Registration No. 333-115998
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Orange Hospitality, Inc.
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(Exact name of Registrant as Specified in Its Governing Instruments)
78 Okner Parkway
Livingston, New Jersey 07039
(973) 597-6433
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(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Mr. Brad Honigfeld
78 Okner Parkway
Livingston, New Jersey 07039
(973) 597-6433
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(Name, Address, Including Zip Code and Telephone Number, Including Area
Code, of Agent for Service)
Copies to:
Jeffrey E. Jordan, Esq.
Arent Fox PLLC
1050 Connecticut Avenue, NW
Washington, DC 20036
(202) 857-6473
DEREGISTRATION OF SHARES
This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-11 (No. 333-115998), which was declared effective on February 1, 2005, is
being filed to deregister all of the 33,375,439 shares of Registrant's common
stock that had been registered for sale thereby. None of those shares has been
sold, and the Registrant has withdrawn the Registration Statement.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-11 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 Livingston, State of New
Jersey, on May 6, 2005.
ORANGE HOSPITALITY, INC.
By: /s/ Brad Honigfeld
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Brad Honigfeld
Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person on behalf of the
Registrant and in the capacities and on the date indicated.
Signature Capacities Date
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/s/ Brad Honigfeld Sole Director, Principal Financial May 6, 2005
------------------ Officer and Principal Accounting
Brad Honigfeld Officer