Registration
No. 333-119687
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
_______________________
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
VAIL
RESORTS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
7990
|
51-0291762
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Primary
Standard Industrial
Classification
Code Number)
|
(I.R.S.
Employer Identification Number)
|
_______________________
Post
Office Box 7
Vail,
Colorado 81658
(970)
845-2500
(Address,
including zip code, and telephone number, including
area
code, of registrant’s principal executive offices)
_______________________
Martha
D. Rehm, Esq.
Senior
Vice President and General Counsel
Vail
Resorts, Inc.
Post
Office Box 7
Vail,
Colorado 81658
(970)
845-2500
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
_______________________
Copy
to:
James
J. Clark, Esq.
Luis
R. Penalver, Esq.
Cahill
Gordon & Reindel llp
80
Pine Street
New
York, New York 10005
(212)
701-3000
_______________________
Approximate
date of commencement of proposed issuance of the securities to the public:
Not
Applicable.
If
the
only securities
being registered on this Form are being offered pursuant to dividend or interest
reinvestment plans, please check the following box. r
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, as
amended (the “Securities Act”), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. r
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. r
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. r
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box. r
DEREGISTRATION
OF SECURITIES
On
October 12, 2004, Vail Resorts, Inc. (“Vail”) filed a registration statement on
Form S-3 (No. 333-119687), as amended by amendment No. 1 on November 22, 2004
and amendment No. 2 on December 2, 2004, and filed a 424(b) prospectus on
December 8, 2004 (collectively, the “Registration Statement”), to register
1,646,670 shares of its common stock, par value $0.01 per share (“Common
Stock”).
Vail’s
obligation to keep the Registration Statement effective has expired. Therefore,
this Post-Effective Amendment No. 1 to the Registration Statement is being
filed
to deregister,
as of
the effectiveness of this post-effective amendment, all shares of Common Stock
that were not sold under the Registration Statement.
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 to
be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of New York, State of New York, on the 30th day of November, 2005.
VAIL
RESORTS, INC.
By:
/s/
JEFFREY W. JONES
Name:
Jeffrey W.
Jones
Title:
Chief
Financial Officer and
Senior
Vice
President
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment
No. 1 to the Registration Statement has been signed 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/ADAM
M. ARON
|
Chairman
of the Board, Chief Executive Officer
|
November
30, 2005
|
|
Adam
M. Aron
|
and
Director (Principal Executive Officer)
|
|
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/S/JEFFREY
W. JONES
|
Senior
Vice President and Chief Financial
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November
30, 2005
|
|
Jeffrey
W. Jones
|
Officer
(Principal Financial Officer)
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/S/JOHN
J. HANNAN*
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Director
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November
30, 2005
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|
John
J. Hannan
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||
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/S/ROLAND
A. HERNANDEZ*
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Director
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November
30, 2005
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Roland
A. Hernandez
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||
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/S/ROBERT
A. KATZ*
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Director
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November
30, 2005
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|
Robert
A. Katz
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||
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/S/JOE
R. MICHELETTO*
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Director
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November
30, 2005
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|
Joe
R. Micheletto
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||
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/S/JOHN
F. SORTE*
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Director
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November
30, 2005
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|
John
F. Sorte
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||
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/S/WILLIAM
P. STIRITZ*
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Director
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November
30, 2005
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William
P. Stiritz
|
||
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/S/JEFFREY
W. JONES
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Attorney-in-Fact
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November
30, 2005
|
|
Jeffrey
W. Jones
|
* By
Attorney-in-Fact