As filed with the Securities and Exchange Commission on August 3, 2009
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-127528)

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

ALPHA NATURAL RESOURCES, INC.

(Exact name of Registrant as specified in its charter)

Delaware		02-0733940
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
One Alpha Place		24212
P.O. Box 2345		(Zip Code)
Abingdon, Virginia
(Address of Principal Executive Offices)

(Full title of the plan)

Vaughn R. Groves, Esquire
Executive Vice President, Secretary and General Counsel
Alpha Natural Resources, Inc.
One Alpha Place
P.O. Box 2345
Abingdon, Virginia 24212
(Name and address of agent for service)

(276) 619-4410
(Telephone number, including area code, of agent for service)

Copy to:

      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. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer   o (Do not check if a smaller reporting company)		Smaller reporting company o

 

 

DEREGISTRATION OF COMMON STOCK

     The Registration Statement on Form S-8 (Registration No. 333-127528) of Alpha Natural Resources, Inc., a Delaware corporation (“Alpha”), pertaining to the registration of 3,338,841 shares of common stock of Alpha, par value $0.01 per share (the “Alpha Common Stock”), under the Alpha Natural Resources, Inc. 2005 Long-Term Incentive Plan, the registration of 596,985 shares of Alpha Common Stock under the Alpha Natural Resources, Inc. 2004 Long-Term Incentive Plan (as amended and restated), and the registration of an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions, to which this Post-Effective Amendment No. 1 relates, was filed with the Securities and Exchange Commission on August 15, 2005.

     Foundation Coal Holdings, Inc., a Delaware corporation (“Foundation”), and Alpha entered into an Agreement and Plan of Merger dated as of May 11, 2009 (the “Merger Agreement”), pursuant to which, among other things, Alpha would be merged with and into Foundation, with Foundation surviving the merger as the surviving corporation (the “Surviving Corporation”), and each outstanding share of Alpha Common Stock would be automatically converted into the right to one share of common stock of the Surviving Corporation (these actions are collectively referred to as the “Merger”). The Merger became effective on July 31, 2009 (the “Effective Time”).

     As a result of the Merger, Alpha has terminated all offerings of Alpha Common Stock pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by Alpha in the Registration Statement to remove from registration, by means of a post-effective amendment, any shares of Alpha Common Stock which remain unsold at the termination of the offering, Alpha hereby removes from registration all shares of Alpha Common Stock registered under the Registration Statement which remain unsold as of the Effective Time.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Abingdon, Commonwealth of Virginia, on this 31st day of July, 2009.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 31st day of July, 2009.

Signature		Capacity
*		Chairman of the Board and Chief Executive Officer
Michael J. Quillen		(Principal Executive Officer)
/s/ Kevin S. Crutchfield		President and Director
Kevin S. Crutchfield
*		Executive Vice President and Chief Financial Officer
Eddie W. Neely		(Principal Financial Officer and Principal Accounting Officer)
*		Lead Director of the Board of Directors
E. Linn Draper, Jr.
		Director
Mary Ellen Bowers
		Director
John S. Brinzo
		Director
Hermann Buerger
*		Director
Glenn A. Eisenberg

Signature		Capacity
*		Director
John W. Fox, Jr.
		Director
Ted G. Wood

* By:		/s/ Vaughn R. Groves   Name: Vaughn R. Groves
		Attorney-in-Fact