As filed with the Securities and Exchange Commission on July 1, 2008
Registration No. 333-22529
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
EQUITABLE RESOURCES, INC.
(Exact name of Registrant as Specified in its Charter)
PENNSYLVANIA |
|
25-0464690 |
(State or other
jurisdiction of |
|
(I.R.S. Employer |
225 North Shore Drive
Pittsburgh, PA 15212-5861
(Address, including zip code, of registrants principal executive offices)
EQUITABLE RESOURCES, INC. EMPLOYEE SAVINGS AND PROTECTION PLAN
(Full Title of the Plan)
Lewis B. Gardner
Vice President and General Counsel
225 North Shore Drive
Pittsburgh, PA 15212
412-553-7760
(Name and address, including zip code and telephone number,
including area code, of agent for service)
Copy to:
Jeffrey G. Aromatorio, Esquire
Reed Smith LLP
435 Sixth Avenue
Pittsburgh, PA 15219
412-288-3364
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 o
Non-accelerated Filer o (Do not check if a smaller reporting company) Smaller reporting company o
EXPLANATORY STATEMENT
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the Securities Act) by the Registrant, the successor to Equitable Resources, Inc., a Pennsylvania corporation (Old EQT), following a merger to effect a holding company reorganization effective as of June 30, 2008. The Registrant hereby expressly adopts the Registration Statement as its own registration statement for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended, and hereby sets forth any additional information necessary to reflect any material changes made in connection with or resulting from the succession, or necessary to keep this Registration Statement from being misleading in any material respect.
Subsequent to the holding company reorganization, shares of common stock to be issued pursuant to the Equitable Resources, Inc. Employee Savings and Protection Plan (the Plan) to which this Registration Statement relates shall be shares of common stock of the Registrant, rather than shares of common stock of Old EQT. Additionally, the sponsor of the Plan shall be the Registrant rather than Old EQT. The Plan will continue to be known as the Equitable Resources, Inc. Employee Savings and Protection Plan.
The applicable registration fees were paid at the time of the original filing of this Registration Statement.
1
SIGNATURE
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on the 30th day of June, 2008.
|
Equitable Resources, Inc. |
|
|
|
|
|
|
|
|
By: |
/s/ Philip P. Conti |
|
Philip P. Conti |
|
|
Senior Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities indicated on the 30th day of June, 2008.
Name |
|
Title |
|
|
|
/s/ Murry S. Gerber |
|
Chairman and Chief Executive Officer |
Murry S. Gerber |
|
(Principal Executive Officer) |
|
|
|
/s/ Philip P. Conti |
|
Senior Vice President and Chief Financial |
Philip P. Conti |
|
Officer (Principal Financial Officer) |
|
|
|
/s/ Theresa Z. Bone |
|
Vice President and Corporate Controller |
Theresa Z. Bone |
|
(Principal Accounting Officer) |
|
|
|
* |
|
Director |
Vicky A. Bailey |
|
|
|
|
|
* |
|
Director |
Phyllis A. Domm |
|
|
|
|
|
* |
|
Director |
Barbara S. Jeremiah |
|
|
|
|
|
* |
|
Director |
George L. Miles, Jr. |
|
|
2
/s/ David L. Porges |
|
President, Chief Operating Officer and |
|
David L. Porges |
|
Director |
|
|
|
|
|
* |
|
Director |
|
James E. Rohr |
|
|
|
|
|
|
|
* |
|
Director |
|
David S. Shapira |
|
|
|
|
|
|
|
* |
|
Director |
|
Lee T. Todd, Jr. |
|
|
|
|
|
|
|
* |
|
Director |
|
James W. Whalen |
|
|
|
|
|
|
|
|
|
|
|
* By: |
/s/ Philip P. Conti |
|
|
|
Philip P. Conti |
|
|
|
Attorney-in-Fact |
|
|
Pursuant to the requirements of the Securities Act of 1933, the administrative committee of the Equitable Resources, Inc. Employee Savings and Protection Plan has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly witnessed in the City of Pittsburgh, Commonwealth of Pennsylvania on the 30th day of June, 2008.
|
Equitable Resources, Inc. Employee Savings and Protection Plan |
|
|
|
/s/ David J. Smith |
|
David J. Smith |
3