Post-effective Amendment to an S-8 Filing (s-8 Pos)
September 07 2022 - 04:44PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September
7, 2022.
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Registration No. 333-105535
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
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FORM S-8 REGISTRATION STATEMENT NO. 333-105535 |
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UNDER THE SECURITIES ACT OF 1933
Freeport-McMoRan Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
74-2480931 |
(State or other jurisdiction of incorporation or
organization) |
(I.R.S. Employer Identification No.) |
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333 North Central Avenue
Phoenix, AZ
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85004 |
(Address of Principal Executive Offices) |
(Zip Code) |
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Freeport-McMoRan Inc. 2003 Stock Incentive Plan
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(Full title of the plan)
Monique A. Cenac
Assistant General Counsel and Secretary
Freeport-McMoRan Inc.
333 North Central Avenue
Phoenix, AZ 85004
(Name and address of agent for service)
(602) 366-8100
(Telephone number, including area code, of agent for
service)
Copy to:
Kelly C. Simoneaux
Jones Walker LLP
201 St. Charles Avenue, Suite 5100
New Orleans, Louisiana 70170-5100
(504) 582-8000
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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Large accelerated filer
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☑ |
Accelerated filer |
☐ |
Non-accelerated filer
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☐ |
Smaller reporting company |
☐ |
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Emerging Growth Company |
☐ |
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ☐
EXPLANATORY NOTE
This
Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) to
the below listed Registration Statement on Form S-8 (the “Prior
Registration Statement”) of Freeport-McMoRan Inc., formerly
Freeport-McMoRan Copper & Gold Inc., (the “Registrant”) is
being filed to terminate all offerings under the Prior Registration
Statement and deregister any and all securities that remain unsold
pursuant to the Prior Registration Statement.
1.Registration
Statement on Form S-8, File No. 333-105535, filed with the
Securities and Exchange Commission on May 23, 2003, originally
registering the offer and sale of (i) 8,000,000 shares of Class B
Common Stock, par value $0.10 per share, and (ii) 8,000,000
preferred stock purchase rights, issuable pursuant to the
Freeport-McMoRan Inc. 2003 Stock Incentive Plan (the “Prior
Plan”).
DEREGISTRATION OF SECURITIES
The Registrant has terminated all offerings of securities under the
Prior Registration Statement and is no longer issuing securities
pursuant to the Prior Plan. In accordance with an undertaking made
by the Registrant in the Prior Registration Statement to remove
from registration by means of a post-effective amendment any
securities registered under the Prior Registration Statement that
remain unsold at the termination of the offerings, the Registrant
hereby removes from registration by means of this Post-Effective
Amendment any securities registered under the Prior Registration
Statement that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Prior
Registration Statement on Form S-8 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Phoenix,
State of Arizona, on September 7, 2022.
FREEPORT-MCMORAN INC.
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By: |
/s/ Douglas N. Currault II
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Douglas N. Currault II
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Senior Vice President and General Counsel
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No other person is required to sign this Post-Effective Amendment
in reliance upon Rule 478 under the Securities Act of 1933, as
amended.
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