As filed with the Securities and Exchange Commission on October 9, 2020
Registration No. 333-219976
Registration No. 333-233244
Registration No. 333-235738
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT No. 1 TO
FORM S-8 REGISTRATION STATEMENT No. 333-219976
FORM S-8 REGISTRATION STATEMENT No. 333-233244
FORM S-8 REGISTRATION STATEMENT No. 333-235738
UNDER
THE SECURITIES ACT OF 1933
CHAPARRAL ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware | 73-1590941 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
701 Cedar Lake Boulevard
Oklahoma City, Oklahoma 73114
Telephone: (405) 478-8770
(Address of Principal Executive Offices, Including Zip Code)
Chaparral Energy, Inc. Management Incentive Plan
Chaparral Energy, Inc. 2019 Long-Term Incentive Plan
Inducement Equity Awards
(Full title of the plan)
Justin Byrne
Vice President and General Counsel
701 Cedar Lake Boulevard
Oklahoma City, Oklahoma 73114
Telephone: (405) 478-8770
(Name, address and telephone number, including area code, of agent for service)
With a copy to:
J. Mark Metts
Sidley Austin LLP
1000 Louisiana Street, Suite 5900
Houston, Texas 77002
Telephone: (713) 495-4500
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 | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
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. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”), filed with the Securities and Exchange Commission (the “SEC”) by Chaparral Energy, Inc. (the “Registrant”):
• | Registration Statement No. 333-219976, filed with the SEC on August 15, 2017, registering 3,388,832 shares of the Registrant’s Class A common stock, $0.01 par value per share (the “Common Stock”), under the Registrant’s Management Incentive Plan |
• | Registration Statement No. 333-233244, filed with the SEC on August 13, 2019 registering 3,529,600 shares of the Registrant’s Common Stock, under the Registrant’s 2019 Long-Term Incentive Plan |
• | Registration Statement No. 333-235738, filed with the SEC on December 27, 2019 registering 1,720,183 shares of the Registrant’s Common Stock, under the Registrant’s Inducement Equity Awards (together with the Management Incentive Plan and Long-Term Incentive Plan, the “Plans”) |
The Registrant is no longer issuing securities under any of the Plans. This Post-Effective Amendment No. 1 to the Registration Statements on Form S-8 is being filed in order to deregister all Shares that were registered under the Forms S-8 and remain unissued under the Plans.
SIGNATURES
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 Post-Effective Amendment to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Oklahoma City, State of Oklahoma on the 9th day of October 2020.
CHAPARRAL ENERGY, INC. | ||||
By: | /s/ Justin Byrne | |||
Name: Justin Byrne | ||||
Title: Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Charles Duginski | Chief Executive Officer, President and Director (Principal Executive Officer) | October 2, 2020 | ||
Charles Duginski | ||||
/s/ Stephanie Carnes | Vice President – Controller | October 5, 2020 | ||
Stephanie Carnes | ||||
/s/ Marcus Rowland | ||||
Marcus Rowland | Chairman of the Board | October 2, 2020 | ||
/s/ Douglas E. Brooks | Director | October 2, 2020 | ||
Douglas E. Brooks | ||||
/s/ Samuel Langford | Director | October 4, 2020 | ||
Samuel Langford | ||||
/s/ Mark McFarland | ||||
Mark McFarland | Director | October 4, 2020 | ||
/s/ Kenneth W. Moore | ||||
Kenneth W. Moore | Director | October 4, 2020 | ||
/s/ Gysle Shellum | ||||
Gysle Shellum | Director | October 4, 2020 |