Post-Effective Amendment No. 1 to Form S-8

-----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, AD3XA9d2icwjbQ64x18ItMO1fCBYCwxf+rTnLDX2FuBqpIBdVxx/J8g1HrpgofTE tzD8x9cdM9PxOa6WaOTTLw== 0001193125-09-107005.txt : 20090511 0001193125-09-107005.hdr.sgml : 20090511 20090511152131 ACCESSION NUMBER: 0001193125-09-107005 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090511 DATE AS OF CHANGE: 20090511 EFFECTIVENESS DATE: 20090511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALCOA INC CENTRAL INDEX KEY: 0000004281 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 250317820 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-115717 FILM NUMBER: 09814566 BUSINESS ADDRESS: STREET 1: 201 ISABELLA ST STREET 2: ALCOA CORPORATE CTR CITY: PITTSBURGH STATE: PA ZIP: 15212-5858 BUSINESS PHONE: 4125532576 MAIL ADDRESS: STREET 1: 801 ISABELLA ST STREET 2: ALCOA CORPORATE CTR CITY: PITTSBURGH STATE: PA ZIP: 15212-5858 FORMER COMPANY: FORMER CONFORMED NAME: ALUMINUM CO OF AMERICA DATE OF NAME CHANGE: 19920703 S-8 POS 1 ds8pos.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8

As filed with the Securities and Exchange Commission on May 11, 2009

Registration No. 333-115717

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

ALCOA INC.

(Exact name of Registrant as specified in its charter)


Pennsylvania		25-0317820
(State of Incorporation)		(I.R.S. Employer Identification No.)

390 Park Avenue

New York, New York 10022-4608

(Address of principal executive offices, including zip code)

2004 ALCOA STOCK INCENTIVE PLAN

(Full Title of the Plan)

J. Michael Schell

Executive Vice President – Business Development and Law

390 Park Avenue

New York, New York 10022-4608

(Name and address of agent for service)

Telephone number of agent for service (212) 836-2680

EXPLANATORY NOTE

Alcoa Inc. (“Alcoa”) registered 45,190,198 shares of its common stock, par value $1.00 per share, for issuance under the 2004 Alcoa Stock Incentive Plan (the “2004 Plan”) pursuant to Registration Statement No. 333-115717 filed with the Securities and Exchange Commission on May 21, 2004 (the “Registration Statement”). Upon shareholder approval of the 2009 Alcoa Stock Incentive Plan (the “2009 Plan”) on May 8, 2009, the 2009 Plan replaced the 2004 Plan and no further awards will be made under the 2004 Plan.

This Post-Effective Amendment No. 1 to the Registration Statement is being filed to deregister the 15,074,203 shares of Alcoa common stock that have not been issued and are not subject to issuance under outstanding awards under the 2004 Plan. Accordingly, Alcoa hereby withdraws these 15,074,203 shares from registration under the Registration Statement.

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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, the Commonwealth of Pennsylvania, on this 11th day of May, 2009.


ALCOA INC.
(Registrant)

By		/s/ Tony R. Thene
		Tony R. Thene
		Vice President and Controller
		(Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Klaus Kleinfeld	President and Chief Executive Officer; Director	May 11th, 2009
Klaus Kleinfeld	(Principal Executive Officer)

/s/ Charles D. McLane, Jr.	Executive Vice President and Chief Financial Officer	May 11th, 2009
Charles D. McLane, Jr.	(Principal Financial Officer)

/s/ Tony R. Thene	Vice President and Controller	May 11th, 2009
Tony R. Thene	(Principal Accounting Officer)

Alain J. P. Belda, Kathryn S. Fuller, Carlos Ghosn, Joseph T. Gorman, Judith M. Gueron, Michael G. Morris, E. Stanley O’Neal, James W. Owens, Patricia F. Russo, Henry B. Schacht, Ratan N. Tata, Franklin A. Thomas and Ernesto Zedillo, each as a Director, on May 11th, 2009, by Donna C. Dabney, their attorney-in-fact.

/s/ Donna C. Dabney

Donna C. Dabney

Attorney-in-fact

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