As filed with the Securities and Exchange Commission on March 17, 2020
RegistrationNo. 333-160783
RegistrationNo. 333-143550
RegistrationNo. 333-135595
RegistrationNo. 333-128205
RegistrationNo. 333-113048
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TURQUOISE HILL RESOURCES LTD.
(Exact name of registrant as specified in its charter)
Yukon, Canada | Not Applicable | |
(State or other jurisdiction of | (I.R.S. employer identification no.) |
Suite3680-1 Place Ville Marie
Montreal, Quebec H3B 3P2, Canada
(Address of principal executive offices)
Employees’ and Directors’ Equity Incentive Plan
(Full title of the plan(s))
CT Corporation
28 Liberty Street, 42nd Floor
New York, New York 10005
(Name and address of agent for service)
(212)894-8700
(Telephone number, including area code, of agent for service)
Copies to:
Adam M. Givertz, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
Telephone: (212)373-3000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
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 Securities Act. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
Turquoise Hill Resources Ltd. (the “Company”) is filing this Post-Effective Amendment No. 1 to withdraw and remove from registration the unsold securities under its Employees’ and Directors’ Equity Incentive Plan (as amended and restated from time to time, the “Plan”) previously registered by the Company pursuant to its Registration Statements on FormS-8 (the “Registration Statements”): 1) RegistrationNo. 333-160783, filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 24, 2009; 2) RegistrationNo. 333-143550, filed with the SEC on June 6, 2007; 3) RegistrationNo. 333-135595, filed with the SEC on July 5, 2006; 4) RegistrationNo. 333-128205, filed with the SEC on September 9, 2005; and 5) RegistrationNo. 333-113048, filed with the SEC on February 24, 2004. The Registration Statements registered up to 42,401,403 of the Company’s common shares, issuable upon the exercise of options granted under the Plan.
This Post-Effective Amendment No. 1 hereby amends the Registration Statements to deregister all of the unsold securities registered under the Plan. As a result of this deregistration, no securities remain registered for sale pursuant to the Plan.
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 FormS-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Montreal, Province of Quebec, Country of Canada, on this 17th day of March, 2020.
TURQUOISE HILL RESOURCES INC. | ||
By: | /s/ Dustin S. Isaacs | |
Dustin S. Isaacs | ||
General Counsel and Corporate Secretary |
No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.