As filed with the Securities and Exchange Commission on February 28, 2014
Registration No. 333-____
UNITED STATES
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)
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| Delaware | 42-1638663 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
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| One Alpha Place, P.O. Box 16429, Bristol, Virginia | 24209 |
| (Address of Principal Executive Offices) | (Zip Code) |
Alpha Natural Resources, Inc.
Amended and Restated 2012 Long-Term Incentive Plan
(Full title of the plan)
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Vaughn R. Groves, Esq. Executive Vice President, General Counsel and Corporate Secretary Alpha Natural Resources, Inc. One Alpha Place P.O. Box 16429 Bristol, Virginia 24209
(276) 619-4410
(Name and address, including zip code, and
telephone number of agent for service) | | Copy to: Amy I. Pandit, Esq. Morgan, Lewis & Bockius LLP One Oxford Centre Thirty-Second Floor 301 Grant Street Pittsburgh, PA 15219 (412) 560-3300 |
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. |
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| Large accelerated filer | ý | | Accelerated filer | ¨ |
| Non-accelerated filer | ¨ | | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered | | Amount to be
Registered | | Proposed Maximum
Offering Price Per
Share | | Proposed Maximum
Aggregate Offering
Price | | Amount of
Registration
Fee | |
| Common Stock, par value $0.01, registered under the 2010 Plan (1) | | 880,540 (2) | | N/A | | N/A | | N/A | |
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| (1) | The Amended and Restated 2012 Long-Term Incentive Plan (the “2012 Plan”) authorizes the issuance of shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Alpha Natural Resources, Inc. (the “Registrant”) represented by awards under the Registrant’s 2010 Long-Term Incentive Plan (the “2010 Plan”) |
that have expired, have been forfeited or cancelled, have lapsed, or are not settled for the full number of shares of Common Stock underlying such awards at any time after May 17, 2012 (the “Carried Forward Shares”). The Carried Forward Shares were originally registered on a Registration Statement on Form S-8 (File No. 333-166959) filed with the Securities and Exchange Commission (the “Commission”) on May 19, 2010 (the “2010 Plan Registration Statement”), and the Registrant paid the required registration fee. In accordance with Instruction E to the General Instructions to Form S-8 and other guidance promulgated by the Commission, the Registrant has carried forward the registration fee for these Carried Forward Shares. The Registrant has concurrently filed a Post-Effective Amendment No. 1 to the 2010 Plan Registration Statement deregistering the Carried Forward Shares under the 2010 Plan.
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| (2) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional shares as may hereinafter be offered to prevent dilution from stock dividends, stock splits, recapitalizations or other similar transactions. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 880,540 shares of Common Stock of the Registrant, which may be issued under the 2012 Plan. In accordance with General Instruction E to Form S-8, the Registrant hereby incorporates herein by reference the original Registration Statement on Form S-8 filed by the Registrant with respect to the 2012 Plan on May 17, 2012 (File No. 333-181478), and the Registration Statement on Form S-8 filed by the Registrant with respect to the 2012 Plan on May 22, 2013 (File No. 333-188748), in each case, together with all exhibits filed therewith or incorporated therein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
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| a) | The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the Commission on February 28, 2014;
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| b) | The Registrant's Current Reports on Form 8-K filed with the Commission on January 24, 2014 and February 24, 2014; and |
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| c) | The description of the Company's Common Stock, par value $.01 per share, contained in the Company's Registration Statement on Form 8-A (Registration No. 001-32331, filed on October 25, 2004) (which Form 8-A incorporates by reference the description of the Registrant's Common Stock contained in the Prospectus filed with the Commission, pursuant to Rule 424(b)(4), on December 10, 2004), as amended by the description of the Amended and Restated Certificate of Incorporation in Item 5.03 of the Current Report on Form 8-K filed on August 5, 2009 and the description of the amendment to the Amended and Restated Certificate of Incorporation in Item 5.03 of the Current Report on Form 8-K filed on June 1, 2011. |
All reports and other documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this Registration Statement and prior to the filing of a post-effective amendment to the Registration Statement that indicates that all securities offered by the Registration Statement have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference or deemed to be part of this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference or deemed to be part of this Registration Statement modifies or replaces such statement. Any statement contained in a document that is deemed to be incorporated by reference or deemed to be part of this Registration Statement after the most recent effective date may modify or replace existing statements contained in this Registration Statement. Any such statement so modified or replaced shall not be deemed, except as so modified or replaced, to constitute a part of this Registration Statement.
Item 8. Exhibits
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| Exhibit No. | | Description |
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| 5.1 | | Opinion of Morgan, Lewis & Bockius LLP |
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| 23.1 | | Consent of KPMG LLP |
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| 23.2 | | Consent of Morgan, Lewis & Bockius LLP (Included in Exhibit 5.1) |
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| 24.1 | | Power of Attorney (Included in the signature page to this Form S-8) |
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| 99.1 | | Alpha Natural Resources, Inc. Amended and Restated 2012 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 99.1 to the Registration Statement on Form S-8 of Alpha Natural Resources, Inc. (File No. 333-188748) filed on May 22, 2013). |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Bristol, Commonwealth of Virginia, on this 28th day of February, 2014.
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| | ALPHA NATURAL RESOURCES, INC. |
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| By: | /s/ Vaughn R. Groves |
| | Name: Vaughn R. Groves |
| | Title: Executive Vice President, General Counsel and Corporate Secretary |
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each director and officer whose signature appears below constitutes and appoints Kevin S. Crutchfield and Vaughn R. Groves, and each of them acting singly, as his or her true and lawful attorney-in-fact and agent, with full powers of substitution and re-substitution, for him or her in his or her name, place and stead, to sign in any and all capacities any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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| Signature | Title | Date |
| /s/ Kevin S. Crutchfield | Chief Executive Officer and | February 28, 2014 |
| Kevin S. Crutchfield | Chairman of the Board of Directors (Principal Executive Officer) | |
| /s/ Frank J. Wood | Executive Vice President and Chief Financial | February 28, 2014 |
| Frank J. Wood | Officer (Principal Financial Officer and Principal Accounting Officer) | |
| /s/ Angelo C. Brismitzakis | Director | February 28, 2014 |
| Angelo C. Brismitzakis | | |
/s/ William J. Crowley, Jr. | Director | February 28, 2014 |
| William J. Crowley, Jr. | | |
| /s/ E. Linn Draper, Jr. | Director | February 28, 2014 |
| E. Linn Draper, Jr. | | |
| /s/ Glenn A. Eisenberg | Director | February 28, 2014 |
| Glenn A. Eisenberg | | |
| /s/ Deborah M. Fretz | Director | February 28, 2014 |
| Deborah M. Fretz | | |
| /s/ P. Michael Giftos | Director | February 28, 2014 |
| P. Michael Giftos | | |
| | Director | February 28, 2014 |
| L. Patrick Hassey | | |
| /s/ Joel Richards, III | Director | February 28, 2014 |
| Joel Richards, III | | |
EXHIBIT INDEX
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| Exhibit No. | | Description |
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| 5.1 | | Opinion of Morgan, Lewis & Bockius LLP |
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| 23.1 | | Consent of KPMG LLP |
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| 23.2 | | Consent of Morgan, Lewis & Bockius LLP (Included in Exhibit 5.1) |
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| 24.1 | | Power of Attorney (Included in the signature page to this Form S-8) |
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| 99.1 | | Alpha Natural Resources, Inc. Amended and Restated 2012 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 99.1 to the Registration Statement on Form S-8 of Alpha Natural Resources, Inc. (File No. 333-188748) filed on May 22, 2013). |
