As filed with the Securities and Exchange Commission on September 2, 2016
Registration No. 333-202450
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
DIAMOND RESORTS INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter
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Delaware
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10600 West Charleston Boulevard
Las Vegas, Nevada 89135
(702) 648-8000
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46-1750895
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(State or other jurisdiction of
incorporation or organization)
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(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrants
Principal Executive Offices)
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(I.R.S. Employer
Identification No.)
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Jared T. Finkelstein, Esq.
Senior Vice President and General Counsel
Diamond Resorts International, Inc.
10600 West Charleston Boulevard
Las Vegas, Nevada 89135
(702) 684-8000
(Name,
Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copies to:
Mark
D. Wood, Esq.
Katten Muchin Rosenman LLP
525 W. Monroe Street
Chicago, Illinois 60661
(312) 902-5200
Approximate
date of commencement of proposed sale 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, 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.
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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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
x
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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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:
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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DEREGISTRATION OF SECURITIES
This post-effective amendment (this Post-Effective Amendment) relates to the Registration Statement No. 333- 202450 on Form S-3 (the
Registration Statement), registering shares of common stock, par value $0.01 per share (Common Stock), of Diamond Resorts International, Inc. (the Company), which was filed with the Securities and Exchange
Commission on March 2, 2015.
On June 29, 2016, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with
Dakota Parent, Inc., a Delaware corporation (Parent), and Dakota Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), providing for the acquisition of the Company by Parent in a
two-step all cash transaction, consisting of a tender offer (the Offer), followed by a subsequent back-end merger of Merger Sub with and into the Company (the Merger), with the Company surviving the Merger as a wholly owned
subsidiary of Parent. On July 14, 2016, Merger Sub commenced the Offer and, on September 2, 2016, the Offer was consummated and the Merger was effected.
In connection with the Merger, the Company has terminated any and all offerings of its securities pursuant to the Registration Statement. Accordingly, the
Company hereby terminates the effectiveness of the Registration Statement and, in accordance with an undertaking made by the Company in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any
securities that had been registered for issuance but remain unsold at the termination of the offering, hereby removes from registration any and all securities of the Company registered but unsold under the Registration Statement as of the effective
time of the Merger.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Diamond Resorts International, Inc., certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3, and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas,
State of Nevada, on September 2, 2016.
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Diamond Resorts International, Inc.
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By:
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/s/ Jared T. Finkelstein
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Name:
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Jared T. Finkelstein
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Title:
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Senior Vice President and General Counsel
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Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective
Amendment to the Registration Statement.
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DIAMOND RESORTS INTERNATIONAL, I (NYSE:DRII)
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