As filed with the Securities and Exchange Commission on August 4, 2009
Registration No. 333-126045
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SUNCOR ENERGY INC.
(formerly PETRO-CANADA)
(Exact name of registrant as specified in its charter)
Canada |
| 98-0343201 |
(State or other jurisdiction of organization) |
| (IRS Employer Identification Number) |
112 - 4th Avenue S.W.
Box 38
Calgary, Alberta
Canada T2P 2V5
(403) 269-8100
(Address of Principal Executive Offices including Zip Code)
Petro-Canada Employee Stock Option Plan
(Full title of the Plan)
CT Corporation System
111 Eighth Avenue
New York, NY 10011
(212) 894-8940
(Name and address of agent for service)
Copies To:
Terrence J. Hopwood | Adam M. Givertz |
Senior Vice President and General Counsel | Shearman & Sterling LLP |
Suncor Energy Inc. | Commerce Court West |
112 - 4th Avenue S.W. | Suite 4405, P.O. Box 247 |
Box 38 | Toronto, Ontario M5L 1E8 |
Calgary, Alberta | (416) 360-8484 |
Canada T2P 2V5 |
|
(403) 269-8100 |
|
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. (Check one):
Large accelerated filer x |
| Accelerated filer £ |
|
|
|
Non-accelerated filer o |
| Smaller reporting company £ |
(Do not check if a smaller reporting company) |
|
|
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
On June 22, 2005, Petro-Canada, a Canadian corporation, filed with the Securities and Exchange Commission a registration statement on Form S-8, Registration No. 333-126045 (the “Registration Statement”), registering for issuance 28,500,000 common shares of Petro-Canada, issuable pursuant to the Petro-Canada Employee Stock Option Plan.
On August 1, 2009, pursuant to a plan of arrangement approved by the Court of Queen’s Bench of Alberta on June 5, 2009, Suncor Energy Inc., a Canadian corporation (the “Registrant”), and Petro-Canada, a Canadian corporation, amalgamated. This post-effective amendment no. 1 is being filed to remove from registration the remaining unissued common shares of Petro-Canada registered under this Registration Statement.
2
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 No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, in the province of Alberta, on August 4, 2009.
| SUNCOR ENERGY INC. | ||
|
| ||
|
| ||
| By: | /s/ Arlene Strom | |
| Name: | Arlene Strom | |
| Title: | Assistant Corporate Secretary | |
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
| Title |
| Date |
|
|
|
|
|
/s/ Richard L. George |
| President and Chief Executive |
| August 4, 2009 |
Richard L. George |
| Officer and Director |
|
|
|
|
|
|
|
/s/ Bart Demosky |
| Chief Financial Officer |
| August 4, 2009 |
Bart Demosky |
| (Principal Financial and Accounting Officer) |
|
|
|
|
|
|
|
/s/ John T. Ferguson |
| Chairman |
| August 4, 2009 |
John T. Ferguson |
|
|
|
|
|
|
|
|
|
/s/ Mel E. Benson |
| Director |
| August 4, 2009 |
Mel E. Benson |
|
|
|
|
|
|
|
|
|
/s/ W. Douglas Ford |
| Director |
| August 4, 2009 |
W. Douglas Ford |
|
|
|
|
|
|
|
|
|
/s/ John R. Huff |
| Director |
| August 4, 2009 |
John R. Huff |
|
|
|
|
|
|
|
|
|
/s/ Michael W. O’Brien |
| Director |
| August 4, 2009 |
Michael W. O’Brien |
|
|
|
|
|
|
|
|
|
/s/ Eira M. Thomas |
| Director |
| August 4, 2009 |
Eira M. Thomas |
|
|
|
|
4
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act, the authorized representative of Suncor Energy Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, solely in its capacity as the duly authorized representative of the registrant in the United States on August 4, 2009.
| SUNCOR ENERGY (USA) INC. | |
| Authorized Representative in the United States | |
|
| |
|
| |
| By: | /s/ Janice B. Odegaard |
| Name: Janice B. Odegaard | |
| Title: Assistant Secretary | |
5
