As filed with the Securities and Exchange Commission on December 28, 2017
Registration No. 333-66698
UNITED STATES
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
_____________________________
WESTMORELAND COAL COMPANY
(Exact Name of Registrant as Specified in Its Charter)
|
| | |
| | | |
| Delaware | | 23-1128670 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
9540 South Maroon Circle, Suite 300
Englewood, CO 80112
(Address of Principal Executive Offices, including Zip Code)
Westmoreland Coal Company and Subsidiaries Employees’ Savings Plan
(Full Title of the Plan)
Jennifer S. Grafton, Esq.
Chief Legal Officer, Chief Administrative Officer and Secretary
Westmoreland Coal Company
9540 South Maroon Circle, Suite 300
Englewood, CO 80112
(303) 922-6463
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
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 Exchange Act.
|
| | | | |
| Large accelerated filer | o | | Accelerated filer | x |
| Non-accelerated filer | o | (Do not check if a smaller reporting company.) | Smaller reporting company | o |
| | | | 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
EXPLANATORY NOTE
On August 3, 2001, Westmoreland Coal Company, a Delaware corporation (the “Registrant”), filed a Registration Statement on Form S-8 (Registration No. 333-66698) (the “Registration Statement”) registering 500,000 shares of the Registrant’s common stock, par value $0.01 per share, 180,000 depository shares, each representing one-quarter of a share of Series A Convertible Exchangeable Preferred Stock, par value $1.00 per share, and an indeterminate number of plan interests issuable to participants under the Westmoreland Coal Company and Subsidiaries Employees’ Savings Plan (the “WCC Plan”).
The offering pursuant to the Registration Statement has ceased and Registrant is no longer issuing securities under the WCC Plan. In accordance with the undertakings made by the Registrant in the Registration Statement to remove from Registration Statement any securities of the Registrant which remain unsold after the termination of the offering, the Registrant is filing this Amendment in order to deregister all securities that remain unissued under the WCC Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant, Westmoreland Coal Company, a corporation organized and existing under the laws of the State of Delaware, 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 No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, Colorado, on this 28th day of December 2017.
|
| | |
| | | |
| WESTMORELAND COAL COMPANY |
| | |
| By: | | /s/ Jennifer S. Grafton |
| | | Jennifer S. Grafton Chief Legal Officer |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
| | | | |
| | | | | |
| Signature | | Title | | Date |
| | | |
/s/ Michael G. Hutchinson Michael G. Hutchinson | | Interim Chief Executive Officer and Director (Principal Executive Officer) | | December 28, 2017 |
| | | |
/s/ Gary A. Kohn Gary A. Kohn | | Chief Financial Officer (Principal Financial Officer) | | December 28, 2017 |
| | | |
/s/ Nathan M. Troup Nathan M. Troup | | Chief Accounting Officer (Principal Accounting Officer) | | December 28, 2017 |
| | | |
/s/ Terry J. Bachynski Terry J. Bachynski | | Director | | December 28, 2017 |
| | | |
/s/ Robert C. Flexon Robert C. Flexon | | Director | | December 28, 2017 |
| | | |
/s/ Gail E. Hamilton Gail E. Hamilton | | Director | | December 28, 2017 |
| | | |
/s/ Craig R. Mackus Craig R. Mackus | | Director | | December 28, 2017 |
| | | |
/s/ Jan B. Packwood Jan B. Packwood | | Director | | December 28, 2017 |
| | | |
/s/ Robert C. Scharp Robert C. Scharp | | Director | | December 28, 2017 |
| | | |
/s/ Jeffrey S. Stein Jeffrey S. Stein | | Director | | December 28, 2017 |
| | | |
/s/ Robert A. Tinstman Robert A. Tinstman | | Director | | December 28, 2017 |
