Post-effective Amendment to an S-8 Filing (s-8 Pos)
02 Julho 2015 - 1:27PM
Edgar (US Regulatory)
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)
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Ontario, Canada |
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None |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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110 Yonge Street, Suite 1601
Toronto, ON M5C 1T4 |
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N/A |
(Address of Principal Executive Offices) |
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(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):
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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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¨ |
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.
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AURICO GOLD INC. |
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By: |
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/s/ Scott G. Perry |
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Name: Scott G. Perry |
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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.
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Name |
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Title |
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Date |
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/s/ Scott G. Perry
Scott G. Perry |
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President, Chief Executive Officer and Director (Principal Executive Officer) |
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July 2, 2015 |
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/s/ Robert J. Chausse
Robert J. Chausse |
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Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
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July 2, 2015 |
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* Alan R.
Edwards |
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Chairman of the Board and Director |
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July 2, 2015 |
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Mark J. Daniel |
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Director |
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July 2, 2015 |
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* Richard M.
Colterjohn |
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Director |
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July 2, 2015 |
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* Joseph G.
Spiteri |
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Director |
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July 2, 2015 |
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Janice Stairs |
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Director |
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July 2, 2015 |
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* Ronald E.
Smith |
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Director |
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July 2, 2015 |
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Patrick D. Downey |
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Director |
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July 2, 2015 |
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*By: /s/ Scott G. Perry
Scott G. Perry |
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Attorney-in-fact |
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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.
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AURICO GOLD (USA) INC. |
(Authorized Representative) |
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By: |
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/s/ Scott G. Perry |
Name: |
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Scott G. Perry |
Title: |
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President, Chief Executive Officer and Director |
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