As filed with the Securities and Exchange Commission on January 21, 2016

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

POST-EFFECTIVE

AMENDMENT NO. 2

TO

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 


 

EQT CORPORATION

(Exact name of registrant as specified in its charter)

 

Pennsylvania
(State or other jurisdiction of
incorporation or organization)

 

25-0464690
(I.R.S. Employer
Identification No.)

 

625 Liberty Avenue, Suite 1700

Pittsburgh, Pennsylvania 15222

(Address of principal executive offices, including Zip code)

 


 

EQUITABLE RESOURCES, INC.

EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

 


 

Lewis B. Gardner, Esq.
General Counsel and Vice President, External Affairs

EQT Corporation
625 Liberty Avenue, Suite 1700

Pittsburgh, Pennsylvania 15222

(Name and address of agent for service)

 

(412) 553-5700

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

 

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):

 

Large accelerated filer x

Accelerated filer ¨

Non-accelerated filer ¨

Smaller reporting company ¨

 

 

 

 

 

(Do not check if a smaller reporting company)

 

 

 

 



 

EXPLANATORY NOTE

 

On March 22, 1996, Equitable Resources, Inc., a Pennsylvania corporation (“Old EQT”), filed a registration statement on Form S-8 (Registration No. 333-01879) (the “Registration Statement”) to register 2,000,000 shares (on a post-split basis) of Common Stock, no par value, of Old EQT issuable under the Equitable Resources, Inc. Employee Stock Purchase Plan (the “ESPP”). Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 was filed July 1, 2008 by EQT Corporation (“Registrant”) to reflect (i) that Registrant became the successor to Old EQT following a merger, (ii) the adoption of the Registration Statement and ESPP by Registrant, and (iii) that shares of common stock issued pursuant to the ESPP to which the Registration Statement relates were from that point forward shares of Common Stock, no par value, of Registrant.

 

The Registrant is no longer issuing securities under the ESPP.  This Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 is being filed in order to deregister any shares of Common Stock of Registrant remaining available for issuance under the Registration Statement.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

EXHIBIT NO.

 

DESCRIPTION

 

 

 

24.1

 

Power of Attorney (included on the signature page hereof)

 

2



 

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 this Post-Effective Amendment No. 2 to Form S-8 Registration Statement and has duly caused this Post-Effective Amendment No. 2 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on this 21st day of January, 2016.

 

 

EQT CORPORATION

 

 

 

By:

/s/ Philip P. Conti

 

Name: Philip P. Conti

 

Title: Senior Vice President and Chief Financial Officer

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David L. Porges, Philip P. Conti and Lewis B. Gardner, and each of them, severally, acting alone and without the other, as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 2 to Form S-8 Registration Statement has been signed below by the following persons in the capacities indicated below on January 21, 2016.

 

/s/ David L. Porges

 

Chairman and

 

January 21, 2016

David L. Porges

 

Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

 

 

 

 

 

 

/s/ Philip P. Conti

 

Senior Vice President

 

January 21, 2016

Philip P. Conti

 

and Chief Financial Officer

 

 

(Principal Financial Officer)

 

 

 

 

 

 

 

 

 

/s/ Theresa Z. Bone

 

Vice President, Finance

 

January 21, 2016

Theresa Z. Bone

 

and Chief Accounting Officer

 

 

(Principal Accounting Officer)

 

 

 

 

 

 

 

 

 

/s/ Vicky A. Bailey

 

Director

 

January 21, 2016

Vicky A. Bailey

 

 

 

 

 

 

 

 

 

/s/ Philip G. Behrman

 

Director

 

January 21, 2016

Philip G. Behrman

 

 

 

 

 

 

 

 

 

/s/ Kenneth M. Burke

 

Director

 

January 21, 2016

Kenneth M. Burke

 

 

 

 

 

 

 

 

 

/s/ A. Bray Cary, Jr.

 

Director

 

January 21, 2016

A. Bray Cary, Jr.

 

 

 

 

 

 

 

 

 

/s/ Margaret K. Dorman

 

Director

 

January 21, 2016

Margaret K. Dorman

 

 

 

 

 

3



 

/s/ George L. Miles, Jr.

 

Director

 

January 21, 2016

George L. Miles, Jr.

 

 

 

 

 

 

 

 

 

/s/ James E. Rohr

 

Director

 

January 21, 2016

James E. Rohr

 

 

 

 

 

 

 

 

 

/s/ David S. Shapira

 

Director

 

January 21, 2016

David S. Shapira

 

 

 

 

 

 

 

 

 

/s/ Stephen A. Thorington

 

Director

 

January 21, 2016

Stephen A. Thorington

 

 

 

 

 

 

 

 

 

/s/ Lee T. Todd, Jr.

 

Director

 

January 21, 2016

Lee T. Todd, Jr.

 

 

 

 

 

 

 

 

 

/s/ Christine J. Toretti

 

Director

 

January 21, 2016

Christine J. Toretti

 

 

 

 

 

4



 

INDEX TO EXHIBITS

 

EXHIBIT NO.

 

DESCRIPTION

 

 

 

24.1

 

Power of Attorney (included on the signature page hereof)

 

5