As filed with the Securities and Exchange Commission on July 1, 2008

Registration No. 333-122382

 

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

 

 

EQUITABLE RESOURCES, INC.

(Exact name of Registrant as Specified in its Charter)

 

 

225 North Shore Drive

Pittsburgh, PA  15212-5861

(Address, including zip code, of registrant’s principal executive offices)

 

EQUITABLE RESOURCES, INC. 2005 EMPLOYEE DEFERRED COMPENSATION PLAN

and

EQUITABLE RESOURCES, INC. 2005 DIRECTORS’ DEFERRED COMPENSATION PLAN

(Full Title of the Plan)

 

 

Lewis B. Gardner

Vice President and General Counsel

225 North Shore Drive
Pittsburgh, PA 15212

412-553-7760

(Name and address, including zip code and telephone number,

including area code, of agent for service)

 

Copy to:

 

Jeffrey G. Aromatorio, Esquire

Reed Smith LLP

435 Sixth Avenue

Pittsburgh, PA  15219

412-288-3364

 

 

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  o

 

Non-accelerated Filer  o (Do not check if a smaller reporting company)     Smaller reporting company  o

 

 

EXPLANATORY STATEMENT

 

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”) by the Registrant, the successor to Equitable Resources, Inc., a Pennsylvania corporation (“Old EQT”), following a merger to effect a holding company reorganization effective as of June 30, 2008.  The Registrant hereby expressly adopts the Registration Statement as its own registration statement for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended, and hereby sets forth any additional information necessary to reflect any material changes made in connection with or resulting from the succession, or necessary to keep this Registration Statement from being misleading in any material respect.

 

Subsequent to the holding company reorganization, shares of common stock to be issued in satisfaction of deferred compensation obligations pursuant to and the deferred compensation obligations under the Equitable Resources, Inc. 2005 Employee Deferred Compensation Plan and the Equitable Resources, Inc. 2005 Directors’ Deferred Compensation Plan (collectively, the “Plans”) to which this Registration Statement relates shall be shares of common stock of the Registrant, rather than shares of common stock of Old EQT.  Additionally, the sponsor of the Plans shall be the Registrant rather than Old EQT. The Plans will continue to be known as the Equitable Resources, Inc. 2005 Employee Deferred Compensation Plan and the Equitable Resources, Inc. 2005 Directors’ Deferred Compensation Plan.

 

The applicable registration fees were paid at the time of the original filing of this Registration Statement.

 

1

 

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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on the 30^th day of June, 2008.

 

	Equitable Resources, Inc.
	By:	/s/ Philip P. Conti
	Philip P. Conti
	Senior Vice President and Chief Financial Officer

 

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities indicated on the 30^th day of June, 2008.

 

Name		Title
/s/ Murry S. Gerber		Chairman and Chief Executive Officer
Murry S. Gerber		(Principal Executive Officer)
/s/ Philip P. Conti		Senior Vice President and Chief Financial
Philip P. Conti		Officer (Principal Financial Officer)
/s/ Theresa Z. Bone		Vice President and Corporate Controller
Theresa Z. Bone		(Principal Accounting Officer)
*		Director
Vicky A. Bailey
*		Director
Phyllis A. Domm
*		Director
Barbara S. Jeremiah
*		Director
George L. Miles, Jr.

 

2

 

/s/ David L. Porges		President, Chief Operating Officer and
David L. Porges		Director
*		Director
James E. Rohr
*		Director
David S. Shapira
*		Director
Lee T. Todd, Jr.
*		Director
James W. Whalen

 

 

* By:	/s/ Philip P. Conti
	Philip P. Conti
	Attorney-in-Fact

 

3