-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KtzwLHeZbbw5jkNLtbia/kfagfUaSjhB2WTuzAtUfSM3JArbzCDOxQA+jwr0Fpb8 C5dqHxUcCGxboTlu87jTwA== 0000950123-08-005615.txt : 20080514 0000950123-08-005615.hdr.sgml : 20080514 20080513175905 ACCESSION NUMBER: 0000950123-08-005615 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080514 DATE AS OF CHANGE: 20080513 EFFECTIVENESS DATE: 20080514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dresser-Rand Group Inc. CENTRAL INDEX KEY: 0001316656 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 201780492 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-128159 FILM NUMBER: 08828877 BUSINESS ADDRESS: STREET 1: PAUL CLARK DRIVE CITY: OLEAN STATE: NY ZIP: 14760 BUSINESS PHONE: (716) 375-3000 MAIL ADDRESS: STREET 1: PAUL CLARK DRIVE CITY: OLEAN STATE: NY ZIP: 14760 S-8 POS 1 y58370sv8pos.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 S-8 POS
As filed with the Securities and Exchange Commission on May 13, 2008
Registration No. 333-128159
 
 
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
DRESSER-RAND GROUP INC.
(Exact Name of Registrant as Specified in its Charter)
     
Delaware
(State or Other Jurisdiction
of Incorporation or Organization) 		  20-1780492
(I.R.S. Employer
Identification No.)
     
1200 W. Sam Houston Parkway N.
Houston, Texas
(Address of Principal Executive Offices) 		  77043
(Zip Code)
Dresser-Rand Group Inc. 2005 Stock Incentive Plan
Dresser-Rand Group Inc. 2005 Directors Stock Incentive Plan
(Full Title of the Plan)
Mark F. Mai
Vice President, General Counsel and Secretary
Dresser-Rand Group Inc.
1200 W. Sam Houston Parkway N.
Houston, Texas 77043
(Name and Address of Agent For Service)
(713) 467-2221
(Telephone Number, Including Area Code, of Agent For Service)
With a copy to:
Michael Collins, Esq.
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036-5306
(202) 955-8500
 
 

 

 

DEREGISTRATION OF SHARES
     This Post-Effective Amendment No. 1 to Form S-8 Registration Statement (the “Amendment”) is filed by Dresser-Rand Group Inc., a Delaware corporation (the “Registrant”) and relates to the Form S-8 registration statement (File No. 333-128159) filed with the Securities and Exchange Commission on September 7, 2005 (the “Registration Statement”) for the Dresser-Rand Group Inc. 2005 Stock Incentive Plan and the Dresser-Rand Group Inc. 2005 Directors Stock Incentive Plan (the “Prior Plans”). In accordance with the undertakings contained in the Registration Statement, the Company is filing this Amendment to deregister 2,160,664 shares of common stock, par value $0.01 per share (the “Common Stock”) previously registered under the Registration Statement that remained available for grant under the Prior Plans as of May 13, 2008. The Prior Plans are being replaced by the Dresser-Rand Group Inc. 2008 Stock Incentive Plan, which became effective on May 13, 2008 and was approved by the Company’s shareholders (the “New Plan”). The Company is concurrently registering the New Plan on a registration statement on Form S-8, and the registration fee paid by the Registrant to register the 2,160,664 shares of Common Stock issuable under the Prior Plans will be carried forward and applied to the registration fee necessary to register shares issuable under the New Plan.
     As of May 13, 2008, 1,634,920 shares of Common Stock remained subject to outstanding awards previously granted under the Prior Plans. The Registration Statement will remain in effect to cover the potential exercise or vesting of such outstanding awards granted under the Prior Plans.

 

 

SIGNATURE
     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 Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, in the State of Texas, on the 13th day of May, 2008.
             
    DRESSER-RAND GROUP INC.    
 
            
 
  By:   /s/ Vincent R. Volpe, Jr.    
 
           
 
      Vincent R. Volpe Jr.    
 
      President, Chief Executive Officer and Director    
     Each of the undersigned, being a director or officer of Dresser-Rand Group Inc., a Delaware corporation (the “Company”), hereby constitutes and appoints Lonnie A. Arnett and Mark F. Mai, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Registration Statement or Registration Statements shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of his substitutes or resubstitutes, may lawfully do or cause to be done by virtue hereof.
     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.
         
/s/ Vincent R. Volpe, Jr.
 
   President, Chief Executive Officer and Director   May 13, 2008
Vincent R. Volpe Jr.
  (Principal Executive Officer)    
 
        
/s/ Mark E. Baldwin
 
   Executive Vice President and Chief Financial Officer   May 13, 2008
Mark E. Baldwin
  (Principal Financial Officer)    
 
        
/s/ Lonnie A. Arnett
 
   Vice President, Controller and Chief Accounting Officer   May 13, 2008
Lonnie A. Arnett
  (Principal Accounting Officer)    

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  Chairman of the Board of Directors   May 13, 2008
/s/ William E. Macaulay
 
William E. Macaulay
       
 
   Director    May 13, 2008
/s/ Rita V. Foley
 
Rita V. Foley
       
 
        
 
  Director   May 13, 2008
/s/ Joseph C. Winkler
 
Joseph C. Winkler
       
 
        
/s/ Michael L. Underwood
 
Michael L. Underwood
  Director    May 13, 2008
 
        
 
  Director   May 13, 2008
/s/ Philip R. Roth
 
Philip R. Roth
       
 
        
 
  Director   May 13, 2008
/s/ Louis A. Raspino
 
Louis A. Raspino
       
 
        
 
  Director   May 13, 2008
/s/ Jean-Paul Vettier
 
Jean-Paul Vettier
       
 
        

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