Post-effective Amendment to an S-8 Filing (s-8 Pos)
September 20 2016 - 5:06PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 20, 2016
Registration No. 333-196855
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION
STATEMENT NO. 333-196855
UNDER
THE SECURITIES ACT OF 1933
RANGE
RESOURCES LOUISIANA, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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46-4710769
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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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100 Throckmorton Street, Suite 1200
Fort Worth, Texas 76102
(817) 870-2601
(Address,
including zip code, and telephone number, including area code, of registrants principal executive offices)
MEMORIAL RESOURCE
DEVELOPMENT CORP. 2014 LONG TERM INCENTIVE PLAN
(Full title of the plan)
David S. Goldberg
Vice
President Legal, Deputy General Counsel and Assistant Secretary
Range Resources Louisiana, Inc.
100 Throckmorton Street, Suite 1200
Fort Worth, Texas 76102
(817) 870-2601
(Name,
address, including zip code, and 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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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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DEREGISTRATION OF SECURITIES
This post-effective amendment (Post-Effective Amendment) is being filed to deregister ungranted and unsold shares (the
Shares) of common stock, par value $0.01 per share (Common Stock), of Range Resources Louisiana, Inc., formerly Memorial Resource Development Corp. (the Registrant), under the Registration Statement on Form
S-8 filed by the Registrant (File
No. 333-196855)
(the Registration Statement) with the Securities and Exchange Commission pertaining to the registration of Shares offered under the
Registrants 2014 Long Term Incentive Plan.
On September 16, 2016, pursuant to the Agreement and Plan of Merger, dated as of
May 15, 2016 (the Merger Agreement), by and among Range Resources Corporation (Range), Medina Merger Sub, Inc. (Merger Sub) and the Registrant, Merger Sub merged with and into the Registrant (the
Merger), with the result that the Registrant became a direct, wholly-owned subsidiary of Range. As a result of the Merger, each issued and outstanding share of Common Stock was converted into the right to receive 0.375 of a share of
common stock of Range, par value $0.01 per share.
As a result of the transactions contemplated by the Merger Agreement, the Registrant
has terminated all offerings of its shares of Common Stock pursuant to its existing registration statements, including the Registration Statement. Accordingly, the Registrant hereby terminates the effectiveness of the Registration Statement and, in
accordance with undertakings made by the Registrant in 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, removes from registration any and all Shares that had been registered for issuance but remain ungranted and unsold under the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the
deregistration of such Shares.
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 Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on this 20
th
day of September, 2016.
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RANGE RESOURCES LOUISIANA, INC.
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By:
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/s/ Jeffrey L. Ventura
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Name: Jeffrey L. Ventura
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Title: Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has
been signed by the following persons in the capacities and on the dates indicated.
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Name
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Title
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Date
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/s/ Jeffrey L. Ventura
Jeffrey L. Ventura
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Chief Executive Officer and Director
(Principal Executive Officer)
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September 20, 2016
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/s/ Roger S. Manny
Roger S. Manny
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Chief Financial Officer and Director
(Principal Financial Officer)
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September 20, 2016
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/s/ Dori A. Ginn
Dori A. Ginn
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Senior Vice President Controller
(Principal Accounting Officer)
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September 20, 2016
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/s/ Ray N. Walker, Jr.
Ray N. Walker, Jr.
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Director
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September 20, 2016
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