FX Real Estate & Entertainment Inc. - Post-Effective Amendment to Registration Statement (POS AM)
04 Junho 2008 - 5:43PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 4, 2008
Registration No. 333-149032
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
To
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FX Real Estate and Entertainment Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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7990
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36-4612924
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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650 Madison Avenue
New York, New York 10022
(212) 838-3100
(Address, including zip code, and telephone number,
including area code, of Registrants principal executive offices)
Robert F.X. Sillerman
650 Madison Avenue
New York, New York 10022
(212) 838-3100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
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Alan I. Annex, Esq.
Andrew E. Balog, Esq.
Greenberg Traurig, LLP
200 Park Avenue
New York, New York 10166
(212) 801-9200 (telephone)
(212) 801-6400 (facsimile)
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Mitchell J. Nelson, Esq.
FX Real Estate and Entertainment Inc.
650 Madison Avenue
New York, New York 10022
(212) 838-3100 (telephone)
(212) 980-4455 (facsimile)
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Approximate date of commencement of proposed sale to the public
: Not applicable.
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, check the following box.
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If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
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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 registration statement number of the
earlier effective registration statement for the same offering.
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If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
þ
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Smaller reporting company
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(Do not check if a smaller reporting company)
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TABLE OF CONTENTS
DEREGISTRATION OF SECURITIES
FX Real Estate and Entertainment Inc. (the Registrant) previously registered up to 9,871,674
shares of its common stock pursuant to the Registration Statement on Form S-1 (Registration No.
333-149032), filed with the Securities and Exchange Commission (the Commission) on February 4,
2008, as amended by Amendment No. 1 thereto, filed with the Commission on March 4, 2008 (as so
amended, the Registration Statement). The Registration Statement, which was declared effective
by the Commission on March 6, 2008, related to the Registrants distribution to certain of its
stockholders of transferable subscription rights to purchase shares of the Registrants common
stock (the Rights Offering). In the Rights Offering, the Registrant distributed to its
stockholders who owned, in the aggregate 19,743,349 shares of its common stock, as of March 6, 2008
transferable subscription rights to purchase one share of common stock for every two shares of
common stock owned as of that date at a cash subscription price of $10.00 per share. The Rights
Offering expired at 5:00 p.m., New York City time, on April 18, 2008. The Registrant sold
4,902,561 shares of its common stock in the Rights Offering. In accordance with the undertaking
contained in the Registration Statement pursuant to Item 512(a)(3) of Regulation S-K, the
Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to
deregister the 4,969,113 shares of common stock not sold in the Rights Offering. The Registrant
subsequently sold the aforementioned shares being deregistered for $10.00 per share to Robert F.X.
Sillerman and The Huff Alternative Fund, L.P. and The Huff Alternative Parallel Fund, L.P. pursuant
to and in accordance with the terms of the parties investment agreements as disclosed in the
Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused
this Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on
June 4, 2008.
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FX REAL ESTATE AND ENTERTAINMENT INC.
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By:
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/s/ Robert F.X. Sillerman
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Robert F.X. Sillerman
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Chairman and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.
1 to the Registration Statement on Form S-1 has been signed below by the following persons in the
capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/Robert F.X. Sillerman
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Chairman and Chief Executive Officer
(Principal Executive Officer)
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June 4, 2008
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*
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President and Director
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June 4, 2008
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Chief Operating Officer and Director
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June 4, 2008
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*
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Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
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June 4, 2008
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*
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Director
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June 4, 2008
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Director
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June 4, 2008
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Director
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June 4, 2008
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Director
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June 4, 2008
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*By:
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/s/ Robert F.X. Sillerman
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Robert F.X. Sillerman
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Attorney-in-Fact
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3
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