Post-effective Amendment to an S-8 Filing (s-8 Pos)
October 21 2014 - 4:24PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October 21, 2014
Registration No. 333-167236
UNITED STATES
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
EQUAL ENERGY LTD.
(Exact name of Registrant as specified in its charter)
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Delaware |
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98-0533758 |
(State or other jurisdiction of
incorporation or organization) |
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(IRS Employer
Identification No.) |
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15 West 6th Street, Suite 1100, Tulsa, OK |
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74119 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Equal Energy Ltd. Stock Option Plan (2010)
and
Equal Energy Ltd.
Restricted Share and Performance Share Incentive Plan (2010)
(Full title of the plan)
Louis G. Schott
Secretary and Treasurer
15 West 6th Street; Suite 1100
Tulsa, OK 74119
(Name and
address of agent for service)
(918) 392-4793
(Telephone number, including area code, of agent for service)
COPY TO:
R.
Scott Falk, P.C.
Kirkland & Ellis LLP
300 North LaSalle
Chicago, IL 60654
(312)
862-2000
Indicate by check mark whether the registrant is a large accelerated filed, 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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Large accelerated filer |
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Accelerated filer |
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x |
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Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment filed by Equal Energy Ltd., a Delaware corporation (Equal or the Company), shall remove
from registration all common shares, no par value, of the Company, registered under the Registration Statement on Form S-8 (No. 333-167236), filed with the U.S. Securities and Exchange Commission (the Commission) on June 1, 2010,
pertaining to the registration of 1,590,252 common shares issuable pursuant to the Equal Energy Ltd. Stock Option Plan (2010) and 600,000 common shares issuable pursuant to the Equal Energy Ltd. Restricted Share and Performance Share Incentive Plan
(2010).
On December 6, 2013, the Company entered into an arrangement agreement (the Arrangement Agreement) with Petroflow
Energy Corporation (Petroflow) and Petroflow Canada Acquisition Corp., a wholly-owned subsidiary of Petroflow (Petroflow Sub), providing for, among other things, Petroflow Sub to acquire all of the issued and outstanding
common shares of the Company (the Arrangement). The Arrangement was completed on July 31, 2014.
As a result of the
Arrangement, the Company has terminated any and all offerings of its securities pursuant to its existing Registration Statement on Form S-8 (No. 333-167236). In accordance with the undertakings made by the Company in Part II of the Registration
Statement 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 Company hereby removes from registration any and all
securities of the Company registered but unsold under the Registration Statement as of the Effective Time.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, 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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Tulsa, State of Oklahoma, on October 21, 2014.
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Equal Energy Ltd. |
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By: |
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/s/ Louis G. Schott |
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Name: Louis G. Schott |
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Title: Secretary and Treasurer |
Note: No other person is required to sign this Post-Effective Amendment to the Registration Statement,
in reliance upon Rule 478 under the U.S. Securities Act of 1933, as amended.
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