As filed with the Securities and Exchange Commission on June 9, 2014
Registration Nos. 333-33345, 333-64231, 333-53714, 333-62862, 333-104360, 333-126425, 333-126427, 333-134386, 333-151806, 333-186498
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2 to Form S-8 Registration No. 333-33345
Post-Effective Amendment No. 2 to Form S-8 Registration No. 333-64231
Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-53714
Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-62862
Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-104360
Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-126425
Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-126427
Post-Effective Amendment No. 2 to Form S-8 Registration No. 333-134386
Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-151806
Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-186498
ON
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOONER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 73-1565725 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
Sooner Holdings, Inc.
5416 South Yale Avenue, Suite 400
Tulsa, Oklahoma 74135
(Address, including zip code, of registrant’s principal executive offices)
Syntroleum Corporation 1993 Stock Option and Incentive Plan
Syntroleum Corporation Stock Option Plan for Outside Directors
Syntroleum Corporation Director Stock Options
Syntroleum Corporation Consultant Stock Option
Syntroleum Corporation Stock Options
Syntroleum Corporation Consultant Common Stock Warrants
Syntroleum Corporation 2005 Stock Incentive Plan
Syntroleum Corporation 401(k) Plan
(Full title of the plans)
Karen L. Power
Chief Executive Officer
Sooner Holdings, Inc.
5416 South Yale Avenue, Suite 400
Tulsa, Oklahoma 74135
(918) 592-7900
(Name, address, and telephone number, including area code, of agent for service)
with a copy to:
Paul D. Broude, Esq.
Richard C. Segal, Esq.
Foley & Lardner LLP
111 Huntington Avenue
Boston, Massachusetts 02199
(617) 342-4000
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 | | ¨ | | Accelerated filer | | x |
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| Non-accelerated filer | | ¨ (Do not check if a smaller reporting company) | | Smaller Reporting Company | | ¨ |
Termination of Registration
Registration Statements Nos. 333-33345, 333-64231, 333-53714, 333-62862, 333-104360, 333-126425, 333-126427,333-134386, 333-151806, and 333-186498 on Form S-8 (as amended to date, the “Registration Statements”) registered shares of common stock, par value $.01 per share (the “Common Stock”), of Sooner Holdings, Inc., a Delaware corporation (the “Company”), issuable by the Company pursuant to the Syntroleum Corporation 1993 Stock Option and Incentive Plan, Syntroleum Corporation Stock Option Plan for Outside Directors, Syntroleum Corporation Director Stock Options, Syntroleum Corporation Consultant Stock Option, Syntroleum Corporation Stock Options, Syntroleum Corporation Consultant Common Stock Warrants, Syntroleum Corporation 2005 Stock Incentive Plan, and Syntroleum Corporation 401(k) Plan (the “Plans”).
The Company has terminated all offerings of its securities pursuant to the Registration Statements. In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that remain unsold at the termination of the offerings thereunder, the Company hereby removes from registration all shares of Common Stock registered but not sold under the Registration Statements.
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 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 Tulsa, State of Oklahoma, on June 9, 2014.
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| SOONER HOLDINGS, INC. |
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| By: | | /s/ Karen L. Power |
| Name: | | Karen L. Power |
| Title: | | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the indicated capacities on June 9, 2014.
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Signature | | Title | | |
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/s/ Karen L. Power Karen L. Power | | Chief Executive Officer and Principal Financial Officer (Principal Executive Officer) | | |
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/s/ Robert B. Rosene Robert B. Rosene | | Chairman of the Board of Directors | | |
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/s/ Alvin R. Albe, Jr. Alvin R. Albe, Jr. | | Director | | |
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/s/ Frank M. Bumstead Frank M. Bumstead | | Director | | |
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/s/ P. Anthony Jacobs P. Anthony Jacobs | | Director | | |
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/s/ James R. Seward James R. Seward | | Director | | |
