As filed with the Securities and Exchange Commission on August 2, 2019
RegistrationNo. 333-218745
RegistrationNo. 333-217674
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMS-8
REGISTRATION STATEMENT NO.333-218745
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMS-8
REGISTRATION STATEMENT NO.333-217674
UNDER
THE SECURITIES ACT OF 1933
AMPLIFY ENERGY CORP.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 82-1326219 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
500 Dallas Street, Suite 1700 Houston, Texas | 77002 | |
| (Address of Principal Executive Offices) | (Zip Code) |
AMPLIFY ENERGY CORP. 2017NON-EMPLOYEE DIRECTORS COMPENSATION PLAN
AMPLIFY ENERGY CORP. MANAGEMENT INCENTIVE PLAN
(Full Title of the Plans)
Eric M. Willis
Vice President and General Counsel
Amplify Energy Corp.
500 Dallas Street, Suite 1700
Houston, Texas 77002
(Name and Address of Agent For Service)
(713)490-8900
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Matthew R. Pacey, P.C.
Brooks W. Antweil
Kirkland & Ellis LLP
609 Main Street, 47th Floor
Houston, Texas 77002
(713)836-3600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-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
These Post-Effective Amendments (these “Post-Effective Amendments”) are being filed by Amplify Energy Corp. (“Amplify” or the “Registrant”), to deregister all shares of the Registrant’s common stock, par value $0.0001 per share (the “Common Stock”), unsold under the following Registration Statements on FormS-8 (collectively, the “Registration Statements”) filed by the Registrant with the Securities and Exchange Commission:
| • | Registration Statement on FormS-8 (FileNo. 333-218745), filed on June 14, 2017, registering 200,000 shares of Common Stock under the Amplify Energy Corp. 2017Non-Employee Directors Compensation Plan; and |
| • | Registration Statement on FormS-8 (FileNo. 333-217674), filed on May 4, 2017, registering 2,322,404 shares of Common Stock under the Amplify Energy Corp. Management Incentive Plan. |
On May 5, 2019, the Registrant, Midstates Petroleum Company, Inc. (“Midstates”) and Midstates Holdings, Inc., a wholly owned subsidiary of Midstates (“Merger Sub”), entered into an Agreement and Plan of Merger, pursuant to which (i) Merger Sub will merge with and into the Registrant, with the Registrant surviving the merger as a wholly owned subsidiary of Midstates (the “First Merger”) and (ii) immediately thereafter, as part of the same transaction, the Registrant will merge with and into Alpha Mike Holdings, LLC, a wholly owned subsidiary of Midstates, with Alpha Mike Holdings, LLC continuing as the surviving entity, whose name at the effective time of the Merger will change to “Amplify Energy Holdings LLC” (together with the First Merger the “Merger”). The Merger was approved by the stockholders of each of Midstates and Amplify on August 2, 2019 at the Midstates annual meeting and the Amplify special meeting, respectively. The Merger is expected to close on August 6, 2019. Following completion of the Merger, the combined company will be renamed Amplify Energy Corp. and will be headquartered in Houston, Texas. The combined company will trade on the New York Stock Exchange under the ticker symbol “AMPY.”
As a result of the Merger and transactions related thereto, the Registrant has terminated any and all offerings of the Registrant’s securities pursuant to the Registration Statements. Accordingly, the Registrant hereby terminates the effectiveness of the Registration Statements, and, in accordance with an undertaking made by the Registrant in Item 9 of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, the Registrant hereby removes from registration any and all securities registered but which remain unsold under the Registration Statements as of the date hereof.
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 FormS-8 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on August 2, 2019.
| AMPLIFY ENERGY CORP. | ||
| By: | Amplify Energy Corp. | |
| By: | /s/ Kenneth Mariani | |
| Name: | Kenneth Mariani | |
| Title: | President and Chief Executive Officer | |
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 date indicated.
Signature | Title | Date | ||
| /s/ Kenneth Mariani | President and Chief Executive Officer | August 2, 2019 | ||
| Kenneth Mariani | ||||
| /s/ Martyn Willsher | Senior Vice President and Chief Financial Officer | August 2, 2019 | ||
| Martyn Willsher | ||||
| /s/ David M. Dunn | Director | August 2, 2019 | ||
| David M. Dunn | ||||
| /s/ Christopher W. Hamm | Director | August 2, 2019 | ||
| Christopher W. Hamm | ||||
| /s/ Scott L. Hoffman | Director | August 2, 2019 | ||
| Scott L. Hoffman | ||||
| /s/ Evan S. Lederman | Director | August 2, 2019 | ||
| Evan S. Lederman | ||||
| /s/ David H. Proman | Director and Chairman | August 2, 2019 | ||
| David H. Proman | ||||
| /s/ Edward A. Scoggins, Jr. | Director | August 2, 2019 | ||
| Edward A. Scoggins, Jr. | ||||
