UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 to
Form S-8 Registration Statement No. 333-179184
Form S-8 Registration Statement No. 333-232604
UNDER
THE SECURITIES ACT OF 1933
CARBON ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 26-0818050
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1700 Broadway, Suite 1170,
Denver, Colorado 80290
(720) 407-7030
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
2011 Stock Incentive Plan
2019 Long Term Incentive Plan
(Full Titles of the Plans)
Patrick R. McDonald
Chief Executive Officer
1700 Broadway, Suite 1170,
Denver, Colorado 80290
(720) 407-7030
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
William T. Hart
Hart & Hart, LLC
1624 N Washington St.
Denver CO 80203
(303) 839-0061
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. (Check one):
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |X| Smaller reporting |X|
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 removes from registration the shares of the
common stock of Carbon Energy Corporation, a Delaware corporation (the
"Company") registered under the following Registration Statements on Form S-8
filed by the Company (the "Registration Statements") with the U.S. Securities
and Exchange Commission (the "SEC") pertaining to the registration of the Shares
offered under certain employees benefit and equity plans and agreements and
which remain unsold.
Date filed Name of Equity
Registration No. with the SEC Plan or Agreement Shares
---------------- ------------ ----------------- ------
333-179184 1/26/2012 2011 Stock Incentive Plan 12,600,000
333-232604 7/11/2019 2019 Long Term Incentive Plan 500,000
On October 27, 2020 the Company filed a Form 15 with the SEC. As a result,
the Company has terminated the offering of the Company's securities pursuant to
the Registration Statements shown above.
In accordance with undertakings made by the Company in the Registration
Statements to remove from registration, by means of a post-effective amendment,
any shares which remain unsold at the termination of the offering, the
Registration Statements are hereby amended, as appropriate, to reflect the
deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Carbon Energy
Corporation 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 the Registration Statements on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in Denver,
Colorado, on October 27, 2020.
CARBON ENERGY CORPORATION
By:/s/ Patrick R. McDonald
---------------------------
Partick R. McDonald
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 dates indicated.
/s/ Patrick R. McDonald Chief Executive Officer, October 27, 2020
----------------------- ------------------------------ -----------------
Patrick R. McDonald
/s/ Erich Kirsch Principal Financial and Accounting Officer October 27, 2020
---------------- ------------------------------------------ -----------------
Erich Kirsch
/s/ James H. Brandi Director October 27, 2020
------------------------ ------------- -----------------
James H. Brandi
/s/ John A. Bailey Director October 27, 2020
------------------------ ------------- -----------------
John A. Bailey
/s/ Peter A. Liedel Director October 27, 2020
------------------------ ------------- -----------------
Peter A. Liedel
/s/ Edwin H. Morgens Director October 27, 2020
------------------------ ------------- -----------------
Edwin H. Morgens