S-8 POS

As filed with the Securities and Exchange Commission on December 17, 2013

Registration No. 333-43382

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

CSX CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Commonwealth of Virginia   62-1051971

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

500 Water Street, 15th Floor, Jacksonville, Florida   32202
(Address of Principal Executive Offices)   (Zip Code)

 

 

CSX Omnibus Incentive Plan

(Full Title of the Plan)

 

 

Ellen M. Fitzsimmons, Esq.

Executive Vice President – Law and Public Affairs,

General Counsel and Corporate Secretary

CSX Corporation

500 Water Street, 15th Floor

Jacksonville, Florida 32202

(Name and Address of Agent for Service)

904-359-3200

(Telephone Number, Including Area Code, of Agent for Service)

 

 

Copy to:

Richard D. Truesdell, Jr., Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

(212) 450-4000

 

 

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

 

 

 


TABLE OF CONTENTS

 

 

     PAGE  

Deregistration of Securities

     1   

Signatures

     2   

Index of Exhibits

     4   

Ex. 24.1

  

 

i


DEREGISTRATION OF SECURITIES

Pursuant to a Registration Statement on Form S-8, Registration No. 333-43382 (the “Registration Statement”), under the Securities Act of 1933, as amended, CSX Corporation (the “Corporation”) registered shares of the Corporation’s common stock, par value $1.00 per share (the “Common Stock”) (including the related rights (the “Rights” and, together with the Common Stock, the “Securities”) to purchase the Corporation’s Series B Junior Participating Preferred Stock, no par value) issuable to eligible employees of the Corporation under the CSX Omnibus Incentive Plan (the “Plan”).

The Plan has terminated. Accordingly, all of the Securities registered for sale under the Plan that remain unsold are hereby deregistered pursuant to the Corporation’s undertakings in the Registration Statement identified above.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on December 17, 2013.

 

    CSX CORPORATION
Date: December 17, 2013     By:   /s/ Ellen M. Fitzsimmons
     

Name: Ellen M. Fitzsimmons

     

Title: Executive Vice President – Law & Public Affairs,

          General Counsel and Corporate Secretary

      (Duly Authorized Representative)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities indicated on December 17, 2013.

 

Signature

  

Title

*

Michael J. Ward

  

Chairman of the Board, President, Chief Executive Officer and Director
(Principal Executive Officer)

*

Fredrik J. Eliasson

  

Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

*

Carolyn T. Sizemore

  

Vice President and Controller
(Principal Accounting Officer)

*

Donna M. Alvarado

  

Director

*

John B. Breaux

  

Director

*

Pamela L. Carter

  

Director

*

Steven T. Halverson

  

Director

*

Edward J. Kelly, III

  

Director

*

Gilbert H. Lamphere

  

Director

*

John D. McPherson

  

Director

*

Timothy T. O’Toole

  

Director

 

2


*

David M. Ratcliffe

  

Director

*

Donald J. Shepard

  

Director

*

J.C. Watts, Jr.

  

Director

*

J. Steven Whisler

  

Director

 

*By:   /s/ Ellen M. Fitzsimmons
  Attorney-in-fact

 

3


INDEX OF EXHIBITS

 

24.1    Powers of Attorney (filed herewith)