Post-effective Amendment to an S-8 Filing (s-8 Pos)
July 02 2015 - 12:08PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 2, 2015
Registration No. 333-137418
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
ALAMOS GOLD INC.
(Exact
name of registrant as specified in charter)
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Ontario, Canada |
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N/A |
(State or other jurisdiction of
incorporation) |
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(IRS Employer
Identification No.) |
2200-130 Adelaide Street West
Toronto, Ontario, Canada, M5H 3P5
(416) 368-9932
(Address,
including zip code, and telephone number, including area code, of principal executive offices)
Alamos Gold Inc. 2003 Stock Option
Plan
(the 2003 Option Plan)
Stock Option Agreement dated January
30, 2003 between Alamos Minerals Ltd.
and John McCluskey
Stock
Option Agreements dated July 22,
2002 between Alamos Minerals Ltd.
and each of John McCluskey and Sharon
Fleming
Stock Option
Agreements dated June 3,
2002 between Alamos Minerals Ltd.
and each of John McCluskey and
Leonard Harris
(collectively the Stock Option
Agreements)
(Full
title of the Plan)
Torys LLP
Attn: Mile T. Kurta
1114
Avenue of the Americas
New York, NY 10036
(212) 880-6000
(Name,
address, 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 (Check one):
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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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¨ |
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 relates to the following Registration Statement on Form S-8 (File No. 333-137418) (the
Registration Statement) of Alamos Gold Inc. (Alamos):
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Registration Statement No. 333-137418 pertaining to the registration of options and common shares to be issued pursuant to the exercise of options or rights granted under the Alamos Gold Inc. 2003 Stock Option
Plan, as amended (the 2003 Option Plan), and the Stock Option Agreement dated January 30, 2003 between Alamos Minerals Ltd. and John McCluskey, the Stock Option Agreements dated July 22, 2002 between Alamos Minerals Ltd. and
each of John McCluskey and Sharon Fleming and the Stock Option Agreements dated June 3, 2002 between Alamos Minerals Ltd. and each of John McCluskey and Leonard Harris (collectively, the Option Agreements) entered into between the
Registrant and certain directors and officers of the Registrant. This Registration Statement registers a total of 5,072,851 common shares to be issued pursuant to the exercise of outstanding options or rights granted under the 2003 Option Plan or
Option Agreements or options available to be granted to employees, directors, officers and consultants, under the 2003 Option Plan. |
On July 2, 2015, Alamos and AuRico Gold Inc. amalgamated by way of statutory arrangement (the Arrangement) under the Business
Corporations Act (Ontario) (OBCA). All of the common shares of Alamos prior to such date were exchanged for Class A Shares of the amalgamated entity, which will operate under the name Alamos Gold Inc.
As a result of the Arrangement, Alamos has terminated the offering of its common shares pursuant to the Registration Statement. In accordance
with undertakings made by Alamos in the Registration Statement to remove from registration, by means of post-effective amendments, any of its common shares that remain unsold at the termination of the offering, Alamos hereby removes from
registration, by means of this post-effective amendment, any and all securities registered but unsold under this Registration Statement as of the date hereof.
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 New York, State of New York, on July 2, 2015.
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ALAMOS GOLD INC.. |
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By: |
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/s/ James R. Porter |
Name: |
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James R. Porter |
Title: |
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Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following
persons on behalf of the Registrant in the capacities indicated and on the dates indicated.
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Principal Executive Officer: |
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By: |
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/s/ John McLuskey |
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Name: |
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John McLuskey |
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Title: |
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President and Chief Financial Officer |
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Date: |
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July 2, 2015 |
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Principal Financial and Accounting Officer: |
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By: |
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/s/ James R. Porter |
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Name: |
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James R. Porter |
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Title: |
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Chief Financial Officer |
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Date: |
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July 2, 2015 |
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Directors: |
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By: |
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/s/ Alan Edwards |
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Name: |
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Alan Edwards |
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Date: |
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July 2, 2015 |
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By: |
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/s/ Mark Daniel |
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Name: |
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Mark Daniel |
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Date: |
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July 2, 2015 |
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By: |
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/s/ Patrick Downey |
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Name: |
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Patrick Downey |
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Date: |
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July 2, 2015 |
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By: |
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/s/ David Fleck |
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Name: |
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David Fleck |
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Date: |
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July 2, 2015 |
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By: |
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/s/ David Gower |
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Name: |
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David Gower |
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Date: |
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July 2, 2015 |
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By: |
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/s/ John McLuskey |
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Name: |
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John McLuskey |
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Date: |
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July 2, 2015 |
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By: |
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/s/ Paul Murphy |
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Name: |
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Paul Murphy |
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Date: |
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July 2, 2015 |
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By: |
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/s/ Scott Perry |
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Name: |
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Scott Perry |
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Date: |
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July 2, 2015 |
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By: |
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/s/ Ronald Smith |
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Name: |
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Ronald Smith |
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Date: |
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July 2, 2015 |
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By: |
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/s/ Kenneth Stowe |
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Name: |
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Kenneth Stowe |
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Date: |
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July 2, 2015 |
Authorized Representative in the United States:
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/s/ James R. Porter |
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Name: |
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James R. Porter |
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Title: |
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Chief Financial Officer |
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Date: |
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July 2, 2015 |
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