock Option Plan
1999 Stock Option Plan
2008 Stock Incentive Plan
(Full title
of the plan)
_______________________
Daniel K. Donahue
Greenberg Traurig, LLP
3161 Michelson Drive, Suite 1000
Irvine, California 92612
(949) 732-6500
(Name and address of agent for service)
Indicate by check mark whether the registrant is a large accelerated
filter, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.:
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer
x
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Smaller reporting company ☐
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(Do not check if a smaller reporting company)
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Emerging growth company ☐
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial or accounting
standards pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
DEREGISTRATON OF SECURITIES
These Post-Effective
Amendments (each, a “Post-Effective Amendment” and, collectively, the “Post-Effective Amendments”) relate
to the following Registration Statements on Form S-8 (each, a “Registration Statement” and, collectively, the “Registration
Statements”) filed by Entertainment Gaming Asia Inc. (the “Company”) with the Securities and Exchange Commission:
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·
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File No. 333-108672 registering 300,000 shares of the Company’s common stock under the Company’s 1999 Directors'
Stock Option Plan;
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·
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File No. 333-108673 registering 2,000,000 shares of the Company’s common stock under the Company’s 1999 Stock Option
Plan;
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·
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File No. 333-147435 registering an additional 13,000,000 shares of the Company’s common stock under the Company’s
1999 Stock Option Plan; and
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·
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File No. 333-173325 registering 10,000,000 shares of the Company’s common stock under the Company’s 2008 Stock
Incentive Plan.
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On
June 21, 2017,
the Company and EGT Nevada Holding Inc., a Nevada corporation and 92.5% owner of the Company’s common
shares as of such date (“EGT Holding”), entered into an Agreement and Plan of Merger (“Merger Agreement”)
pursuant to which all outstanding common shares of the Company not owned by EGT Holding were cancelled and converted into the right
to receive $2.35 per share (the “Merger”). The Merger was consummated on June 21, 2017. Upon the close of the Merger,
the Company became the wholly-owned indirect subsidiary of Melco International Development Limited, a Hong Kong-listed company.
As a result of the
Merger, the Company has terminated all offerings of securities pursuant to the Registration Statements. In accordance with the
undertaking contained in each Registration Statement to remove from registration, by means of a post-effective amendment, any of
the securities being registered which remain unissued at the termination of the offering, the Company is filing these Post-Effective
Amendments to deregister all such securities of the Company registered under the Registration Statements that remain unissued as
of the effective date of these Post-Effective Amendments.
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
of filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf
by the undersigned, thereunto duly authorized, in Hong Kong, SAR on June 30, 2017.
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ENTERTAINMENT GAMING ASIA INC.
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By:
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/s/ Clarence (Yuk Man)
Chung
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Clarence (Yuk Man)
Chung,
President
and Chief Executive Officer
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Note: Pursuant to Rule 478 under the Securities
Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments.
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