As filed with the Securities and Exchange
Commission on June 30, 2017
Registration No. 333-123401
Registration No. 333-133264
Registration No. 333-147595
Registration No. 333-147596
Registration No. 333-148286
Registration No. 333-170246
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-3 REGISTRATION STATEMENT
NO. 333-123401
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT
NO. 333-133
264
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT
NO. 333-147595
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT
NO. 333-147596
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT
NO. 333-
148286
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-3 REGISTRATION STATEMENT
NO. 333-170246
UNDER THE SECURITIES ACT OF 1933
ENTERTAINMENT GAMING ASIA INC.
(Exact name of registrant as specified in
its charter)
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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_______________________
Daniel K. Donahue
Greenberg Traurig, LLP
3161 Michelson Drive, Suite 1000
Irvine, California 92612
(Name and address of agent for service)
(949) 732-6500
(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:
☒
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 registrations statement number of the earlier effective registration statement for the same offering.
☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box.
☐
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.:
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-3 (each, a “Registration Statement” and, collectively, the “Registration
Statements”) filed by Entertainment Gaming Asia Inc. (the “Company”) with the Securities and Exchange Commission:
File No. 333-123401 registering 4,084,406 shares of
the Company’s common stock;
File No. 333-133264 registering 1,500,000 shares of
the Company’s common stock;
File No. 333-147595 registering 3,250,000 shares of
the Company’s common stock;
File No. 333-147596 registering 21,876,436 shares of
the Company’s common stock;
File No. 333-148286 registering 16,000,000 shares of
the Company’s common stock; and
File No. 333-170246 registering $20 million of the
Company’s securities.
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 unsold 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 unsold 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-3 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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