As filed with the Securities and Exchange Commission on July 2, 2015

Registration No. 333-175079

 

 

 

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

 

 

AURICO GOLD INC.

(Exact name of registrant as specified in its charter)

 

 

 

Ontario, Canada   None

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

110 Yonge Street, Suite 1601

Toronto, ON M5C 1T4

  N/A
(Address of Principal Executive Offices)   (Zip Code)

 

 

Stock Option Plan as Amended and Restated on December 10

2010 Employee Share Purchase Plan

(Full title of the plans)

 

 

DL Services, Inc.

Columbia Center

701 5th Avenue, Suite 6100

Seattle, Washington 98104

(206) 903-8800

(Name, address and telephone number, including area code, of agent for service)

 

 

Copy to:

Christopher J. Cummings

Paul, Weiss, Rifkind, Wharton & Garrison LLP

77 King Street West, Suite 3100

Toronto, ON M5K 1J3

Telephone: (416) 504-0520

 

 

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):

 

Large accelerated filer   x    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 Form S-8 Registration Statement (File No. 333-175079) (the “Registration Statement”) of AuRico Gold Inc. (“AuRico”).

AuRico is filing this Post-Effective Amendment to the Registration Statement to withdraw and remove from registration the unissued and unsold securities issuable by AuRico pursuant to such Registration Statement.

Pursuant to the arrangement agreement (the “Arrangement Agreement”), dated as of April 12, 2015, among AuRico and Alamos Gold Inc. (“Alamos”), on July 2, 2015, AuRico will amalgamate with Alamos.

As a result of the transactions contemplated by the Arrangement Agreement, AuRico is terminating all offerings of its securities pursuant to the Registration Statement. In accordance with an undertaking made by AuRico 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, AuRico hereby removes and withdraws from registration any and all securities of AuRico registered pursuant to the Registration Statement that remain unsold 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 Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Country of Canada, on July 2, 2015.

 

AURICO GOLD INC.
By:   /s/ Scott G. Perry
  Name: Scott G. Perry
  Title:   President, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Name

  

Title

 

Date

/s/ Scott G. Perry

Scott G. Perry

   President, Chief Executive Officer and Director (Principal Executive Officer)   July 2, 2015

/s/ Robert J. Chausse

Robert J. Chausse

   Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)   July 2, 2015

*

Alan R. Edwards

   Chairman of the Board and Director   July 2, 2015

     

Mark J. Daniel

   Director   July 2, 2015

*

Richard M. Colterjohn

   Director   July 2, 2015

*

Joseph G. Spiteri

   Director   July 2, 2015

     

Janice Stairs

   Director   July 2, 2015

*

Ronald E. Smith

   Director   July 2, 2015

     

Patrick D. Downey

   Director   July 2, 2015

*By:   /s/ Scott G. Perry

Scott G. Perry

   Attorney-in-fact   July 2, 2015


AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the Authorized Representative has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, solely in its capacity as the duly authorized representative of AuRico Gold Inc., in the City of Toronto, on July 2, 2015.

 

AURICO GOLD (USA) INC.
(Authorized Representative)
By: /s/ Scott G. Perry
Name: Scott G. Perry
Title: President, Chief Executive Officer and Director
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