EVRI Everi Holdings Inc

As filed with the Securities and Exchange Commission on May 26, 2017

Registration No. 333-____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Everi Holdings Inc.
Amended and Restated 2014 Equity Incentive Plan

(Full title of the plan)

Randy L. Taylor
Executive Vice President and Chief Financial Officer
7250 S. Tenaya Way, Suite 100

Las Vegas, Nevada 89113
(800) 833-7110

(Name, address, telephone number, including area code, of agent for service)

With a copy to:

David P. Lewis, Esq.
DLA Piper LLP (US)
2525 East Camelback Road

Suite 1000

Phoenix, AZ 85016

(480) 606-5100

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth 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.

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 accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐

INCORPORATION BY REFERENCE

The purpose of this Registration Statement on Form S-8 is to register an additional 3,500,000 shares of the Registrant’s common stock, par value $0.001 per share (“Common Stock”), for issuance pursuant to the Everi Holdings Inc. Amended and Restated 2014 Equity Incentive Plan (the “Plan”).  The increase in the number of shares of Common Stock authorized to be issued under the Plan was approved by the Registrant’s stockholders on May 23, 2017.  In accordance with General Instruction E to Form S-8, the contents of the prior Registration Statement on Form S-8 (File No. 333- 197860 )  filed by the Registrant with the Securities and Exchange Commission  (the “SEC”) on August 5, 2014, with respect to shares to be offered or issued under the Plan, are hereby incorporated by reference and made a part hereof.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Registration Statement and prior to the filing of a post‑effective amendment that indicates that all securities offered have been sold or that deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.