Cvr Energy Inc - Registration of Additional Securities (up to 20%) (S-1MEF)
23 10월 2007 - 10:31AM
Edgar (US Regulatory)
As filed with the Securities and
Exchange Commission on October 22, 2007
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
CVR ENERGY, INC.
(Exact Name of Registrant as
Specified in Its Charter)
|
|
|
|
|
Delaware
|
|
2911
|
|
61-1512186
|
(State or Other Jurisdiction
of
|
|
(Primary Standard
Industrial
|
|
(I.R.S. Employer
|
Incorporation or
Organization)
|
|
Classification Code
Number)
|
|
Identification Number)
|
2277 Plaza Drive,
Suite 500
Sugar Land, Texas
77479
(281) 207-3200
(Address, Including Zip Code,
and Telephone Number,
Including Area Code, of
Registrants Principal Executive Offices)
John J. Lipinski
2277 Plaza Drive,
Suite 500
Sugar Land, Texas
77479
(281) 207-3200
(Name, Address, Including Zip
Code, and Telephone Number,
Including Area Code, of Agent
for Service)
With a copy to:
|
|
|
Stuart H. Gelfond
Michael A. Levitt
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000
|
|
Peter J. Loughran
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000
|
Approximate date of commencement of proposed sale to the
public:
As soon as practicable after the
effective date of this Registration Statement.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the
following box.
o
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering.
x
333-137588
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering.
o
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering.
o
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
Proposed Maximum
|
|
|
Proposed Maximum
|
|
|
|
Title of Each Class of
|
|
|
to be
|
|
|
Aggregate Price
|
|
|
Aggregate Offering
|
|
|
|
Securities to be Registered
|
|
|
Registered (1)
|
|
|
per Unit (1)(2)
|
|
|
Price (1)(2)
|
|
|
Amount of Registration Fee (3)
|
Common Stock, $0.01 par value(4)
|
|
|
1,725,000
|
|
|
$19.00
|
|
|
$32,775,000
|
|
|
$1,007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Includes 225,000 shares which the
underwriters have the option to purchase.
|
|
(2)
|
|
Estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(c) of
the Securities Act of 1933, as amended.
|
|
(3)
|
|
The Registrant has previously paid
$48,150 in connection with the Registrants Registration
Statement on
Form S-1
(File
No. 333-137588).
|
|
(4)
|
|
Includes 1,725,000 shares of
our common stock, par value $0.01 per share, which may be
offered pursuant to this registration statement, which
represents additional shares to be sold by the Registrant. Such
amount is in addition to the common stock previously registered
pursuant to the Registrants Registration Statement on
Form S-1
(File
No. 333-137588).
|
This Registration Statement shall become effective upon
filing with the Securities and Exchange Commission in accordance
with Rule 462(b) under the Securities Act of 1933, as
amended.
EXPLANATORY
NOTE
This Registration Statement is being filed pursuant to
Rule 462(b) under the Securities Act of 1933, as amended.
The contents of the Registration Statement on Form S-1
(file No. 333-137588) filed by CVR Energy, Inc. with the
Securities and Exchange Commission on September 26, 2006,
as amended through the date hereof, including the exhibits
thereto, which was declared effective by the SEC on
October 22, 2007, is incorporated herein by reference.
This 462(b) Registration Statement is being filed for the
purpose of registering 1,725,000 shares of our common
stock, par value $0.01 per share, which will be offered pursuant
to this 462(b) Registration Statement.
We hereby certify to the SEC that we have previously paid the
SEC amounts sufficient to cover the filing fee set forth on the
cover page of this 462(b) Registration Statement for the
additional shares of common stock being registered hereby in
connection with our Registration Statement on Form S-1
(File No. 333-137588).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this 462(b) Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized in Sugar Land, State of Texas, on this 22nd day
of October 2007.
CVR ENERGY, INC.
John J. Lipinski
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/
John
J. Lipinski
John
J. Lipinski
|
|
Chief Executive Officer, President and Director (Principal
Executive Officer)
|
|
October 22, 2007
|
|
|
|
|
|
*
James
T. Rens
|
|
Chief Financial Officer (Principal Financial and Accounting
Officer)
|
|
October 22, 2007
|
|
|
|
|
|
*
Wesley
Clark
|
|
Director
|
|
October 22, 2007
|
|
|
|
|
|
*
Scott
L. Lebovitz
|
|
Director
|
|
October 22, 2007
|
|
|
|
|
|
*
Regis
B. Lippert
|
|
Director
|
|
October 22, 2007
|
|
|
|
|
|
*
George
E. Matelich
|
|
Director
|
|
October 22, 2007
|
|
|
|
|
|
*
Stanley
de J. Osborne
|
|
Director
|
|
October 22, 2007
|
|
|
|
|
|
*
Kenneth
A. Pontarelli
|
|
Director
|
|
October 22, 2007
|
|
|
|
|
|
*
Mark
Tomkins
|
|
Director
|
|
October 22, 2007
|
|
|
|
|
|
|
|
* By:
|
|
/s/
John J. Lipinski
John J. Lipinski,
As Attorney-in-Fact
|
|
|
|
|
The exhibits filed as part of this 462(b) Registration Statement
are as follows:
|
|
|
|
|
Number
|
|
Exhibit
Title
|
|
5.1
|
|
|
Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP
|
|
23.1
|
|
|
Consent of KPMG LLP
|
|
23.2
|
|
|
Consent of Fried, Frank, Harris, Shriver & Jacobson LLP
(included in Exhibit 5.1)
|
|
24.1
|
|
|
Power of Attorney (filed as Exhibit 24.1 to the Registration
Statement on Form
S-1
(File
No. 333-137588)
filed on September 26, 2006, as amended, and incorporated
herein by reference).
|
CVR Energy (NYSE:CVI)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
CVR Energy (NYSE:CVI)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024