-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Veaz2xwUPmyWnvBRuI4AKxjpOAyRt90FLVHR0ZX7pVV+hWu3fF8yNh/Q4SToUjUs N8K4UZhpkJI6NHk4lBNyPA== 0001047469-98-027795.txt : 19980721 0001047469-98-027795.hdr.sgml : 19980721 ACCESSION NUMBER: 0001047469-98-027795 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980720 EFFECTIVENESS DATE: 19980720 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHOWBOAT INC CENTRAL INDEX KEY: 0000089966 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 880090766 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 033-47945 FILM NUMBER: 98668663 BUSINESS ADDRESS: STREET 1: 2800 FREMONT ST CITY: LAS VEGAS STATE: NV ZIP: 89104 BUSINESS PHONE: 7023859123 FORMER COMPANY: FORMER CONFORMED NAME: NEW HOTEL SHOWBOAT INC DATE OF NAME CHANGE: 19690122 S-8 POS 1 FORM S-8 As filed with the Securities and Exchange Commission on July 20, 1998. Registration No. 33-47945 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 -------------------------------------- SHOWBOAT, INC. (Exact name of registrant as specified in its charter) NEVADA 88-0090766 (State of Incorporation) (I.R.S. Employer Indentification No.) -------------------------------------- 1023 Cherry Road Memphis, Tennessee 38117 (901) 762-8600 (Address, including zip code and telephone number, including area code, of registrant's principal executive offices) -------------------------------------- SHOWBOAT, INC. 1992 EMPLOYEE STOCK OPTION PLAN (Full title of the plan) -------------------------------------- E.O. Robinson, Jr. Senior Vice President and Secretary Showboat, Inc. 1023 Cherry Road Memphis, Tennessee 38117 (901) 762-8600 (Name, address and telephone number of agent for service) SHOWBOAT, INC. Termination of Registration Statement and Deregistration of Securities On June 1, 1998, pursuant to an Agreement and Plan of Merger dated as of December 18, 1997, among Harrah's Entertainment, Inc., a Delaware corporation ("Harrah's"), HEI Acquisition Corp., a Nevada corporation and an indirect wholly-owned subsidiary of Harrah's Entertainment, Inc. ("HEI"), and Showboat, Inc., a Nevada corporation (the "Company"), HEI merged with and into the Company (the "Merger"). In connection with the Merger, stockholders were paid $30.75 in cash per issued and outstanding share of common stock of the Company, par value $1.00 per share (the "Common Stock"), and all options under the Showboat, Inc. 1992 Employee Stock Option Plan (the "Plan") were similarly cashed out or cancelled. Because all of the stock options which were granted under the Plan, and for which the related shares of Common Stock were registered on Registration Statement No. 33-47945 (the "Registration Statement"), have been exercised in full or have been cancelled in connection with the Merger, no additional shares of Common Stock registered on the Registration Statement can be purchased or otherwise issued under the Plan. As a result, the Company hereby removes from registration any and all shares of its Common Stock that were previously registered under the Registration Statement, and hereby files this Post-Effective Amendment No. 1 to effect such removal and to terminate the Registration Statement. 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, on July 20, 1998. SHOWBOAT, INC. By: /s/ E.O. ROBINSON, JR. ------------------------------------ E.O. Robinson, Jr. Senior Vice President and Secretary Pursuant to the requirements of the Securities Exchange Act of 1934, Showboat, Inc., this Post-Effective Amendment to the Registration Statement on Form S-8 has been signed as of July 20, 1998 by the following persons in the capacities indicated. /s/ PHILIP G. SATRE - ------------------------------------ Philip G. Satre Director and Chairman of the Board (Principal Executive Officer) /s/ COLIN V. REED - ------------------------------------ Colin V. Reed Director, Executive Vice President and Treasurer (Principal Financial Officer) -----END PRIVACY-ENHANCED MESSAGE-----