sv8pos
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. 333-150969)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALPHA NATURAL RESOURCES, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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02-0733940 |
(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.) |
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One Alpha Place |
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24212 |
P.O. Box 2345 |
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(Zip Code) |
Abingdon, Virginia
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(Address of Principal Executive Offices)
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ALPHA NATURAL RESOURCES, INC. 2005 LONG-TERM INCENTIVE PLAN
(AS AMENDED AND RESTATED)
(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:
Amy I. Pandit, Esquire
Buchanan Ingersoll & Rooney PC
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, Pennsylvania 15219-1410
(412) 562-8800
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):
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Large accelerated filer
þ |
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Accelerated filer o |
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Non-accelerated filer o (Do not check if a smaller reporting
company) |
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Smaller reporting company o |
TABLE OF CONTENTS
DEREGISTRATION OF COMMON STOCK
The Registration Statement on Form S-8 (Registration No. 333-150969) of Alpha Natural
Resources, Inc., a Delaware corporation (Alpha), pertaining to the registration of an additional
5,500,000 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, 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 May 16, 2008.
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.
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ALPHA NATURAL RESOURCES, INC.
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By: |
/s/ Vaughn R. Groves
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Vaughn R. Groves |
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Senior Vice President, Secretary and General
Counsel |
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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.
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Signature |
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Chairman of the Board and Chief Executive Officer |
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(Principal Executive Officer) |
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President and Director |
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Kevin S. Crutchfield |
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Executive Vice President and Chief Financial Officer |
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(Principal Financial Officer and Principal Accounting Officer) |
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Lead Director of the Board of Directors |
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Director |
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Director |
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Director |
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Director |
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Signature |
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Capacity |
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Director |
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Director |
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* By:
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/s/ Vaughn R. Groves
Name: Vaughn R. Groves
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Attorney-in-Fact |
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