As filed with the U.S. Securities and
Exchange Commission on May 2, 2019
Registration No. 333-159217
Registration No. 333-152186
Registration No. 333-114019
Registration No. 33-84726
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-159217
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-152186
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-114019
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 33-84726
UNDER
THE SECURITIES ACT OF 1933
GAMING PARTNERS INTERNATIONAL CORPORATION
(Exact name of registrant as specified in
its charter)
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Nevada
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88-0310433
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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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3945 West Cheyenne Avenue, Suite
208
North Las Vegas, Nevada 89032
(Address, including zip code, of registrant’s
principal executive offices)
Gaming Partners International Corporation
Stock Option Agreement with Gregory S. Gronau
Gaming Partners International Corporation
1994 Directors’ Stock Option Plan
(Full title of the Plans)
Yasushi Shigeta
President, Secretary and Treasurer
Gaming Partners International Corporation
c/o Angel Holdings Godo Kaisha
8-1-5 Seikadai Seika-cho, Souraku-gun
Kyoto, 619-0238
Japan
+81-774-98-6780
(Name, address and telephone
number, including area code, of agent for service)
With a copy to:
Christine M. Pallares, Esq.
Hogan Lovells US LLP
390 Madison Avenue
New York, New York 10017
Telephone: (212) 918-3000
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.
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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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x
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Smaller reporting company
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x
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Emerging growth company
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¨
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DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments (these “Post-Effective
Amendments”), filed by Gaming Partners International Corporation, a Nevada corporation (the “Registrant”), relate
to the following Registration Statements on Form S-8 (each a “Registration Statement”, and collectively, the “Registration
Statements”) filed by the Registrant with the Securities and Exchange Commission:
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Registration Statement No. 333-159217, filed with
the Securities and Exchange Commission on May 13, 2009, which registered 150,000 shares of common stock of the Registrant, par
value $0.01 per share (the “Common Stock”), issuable under the Stock Option Agreement dated May 6, 2009, between the
Registrant and Gregory S. Gronau;
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Registration Statement No. 333-152186, filed with
the Securities and Exchange Commission on July 8, 2008, which registered 300,000 additional shares of Common Stock issuable under
the Registrant’s 1994 Directors’ Stock Option Plan, as amended (the “1994 Plan”);
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Registration Statement No. 333-114019, filed with
the Securities and Exchange Commission on March 30, 2004, which registered 75,000 additional shares of Common Stock issuable under
the 1994 Plan; and
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Registration Statement
No. 33-84726, filed with the Securities and Exchange Commission on October 4, 1994, which registered 75,000 shares of Common
Stock issuable under the 1994 Plan.
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On May 1, 2019, pursuant to that certain Agreement
and Plan of Merger, dated as of November 27, 2018 (as amended, restated, supplemented or otherwise modified prior to the date
hereof, the “Merger Agreement”), by and among the Registrant, Angel Holdings Godo Kaisha, a company
organized under the laws of Japan (“Angel”) and AGL Nevada Corporation, a Nevada corporation and wholly owned
subsidiary of Angel (“Merger Sub”), Merger Sub merged with and into the Registrant (the “Merger”),
with the Registrant continuing as the surviving entity in the Merger and as a direct wholly owned subsidiary of Angel.
In connection with and as a result of the Merger, the Registrant
has terminated all offerings of its securities pursuant to the Registration Statements and is deregistering the remaining securities
registered but unsold under the Registration Statements. In accordance with an undertaking made by the Registrant in each Registration
Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance
but remain unsold at the termination of the offering, the Registrant hereby files, pursuant to Rule 478 under the Securities Act
of 1933, as amended, these Post-Effective Amendments to the Registration Statements to remove from registration all securities
registered under each Registration Statement that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 these Post-Effective Amendments to the Registration Statements described above to be signed on
its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on this 2nd day of May, 2019.
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GAMING PARTNERS INTERNATIONAL CORPORATION
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By:
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/s/ Yasushi Shigeta
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Name:
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Yasushi Shigeta
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Title:
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President, Secretary and Treasurer
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Pursuant to the Rule 478 of the Securities Act of 1933, as amended,
no other person is required to sign these Post-Effective Amendments to the Registration Statements described above.
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