As filed with the Securities and Exchange Commission on April 7, 2006
Registration No. 333-109974
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CONSOL ENERGY INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1221 | 51-0337383 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Consol Plaza
1800 Washington Road
Pittsburgh, PA 15241-1421
(412) 831-4000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
P. Jerome Richey, Esq.
Vice President, General Counsel and Secretary
CONSOL Energy Inc.
Consol Plaza
1800 Washington Road
Pittsburgh, PA 15241-1421
(412) 831-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Steven L. Wasserman, Esq.
DLA Piper Rudnick Gray Cary US LLP
1251 Avenue of the Americas
New York, New York 10020
(212) 835-6000
Approximate date of commencement of proposed sale to the public: This post-effective amendment deregisters those shares of common stock that remain unsold hereunder as of the date hereof.
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. ¨
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 number of the earlier effective registration statement for the same offering. ¨
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. ¨
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. ¨
DEREGISTRATION OF SHARES
We originally registered the sale by stockholders of shares of our common stock pursuant to the prospectus dated February 28, 2005 contained in a Registration Statement on Post-Effective Amendment No. 1 on Form S-3 to Form S-1 Registration Statement (File No. 333-109974).
We are filing this post-effective amendment to deregister those shares that remain unsold under the Registration Statement as of the date hereof because our obligation to maintain the registration of those unsold shares has expired. By filing this Post-Effective Amendment No. 2 to the Registration Statement, we hereby deregister such unsold shares, as described above. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such shares.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 2 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pittsburgh, Pennsylvania on April 7, 2006.
| CONSOL ENERGY INC. | ||
| By: | /s/ J. Brett Harvey | |
| J. Brett Harvey, | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to Form S-3 Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
| /s/ J. Brett Harvey J. Brett Harvey |
President and Chief Executive Officer and Director (Principal Executive Officer) | April 7, 2006 | ||
| /s/ William J. Lyons William J. Lyons |
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | April 7, 2006 | ||
| * John Whitmire |
Chairman of the Board of Directors | April 7, 2006 | ||
| * James E. Altmeyer, Sr. |
Director | April 7, 2006 | ||
| * Raj K. Gupta |
Director | April 7, 2006 | ||
| * William E. Davis |
Director | April 7, 2006 | ||
| * Patricia A. Hammick |
Director | April 7, 2006 | ||
| /s/ David C. Hardesty, Jr. David C. Hardesty, Jr. |
Director | April 7, 2006 | ||
| /s/ John T. Mills John T. Mills |
Director | April 7, 2006 | ||
| * William P. Powell |
Director | April 7, 2006 | ||
| * Joseph T. Williams |
Director | April 7, 2006 | ||
| * By |
/s/ William J. Lyons William J. Lyons Attorney-in-fact | |