Post-effective Amendment to an S-8 Filing (s-8 Pos)
August 12 2016 - 6:17AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 12, 2016.
Registration Nos. 333-140218
333-136443
333-70910
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
Peabody
Energy Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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13-4004153
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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701 Market Street, St. Louis, Missouri 63101-1826
(Address of Principal Executive Offices) (Zip Code)
Peabody
Investments Corp. Employee Retirement Account
and
Peabody Western UMWA 401(k) Plan
and
Big Ridge, Inc.
401(k) Profit Sharing Plan and Trust
(Full title of the plan)
A. Verona Dorch
Executive Vice President, Chief Legal Officer, Government Affairs and Corporate Secretary
Peabody Energy Corporation
701 Market Street
St.
Louis, Missouri 63101-1826
(Name and address of agent for service)
(314) 342-3400
(Telephone number, including area code, of agent for service)
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.
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Large accelerated filer
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x
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Accelerated filer
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¨
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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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¨
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EXPLANATORY NOTE
Peabody Energy Corporation, a Delaware corporation (the
Registrant
), is filing this Post-Effective Amendment
No. 1 to deregister any and all securities that remain unsold under the Companys Registration Statements on Form S-8 (Nos. 333-140218, 333-136443 and 333-70910) (the
Registration Statements
), which relate to:
(i) the Peabody Investments Corp. Employee Retirement Account; (ii) the Peabody Western UMWA 401(k) Plan; and (iii) the Big Ridge, Inc. 401(k) Profit Sharing Plan and Trust (collectively, the
Plans
).
The Registration Statements originally registered an aggregate of 3,600,000 shares (the
Shares
) of common stock of the Registrant, par value $0.01 per share, along with an indeterminate amount of interests
(collectively with the Shares, the
Securities
), to be offered and sold pursuant to the Plans.
The
Registrants common stock is no longer offered as an investment option under the Plans. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment,
any Securities that remain unsold at the termination of the offerings, the Registrant hereby removes from registration any and all Securities registered but unsold under the Registration Statements.
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 an amendment on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St.
Louis, State of Missouri, as of the 12th day of August, 2016.
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PEABODY ENERGY CORPORATION
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By:
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/s/ Amy B. Schwetz
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Name:
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Amy B. Schwetz
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Title:
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Executive Vice President and Chief Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effectively Amendment No. 1
to the Registration Statements has been signed below by or on behalf of the following persons in the capacities indicated as of the 12th day of August, 2016.
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Signature
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Title
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/s/ Glenn L. Kellow
Glenn L. Kellow
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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/s/ Amy B. Schwetz
Amy B. Schwetz
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Executive Vice President and Chief Financial Officer
(Principal Financial and Principal Accounting Officer)
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/s/ Robert A. Malone
Robert A. Malone
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Chairman of the Board and Director
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/s/ William A. Coley
William A. Coley
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Director
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/s/ William E. James
William E. James
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Director
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/s/ Robert B. Karn III
Robert B. Karn III
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Director
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/s/ Henry E. Lentz
Henry E. Lentz
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Director
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/s/ William C. Rusnack
William C. Rusnack
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Director
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/s/ Michael W. Sutherlin
Michael W. Sutherlin
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Director
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/s/ John F. Turner
John F. Turner
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Director
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/s/ Sandra A. Van Trease
Sandra A. Van Trease
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Director
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/s/ Heather A. Wilson
Heather A. Wilson
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Director
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