As filed with the Securities and Exchange Commission on February 21, 2018
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO.333-217764
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO.333-212403
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT NO.333-211094
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT NO.333-203877
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT NO.333-164624
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT NO.333-163883
UNDER
THE SECURITIES ACT OF 1933
Cobalt International Energy, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Cobalt International Energy, Inc. Second Amended and RestatedNon-Employee Directors Compensation Plan
Inducement Restricted Stock Award
Cobalt International Energy, Inc. Amended and RestatedNon-Employee Directors Compensation Plan
Cobalt International Energy, Inc. 2015 Long Term Incentive Plan
Cobalt International Energy, Inc.Non-Employee Directors Compensation Plan
Cobalt International Energy, Inc.Non-Employee Directors Deferral Plan
Cobalt International Energy, Inc. Long Term Incentive Plan
Cobalt International Energy, L.P. Deferred Compensation Plan
(Full title of the plans)
| Delaware | 27-0821169 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
920 Memorial City Way, Suite 100 Houston, Texas 77024 (713)579-9100 | Jeffrey A. Starzec Executive Vice President and General Counsel 920 Memorial City Way, Suite 100 Houston, Texas 77024 (713)579-9100 | |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | (Name, address, including zip code, 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, anon-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | 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 filed by Cobalt International Energy, Inc., a Delaware corporation (the “Company”), deregisters all shares of common stock, par value $0.01, of the Company (the “Common Stock”) remaining unissued under the following Registration Statements on FormS-8 (the “Registration Statements”) filed by the Company with the Securities and Exchange Commission:
| • | Registration Statement on FormS-8 (No.333-217764), filed on May 8, 2017, registering 3,000,000 shares of Common Stock under the Cobalt International Energy, Inc. Second Amended and RestatedNon-Employee Directors Compensation Plan. |
| • | Registration Statement on FormS-8 (No.333-212403), filed on July 5, 2016, registering 2,985,074 shares of Common Stock under the Inducement Restricted Stock Award. |
| • | Registration Statement on FormS-8 (No.333-211094), filed on May 3, 2016, registering 1,000,000 shares of Common Stock under the Cobalt International Energy, Inc. Amended and RestatedNon-Employee Directors Compensation Plan. |
| • | Registration Statement on FormS-8 (No.333-203877), filed on May 5, 2015, registering 12,000,000 shares of Common Stock under the Cobalt International Energy, Inc. 2015 Long Term Incentive Plan. |
| • | Registration Statement on FormS-8 (No.333-164624), filed on February 1, 2010, registering an aggregate of 750,000 shares of Common Stock under the Cobalt International Energy, Inc.Non-Employee Directors Compensation Plan and the Cobalt International Energy, Inc.Non-Employee Directors Deferral Plan. |
| • | Registration Statement on Form S-8 (No.333-163883), filed on December 21, 2009, registering an aggregate of 19,549,279 shares of Common Stock under the Cobalt International Energy, Inc. Long Term Incentive Plan and the Cobalt International Energy, L.P. Deferred Compensation Plan. |
As previously disclosed, on December 14, 2017, the Company and certain of its affiliates filed voluntary petitions for relief (and the cases commenced thereby, the “Chapter 11 Cases”) under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. The Chapter 11 Cases are being administered jointly under the captionIn re Cobalt International Energy, Inc., et al., CaseNo. 17-36709.
As a result of the Chapter 11 Cases, the Company has terminated all offerings of securities pursuant to the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, the Company hereby removes from registration by means of this Post-Effective Amendment No. 1 all of such securities registered but unsold under the Registration Statements. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities and the Company hereby terminates the effectiveness of 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 onForm S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements onForm S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas on February 21, 2018 .
| COBALT INTERNATIONAL ENERGY, INC. | ||
| By: | /s/ DAVID D. POWELL | |
| Name: David D. Powell | ||
| Title: Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statements onForm S-8 has been signed below by the following persons in the capacities and on the dates indicated below.
/s/ TIMOTHY J. CUTT Timothy J. Cutt | Chief Executive Officer and Director (Principal Executive Officer) | February 21, 2018 | ||
/s/ DAVID D. POWELL David D. Powell | Chief Financial Officer (Principal Financial and Principal Accounting Officer) | February 21, 2018 | ||
/s/ WILLIAM P. UTT William P. Utt | Chairman of the Board of Directors | February 21, 2018 | ||
/s/ JACK E. GOLDEN Jack E. Golden | Director | February 21, 2018 | ||
/s/ JOHN E. HAGALE John E. Hagale | Director | February 21, 2018 | ||
/s/ PAUL KEGLEVIC Paul Keglevic | Director | February 21, 2018 | ||
/s/ JON A. MARSHALL Jon A. Marshall | Director | February 21, 2018 | ||
/s/ KENNETH W. MOORE Kenneth W. Moore | Director | February 21, 2018 | ||
/s/ MYLES W. SCOGGINS Myles W. Scoggins | Director | February 21, 2018 | ||
/s/ D. JEFF VAN STEENBERGEN D. Jeff van Steenbergen | Director | February 21, 2018 | ||
