As filed with the Securities and Exchange Commission on August 8, 2008
Registration No. 333-89993
 
 
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)
Compensation Consultant Agreement No. 1
(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):
Large accelerated filer  o Accelerated filer  þ  
Non-accelerated filer  o
(Do not check if a smaller reporting company)
Smaller reporting company  o
 
 

 


 

EXPLANATORY NOTE
     On October 29, 1999, Cash Systems, Inc. (the “Registrant”) filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-8, Registration No. 333-89993 (the “Registration Statement”), for the sale of 500,000 shares of the common stock (the “Common Stock”), par value $0.001 per share, of the Registrant under the Consultant Compensation Agreement No. 1.
     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.

2


 

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.
         
  CASH SYSTEMS, INC.
 
 
  By:   /s/ Michael Rumbolz    
    Michael Rumbolz   
    President   
 
     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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