As filed with the Securities and Exchange Commission on May 10, 2018
Registration No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CLOUD PEAK ENERGY INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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26-3088162 |
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(State or other jurisdiction |
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(I.R.S. Employer |
505 S. Gillette Ave.
Gillette, WY 82716
(Address of principal executive offices, including zip code)
CLOUD PEAK ENERGY INC. 2009 LONG TERM INCENTIVE PLAN
(As Amended and Restated effective March 3, 2017)
(Full title of the plan)
Bryan Pechersky
Executive Vice President, General Counsel and Corporate Secretary
385 Interlocken Crescent, Suite 400
Broomfield, CO 80021
(720) 566-2900
(Name, address and telephone number of agent for service)
copy to:
Shelley A. Barber
Vinson & Elkins LLP
666 Fifth Avenue, 26th Floor
New York, NY 10103-0040
(212) 237-0022
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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Large accelerated filer |
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Accelerated filer |
x |
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Non-accelerated filer |
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(Do not check if smaller reporting company) |
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Smaller Reporting Company |
o |
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Emerging Growth Company |
o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered |
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Amount to be |
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Proposed maximum |
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Proposed maximum |
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Amount of |
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Common Stock, $0.01 par value per share (“Common Stock”) |
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4,755,000 shares |
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3.24 |
(2) |
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15,406,200.00 |
(2) |
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1,918.07 |
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such additional shares of Common Stock as may become issuable pursuant to the adjustment provisions of the Cloud Peak Energy Inc. 2009 Long Term Incentive Plan, as amended (the “Plan”).
(2) Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act. The maximum offering price per share and the maximum aggregate offering price are based on a price of $3.24 per share, which is the average of the high and low trading prices of the registrant’s Common Stock reported on the New York Stock Exchange on May 7, 2018.
EXPLANATORY NOTE
On November 23, 2009, Cloud Peak Energy Inc., a Delaware corporation (the “Registrant”), filed a Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) to register 3,400,000 shares of Common Stock for issuance pursuant to the Plan. The Registrant has since filed three Registration Statements on Form S-8 to register additional shares of Common Stock for issuance under the Plan: (1) 2,100,000 shares of Common Stock were registered on July 1, 2011; (2) 4,500,000 shares of Common Stock were registered on May 13, 2016; and (3) 5,185,592 shares of Common Stock were registered on May 11, 2017.
This Registration Statement registers an additional 4,755,000 shares of Common Stock for issuance under the Plan in connection with an amendment to the Plan which was approved by the stockholders of the Registrant on May 9, 2018.
Accordingly, and pursuant to General Instruction E to Form S-8, the contents of the Registration Statement on Form S-8 filed on each of November 23, 2009 (File No. 333-163295), July 1, 2011 (File No. 333- 175312), May 13, 2016 (File No. 333-211350), and May 11, 2017 (File No. 333-217877) are incorporated by reference herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
* Filed herewith.
Pursuant to the requirements of the Securities Act, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Gillette, the State of Wyoming, on May 10, 2018.
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Cloud Peak Energy Inc. | ||
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By: |
/s/ Colin Marshall | |
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Name: |
Colin Marshall |
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Title: |
President, Chief Executive Officer, Chief Operating Officer and Director |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated and on the 10th day of May, 2018. Each person whose signature appears below hereby appoints Colin Marshall acting alone, his or her true and lawful attorney-in-fact with full power of substitution or re-substitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments, including post-effective amendments to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities of the Registration Statement that are filed pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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Signature |
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Title |
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/s/ Colin S. Marshall |
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President, Chief Executive Officer, Chief Operating Officer and Director |
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Colin S. Marshall |
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(Principal Executive Officer) |
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/s/ Heath A. Hill |
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Executive Vice President and Chief Financial Officer |
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Heath A. Hill |
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(Principal Financial Officer) |
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/s/ Kendall K. Carbone |
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Vice President and Chief Accounting Officer |
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Kendall K. Carbone |
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(Principal Accounting Officer) |
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/s/ William T. Fox III |
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Chairman of the Board of Directors |
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William T. Fox III |
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/s/ Jeane L. Hull |
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Director |
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Jeane L. Hull |
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/s/ Steven W. Nance |
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Director |
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Steven W. Nance |
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/s/ William F. Owens |
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Director |
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William F. Owens |
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/s/ Robert C. Skaggs |
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Director |
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Robert C. Skaggs |
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