As filed with the Securities and Exchange Commission on December 16, 2016

Registration No. 333-208802

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8 REGISTRATION STATEMENT NO. 333-208802

UNDER

THE SECURITIES ACT OF 1933

 

 

TALEN ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   47-1197305

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

835 Hamilton Street

Suite 150

Allentown, Pennsylvania 18101-1179

(888) 211-6011

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

Talen Energy 2015 Stock Incentive Plan

(Full title of plan)

 

 

 

Name, address, including zip code, and telephone

number, including area code, of agent for service:

  Copy of communications to:

Thomas G. Douglass, Jr.

General Counsel and Secretary

835 Hamilton Street

Suite 150

Allentown, Pennsylvania 18101-1179

(888) 211-6011

  E. Ramey Layne
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2500
Houston, Texas 77002
(713) 758-2222

 

 

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.

 

Large accelerated filer   ☐    Accelerated filer   ☐
Non-accelerated filer   ☒  (Do not check if a smaller reporting company)    Smaller reporting company   ☐

 

 

 

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment relates to the following Registration Statement on Form S-8 (the “Registration Statement”) filed by Talen Energy Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission:

 

  •   Registration No. 333-208802, filed on Form S-8 on December 30, 2015, pertaining to the registration of up to 700,000 shares of the Company’s common stock, $0.001 par value per share that may be purchased in open market transactions by certain employees of the Company.

On June 2, 2016, the Company, RPH Parent LLC, a Delaware limited liability company (“RPH”), SPH Parent LLC, a Delaware limited liability company (“SPH”), CRJ Parent LLC, a Delaware limited liability company (“CRJ”) (each of RPH, SPH and CRJ, a “Parent” and collectively, “Parent”), and RJS Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), entered into the Agreement and Plan of Merger, providing for the merger of the Company with and into Merger Sub (the “Merger”). The Merger closed on December 6, 2016.

As a result of the completion of the Merger, the Company has terminated all offerings of securities pursuant to the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of post-effective amendment, any of the securities that had been registered that remain unsold at the termination of such offering, the Company hereby removes from registration all of such securities registered but unsold under the Registration Statement.

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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Allentown, Commonwealth of Pennsylvania, on this 16th day of December, 2016.

 

TALEN ENERGY CORPORATION
By:   /s/ Thomas G. Douglass, Jr.
Name:   Thomas G. Douglass, Jr.
Title:   General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on December 16, 2016 by the following persons in the capacities indicated.

 

Name

  

Title

/s/ Ralph Alexander

   President, Chief Executive Officer and Director

Ralph Alexander

   (Principal Executive Officer)

/s/ Alejandro Hernandez

   Executive Vice President and Chief Financial Officer

Alejandro Hernandez

   (Principal Financial and Accounting Officer)

/s/ Carl Williams

   Director

Carl Williams

  

/s/ Michael Hoffman

   Director

Michael Hoffman

  

/s/ James Hackett

   Director

James Hackett

  
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