As filed with the Securities and Exchange Commission on December 22, 2004
Registration No. 333-20523
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________________
Post-effective Amendment No. 1
to
FORM S-8
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 (Primary Standard Industrial (I.R.S. Employer Identification Number)
incorporation or organization) Classification Code 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. / /
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. / /
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. / /
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. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
DEREGISTRATION OF SECURITIES
On January 28, 1997, Vail Resorts, Inc. ("Vail") filed a registration statement
on Form S-8 (No. 333-20523) (the "Registration Statement"), to register 250,000
shares of its common stock, par value $0.01 per share ("Common Stock") and an
indeterminate amount of interests in the Vail Associates, Inc. 401(k) Retirement
Plan (the "Plan"). No shares of Common Stock or interests in the Plan are
outstanding under the Registration Statement. Vail hereby deregisters all of the
shares of Common Stock and the interests in the Plan covered by the Registration
Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 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 22nd day of December, 2004.
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.
Signature Title Date
--------- ----- ----
/s/ Adam M. Aron Chairman of the Board, Chief Executive Officer December 22, 2004
- ----------------------------------- and Director (Principal Executive Officer)
Adam M. Aron
/s/ Jeffrey W. Jones Senior Vice President and Chief Financial December 22, 2004
- ----------------------------------- Officer (Principal Financial Officer)
Jeffrey W. Jones
Director
- -----------------------------------
John J. Hannan
Director
- -----------------------------------
Roland A. Hernandez
/s/ Robert A. Katz Director December 22, 2004
- -----------------------------------
Robert A. Katz
/s/ Joe R. Micheletto Director December 22, 2004
- -----------------------------------
Joe R. Micheletto
Director
- -----------------------------------
John F. Sorte
/s/ William P. Stiritz Director December 22, 2004
- -----------------------------------
William P. Stiritz
Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Vail, Colorado on the 22nd day of December, 2004.
VAIL ASSOCIATES, INC. 401(k) RETIREMENT PLAN
By: /s/ Frederick S. Smith
----------------------------------------
Name: Frederick S. Smith
Title: Vice President - Human Resources