CKNN Cash Systems (MM)

As filed with the Securities and Exchange Commission on August 8, 2008

Registration No. 333-135744

 

 

UNITED STATES
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

CASH SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of		87-098535 (I.R.S. Employer
Incorporation or Organization)		Identification Number)

7350 Dean Martin Drive, Suite 309
Las Vegas, Nevada 89139
(Address of Principal Executive Offices)(ZIP Code)

2005 Equity Incentive Plan
(Full Title of Plans)

Michael Rumbolz
President
Cash Systems, Inc.
7350 Dean Martin Drive, Suite 309
Las Vegas, Nevada 89139
(702) 987-7169
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copy to:

Timothy J. Harris, Esq.
Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, CA 94304-1018
(650) 813-5600

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):

 

 

EXPLANATORY NOTE

     On July 13, 2006, Cash Systems, Inc. (the “Registrant”) filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-8, Registration No. 333-135744 (the “Registration Statement”), for the sale of 1,000,000 shares of the common stock (the “Common Stock”), par value $0.001 per share, of the Registrant under the 2005 Equity Incentive Plan.

     On August 8, pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 13, 2008, by and among the Registrant, Global Cash Access, Inc. and Card Acquisition Subsidiary, Inc., a wholly-owned subsidiary of Global Cash Access, Inc. (“Card”), Card merged with and into the Registrant, and the Registrant became a wholly-owned subsidiary of Global Cash Access, Inc (the “Merger”). As result of the Merger, the offering pursuant to the Registration Statement has been terminated, and the Registrant hereby removes from registration the Common Stock registered but unsold under the Registration Statement.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant, Cash Systems, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Amendment No. 1 to Form S-8 and has duly caused this Amendment No. 1 to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on August 8, 2008.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature		Capacity		Date
/s/ Michael Rumbolz   Michael Rumbolz		President, Secretary and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)		August 8, 2008
/s/ Scott Betts   Scott Betts		Director		August 8, 2008
/s/ George Gresham   George Gresham		Director		August 8, 2008

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