SXC SunCoke Energy Inc

As filed with the Securities and Exchange Commission on June 21, 2022

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SunCoke Energy, Inc. Omnibus Long-Term Incentive Plan

(Full title of the plan)

John J. DiRocco, Jr., Esq.

Vice President, Assistant General Counsel & Corporate Secretary

SunCoke Energy, Inc.

1011 Warrenville Road, 6th Floor Lisle, IL 60532

(630) 824-1000

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

With Copies to:

Susan J. Daley

Perkins Coie LLP

110 North Wacker, Suite 3400

Chicago, IL 60606-1511

(312) 324-8645

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.

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.  ☐

INTRODUCTORY STATEMENT

This Registration Statement on Form S-8 (the “Registration Statement”) is being filed by SunCoke Energy, Inc. (the “Registrant”) to register Two Million Seven Hundred Thousand (2,700,000) shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”) that may be issued from time to time pursuant to awards granted under the SunCoke Energy, Inc. Omnibus Long-Term Incentive Plan (the “Plan”). The Plan was approved by Registrant’s stockholders and became effective May 12, 2022 (the “Effective Date”). Concurrently, post-effective amendments to Registration Statement Nos. 333-176403, 333-179804 and 333-224733 are being filed relating to shares that are authorized for issuance under the Plan based on the number of shares that were available for future awards under the SunCoke Energy Inc. Long-Term Performance Enchancement Plan and SunCoke Energy, Inc. Retainer Stock Plan for Outside Directors (collectively, “Prior Plans”).

(c)     The Registrant’s Quarterly Report on Form 10-Q (File No. 001-35243) for the quarter ended March 31, 2022, filed on May 2, 2022; and

(d)     The description of the Registrant’s Common Stock, contained in Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on February 25, 2021, and any subsequent amendment or report filed for the purpose of updating such description.

In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or that deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents with the Commission, except as to any portion of any Current Report furnished under Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. Under no circumstances will any information furnished under current Items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement is deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation is not personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions; or (4) for any transaction from which the director derived an improper personal benefit.

The Registrant’s certificate of incorporation and by-laws provide for such limitation of liability to the fullest extent permitted by the DGCL. Article VI of the Registrant’s by-laws provides for indemnification, requiring that the Registrant pay on behalf of its directors and officers, to the extent permitted by Delaware law, all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by such person in connection with any action, suit or proceeding (whether civil, criminal, administrative or investigative) pending, threatened or completed against such person, except where such indemnification is expressly prohibited by applicable law or where such person has not met the applicable standard of conduct set forth in the DGCL which makes it permissible for the Registrant to indemnify the claimant; provided, however, that if the DGCL requires, payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Registrant of an undertaking by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that such director or officer is not entitled to be indemnified for such expenses.

The By-laws also authorize, but do not require, the Registrant to enter into agreements for indemnification. The Registrant has entered into indemnification agreements with each director, and certain executive officers and other management personnel of the Registrant. One of the purposes of the indemnification agreements is to attempt to specify the extent to which persons entitled to indemnification thereunder may receive indemnification.

The Registrant also maintains industry standard policies of insurance under which coverage is provided to its directors and officers against legal liability for loss which is not indemnified arising from claims made by reason of breach of duty or other wrongful act while acting in their capacity as directors and officers of the registrant.

(2)    That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)    The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.