As filed with the Securities and Exchange Commission on September 27, 2011

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

CONSOL Energy Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware		51-0337383
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

CNX Center

1000 CONSOL Energy Drive

Canonsburg, Pennsylvania 15317

(Address of Principal Executive Offices)

 

 

CONSOL ENERGY INC. INVESTMENT PLAN FOR SALARIED EMPLOYEES

(Full title of the plan)

 

 

P. Jerome Richey

Executive Vice President Corporate Affairs, Chief Legal Officer and Secretary

CONSOL Energy Inc.

CNX Center

1000 CONSOL Energy Drive

Canonsburg, Pennsylvania 15317

(Name and address, including zip code, of agent for service)

(724) 485-4000

(Telephone number, including area code, of agent for service)

 

 

Copy to:

Lewis U. Davis, Jr.

Buchanan Ingersoll & Rooney PC

One Oxford Centre

301 Grant Street, 20th Floor

Pittsburgh, Pennsylvania 15219-1410

(412) 562-8800

 

 

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.

 

Large accelerated filer		x				Accelerated filer		¨
Non-accelerated filer		¨		(Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

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CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered		Amount to be Registered		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, par value $0.01 per share (including associated preferred stock purchase rights)		20,000,000(1)(2)		$34.20(3)		$684,000,000(3)		$79,412.40(4)

(1)

An aggregate of 25,000,000 shares of common stock, par value $0.01 per share, of CONSOL Energy Inc. (“Common Stock”) may be offered or issued pursuant to the CONSOL Energy Inc. Investment Plan for Salaried Employees (the “Plan”), 5,000,000 of which (after taking into account the 2-for-1 stock split effected in May 2006) were previously registered on Form S-8 (File No. 333-126056), as amended by Post-Effective Amendment No. 1 to Form S-8, and 15,000,000 of which are registered on this Form S-8.

(2)	Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of shares of Common Stock that may be offered or issued by reason of stock splits, stock dividends or similar transactions.

(3)

Pursuant to Rule 457(c) and 457(h) of the Securities Act of 1933, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share and the proposed maximum aggregate offering price are based on the average of the high and low sales prices of the Common Stock on the New York Stock Exchange on September 23, 2011. Pursuant to General Instruction E of Form S-8, the registration fee is calculated with respect to the additional securities registered on this Form S-8 only.

(4)	Calculated pursuant to Section 6(b) of the Securities Act of 1933.

 

 

 

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INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE

Pursuant to General Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 (File No. 333-126056), as amended by Post-Effective Amendment No. 1 to Form S-8, filed by CONSOL Energy Inc. with the Securities and Exchange Commission (the “Commission”), with respect to securities offered pursuant to the Plan, and Exhibit 99.1 (titled “Audited Financial Statements of Dominion Exploration & Production, Inc. and subsidiaries and the producing business of Dominion Transmission Inc., as of and for the twelve-months ended December 31, 2009”) attached to CONSOL Energy Inc.’s first Current Report on Form 8-K filed on March 22, 2010 are hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.

Exhibits

 

EXHIBIT NO.		DESCRIPTION
4.1		CONSOL Energy Inc. Investment Plan For Salaried Employees.
23.1		Consent of Ernst & Young LLP
23.2		Consent of Netherland Sewell & Associates, Inc.
23.3		Consent of Schlumberger Data and Consulting Services
23.4		Consent of Deloitte & Touche LLP
24.1		Power of Attorney (Included in Signature Page)

CONSOL Energy Inc. hereby undertakes that it will submit or has submitted the CONSOL Energy Inc. Investment Plan For Salaried Employees and any amendment thereto to the Internal Revenue Services in a timely manner and has made or will make all changes required by the Internal Revenue Service in order to qualify the plan.

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[Signature Pages for Form S-8]

(Page 1 of 3)

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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Canonsburg, Commonwealth of Pennsylvania, on this 27th day of September 2011.

 

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, Each of the undersigned directors and officers of CONSOL Energy Inc., a Delaware corporation, do hereby constitute and appoint J. Brett Harvey, Nicholas J. DeIuliis, William J. Lyons, P. Jerome Richey and Robert P. King, or any one of them, the undersigned’s true and lawful attorneys and agents, with full power of substitution and resubstitution in each, to do any and all acts and things in our name and on our behalf in our respective capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either one of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this registration statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments, whether pursuant to Rule 462(b) or otherwise) hereto, and each of the undersigned does hereby ratify and confirm all that said attorneys and agents, or either one of them or any substitute, shall do or cause to be done by virtue hereof. This Power of Attorney may be executed in any number of counterparts.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below as of September 27, 2011 by the following persons in the capacities indicated:

 

Signature		Title
/s/ J. Brett Harvey                                                   J. Brett Harvey		Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
/s/ William J. Lyons                                                   William J. Lyons		Chief Financial Officer and Executive Vice President (Principal Financial and Accounting Officer)
/s/ John L. Whitmire                                                   John L. Whitmire		Vice Chairman of the Board
/s/ Philip W. Baxter                                                   Philip W. Baxter		Lead Independent Director
/s/ James E. Altmeyer, Sr.                                                   James E. Altmeyer, Sr		Director

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[Signature Pages for Form S-8] (Page 2 of 3)
Signature		Title
/s/ William E. Davis		Director
William E. Davis
/s/ Raj K. Gupta		Director
Raj K. Gupta
/s/ Patricia A. Hammick		Director
Patricia A. Hammick
/s/ David C. Hardesty		Director
David C. Hardesty
/s/ John T. Mills		Director
John T. Mills
/s/ William P. Powell		Director
William P. Powell
/s/ Joseph T. Williams		Director
Joseph T. Williams

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[Signature Pages for Form S-8]

(Page 3 of 3)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the administrator of the CONSOL Energy Inc. Investment Plan for Salaried Employees has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on September 27, 2011.

 

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EXHIBIT INDEX

 

EXHIBIT NO.		DESCRIPTION
4.1		CONSOL Energy Inc. Investment Plan For Salaried Employees.
23.1		Consent of Ernst & Young LLP
23.2		Consent of Netherland Sewell & Associates, Inc.
23.3		Consent of Schlumberger Data and Consulting Services
23.4		Consent of Deloitte & Touche LLP
24.1		Power of Attorney (Included in Signature Page)