As filed with the Securities and Exchange Commission on July 15, 2014
Registration No. 333-181237
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
PetroLogistics LP
(Exact name of registrant as specified in its charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 45-2532754 (I.R.S. Employer Identification Number) |
600 Travis Street, Suite 3250 Houston, TX 77002 (713) 255-5990 (Address of Principal Executive Offices) |
PetroLogistics Long Term Incentive Plan |
Name, Address and Telephone Number of Agent for Service:
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| Copy of Communications to:
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National Corporate Research, Ltd. 615 South DuPont Highway Dover, DE 19901 (800) 483-1140 |
| John P. Johnston Vinson & Elkins L.L.P. 666 Fifth Avenue, 26th Floor New York, NY 10103 (212) 237-0100 |
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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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the registration statement of PetroLogistics LP (the “Partnership”) on Form S-8 (File No. 333-181237) filed with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on May 8, 2012 (the “Registration Statement”), which registered 5,882,352 common units representing limited partner interests in the Partnership (“Common Units”) issuable under the PetroLogistics Long Term Incentive Plan.
On May 27, 2014, the Partnership entered into an Agreement and Plan of Merger and Membership Interest Transfer Agreement, dated as of May 27, 2014, by and among Flint Hills Resources, LLC (“Flint Hills”), FHR Propylene, LLC (“Merger Sub”), the Partnership, PetroLogistics GP LLC and Propylene Holdings LLC, pursuant to which Merger Sub will merge with and into the Partnership (the “Merger”). Upon the consummation of the Merger, the Partnership will be an indirect subsidiary of Flint Hills.
In connection with the Merger, the Partnership has terminated any and all offerings of its securities pursuant to its existing registration statements, including the Registration Statement. Accordingly, the Partnership hereby terminates the effectiveness of the Registration Statement and, in accordance with an undertaking made by the Partnership in Part II of the Registration Statement to remove from registration by means of a post-effective amendment any of the securities registered which remain unsold at the termination of the offering, removes from registration any and all Common Units registered but unsold under the Registration Statement 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 Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Houston, Texas, on this 15th day of July, 2014.
| PETROLOGISTICS LP | |
| By: PETROLOGISTICS GP LLC | |
| its general partner | |
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| By: | /s/ Sharon S. Spurlin |
| Name: | Sharon S. Spurlin |
| Title: | Senior Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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| Executive Chairman and director of PetroLogistics GP LLC (Principal Executive Officer) |
| July 15, 2014 |
David Lumpkins |
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| President and Chief Executive Officer and director of PetroLogistics GP LLC |
| July 15, 2014 |
Nathan Ticatch |
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/s/ Sharon S. Spurlin |
| Senior Vice President and Chief Financial Officer of PetroLogistics GP LLC (Principal Financial and Accounting Officer) |
| July 15, 2014 |
Sharon S. Spurlin |
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/s/ Jaime Buehl-Reichard |
| Director of PetroLogistics GP LLC |
| July 15, 2014 |
Jaime Buehl-Reichard |
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| Director of PetroLogistics GP LLC |
| July 15, 2014 |
Alan E. Goldberg |
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| Director of PetroLogistics GP LLC |
| July 15, 2014 |
Lance L. Hirt |
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| Director of PetroLogistics GP LLC |
| July 15, 2014 |
Zalmie Jacobs |
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/s/ Phillip D. Kramer |
| Director of PetroLogistics GP LLC |
| July 15, 2014 |
Phillip D. Kramer |
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| Director of PetroLogistics GP LLC |
| July 15, 2014 |
Robert D. Lindsay |
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/s/ Hallie A. Vanderhider |
| Director of PetroLogistics GP LLC |
| July 15, 2014 |
Hallie A. Vanderhider |
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| Director of PetroLogistics GP LLC |
| July 15, 2014 |
John B. Walker |
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/s/ Andrew S. Weinberg |
| Director of PetroLogistics GP LLC |
| July 15, 2014 |
Andrew S. Weinberg |
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* | By: | /s/ Sharon S. Spurlin |
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| Sharon S. Spurlin, as attorney-in-fact |
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SIGNATURE PAGE TO FORM S-8