Post-effective Amendment to an Automatic Shelf Registration of Form S-3asr or Form F-3asr (posasr)
October 15 2018 - 9:26AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October 15, 2018
Registration
No. 333-219105
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORM
S-3
REGISTRATION STATEMENT NO.
333-219105
Under
The
Securities Act of 1933
PINNACLE ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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47-4668380
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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3980 Howard Hughes Parkway
Las Vegas, Nevada 89169
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(Address, including zip code, of registrants principal executive offices)
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Elliot D. Hoops, Esq.
Pinnacle Entertainment, Inc.
3980 Howard Hughes Parkway
Las Vegas, Nevada 89169
(Name and address of agent for service)
(702) 541-7777
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filter, 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. (Check one):
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment is being filed to deregister the securities previously registered under the following Registration Statement on
Form
S-3
(the Registration Statement) of Pinnacle Entertainment, Inc., a Delaware corporation (the Company) filed by the Company with the Securities and Exchange Commission (the
SEC), together with any and all plan interests and other securities registered thereunder:
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Registration Statement
No. 333-219105,
originally filed with the SEC
on June 30, 2017, registering debt securities, shares of preferred stock, par value $0.01 per share of the Company, depository shares, shares of common stock, par value $0.01 per share of the Company, warrants, rights, purchase contracts and
units of the Company.
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On October 15, 2018, pursuant to the Agreement and Plan of Merger, dated as of
December 17, 2017 (the Merger Agreement) by and among the Company, Penn National Gaming, Inc., a Pennsylvania corporation (the Parent) and Franchise Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of
the Parent (the Merger Sub), the Merger Sub was merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of the Parent (the Merger). Following the consummation of the Merger, the
Company became a subsidiary of the Parent.
As a result of the completion of the Merger, the Company has terminated all offerings of the
Companys securities pursuant to the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had
been registered for issuance that remain unsold at the termination of the offerings, the Company hereby removes and withdraws from registration all of such securities registered but unsold under the Registration Statement. The Registration Statement
is hereby amended, as appropriate, to reflect the deregistration of such securities.
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 to the Registration Statement on Form
S-3
to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on October 15, 2018.
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PINNACLE ENTERTAINMENT, INC.
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By:
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/s/ Elliot D. Hoops
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Name: Elliot D. Hoops
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Title: Vice President and Legal Counsel
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No other person is required to sign the Post-Effective Amendment to the Registration Statement in reliance upon Rule 478
under the Securities Act of 1933.
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