As filed with the Securities and Exchange Commission on December 15, 2009

Registration No. 333-145827

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

PARALLEL PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		75-1971716
(State or other jurisdiction of incorporation or		(I.R.S. Employer Identification No.)
organization)

		Larry C. Oldham
		Chief Executive Officer
1004 N. Big Spring, Suite 400		Parallel Petroleum Corporation
Midland, Texas 79701		1004 N. Big Spring, Suite 400
(432) 684-3727		Midland, Texas 79701
(Address, including zip code, and telephone number,		(432) 684-3727
including area code, of registrant’s principal executive		(Name, address, including zip code, and telephone
offices)		number, including area code, of agent for service)

Parallel Petroleum Corporation Employee Stock Option Plan
(Full Title of the Plan)

Thomas W. Ortloff		W. Scott Wallace
Lynch, Chappell & Alsup, P.C.		Haynes and Boone, LLP
300 N. Marienfeld, Suite 700		901 Main Street, Suite 3100
Midland, Texas 79701		Dallas, Texas 75202
(432) 683-3351		(214) 651-5000

     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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o

 

 

DEREGISTRATION OF SECURITIES

          This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”), filed by Parallel Petroleum Corporation, a Delaware corporation (the “Company”), removes from registration all securities registered under the Registration Statement on Form S-8 (Registration Number 333-145827) filed by the Company on August 31, 2007 (the “Registration Statement”), with the U.S. Securities and Exchange Commission, pertaining to the registration of 200,000 shares of the Company’s common stock, par value $0.01 per share, offered under the Parallel Petroleum Corporation Employee Stock Option Plan (the “Plan”), and any additional shares of the Company’s common stock issued by reason of any stock split, stock dividend, recapitalization or similar transaction, as provided by the Plan.

     In accordance with the Agreement and Plan of Merger dated as of September 15, 2009, by and among the Company, PLLL Holdings, LLC (“Parent”), and PLLL Acquisition Co. (the “Merger Subsidiary”), as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of October 13, 2009 (the “Merger Agreement”), the Merger (as defined in the Merger Agreement) was consummated on November 25, 2009. As a result of the Merger, the Merger Subsidiary was merged with and into the Company and the Company became a wholly-owned subsidiary of Parent.

          In connection with the consummation of the Merger, each share of the Company’s common stock, par value $0.01 per share (each, a “Share”), issued and outstanding immediately prior to the consummation of the Merger (other than Shares held by the Company, Parent, Merger Subsidiary, any wholly-owned subsidiary of the Company, Parent or Merger Subsidiary or any holder of Dissenting Shares (as defined in the Merger Agreement)) was converted into the right to receive an amount in cash equal to $3.15 per Share (the “Merger Consideration”). Upon consummation of the Merger, the Company’s stockholders immediately prior to the consummation of the Merger ceased to have any rights as stockholders in the Company (other than their right to receive the Merger Consideration or their right to appraisal of their Shares under Delaware law) and accordingly no longer have any interest in the Company’s future earnings or growth.

          As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities which remain unsold at the termination of the offering, the Company hereby removes from registration all securities registered under the Registration Statement that remain unsold as of the date of this Post-Effective Amendment and terminates the effectiveness of the Registration Statement.

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that is 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 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, State of Texas, on December 14, 2009.

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Larry C. Oldham and Steven D. Foster, and each of them, either one of whom may act without joinder of the other, 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 to this Post-Effective Amendment, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act requisite and necessary to be done in and about the premises, as fully and 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, and each 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 of 1933, as amended, this Post-Effective Amendment No. 1 to Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Jeffrey G. Shrader   Jeffrey G. Shrader		Chairman of the Board, Director		December 14, 2009
/s/ Larry C. Oldham   Larry C. Oldham		Director, President and Chief Executive Officer (Principal Executive Officer)		December 14, 2009
/s/ Steven D. Foster   Steven D. Foster		Chief Financial Officer (Principal Accounting and Principal Financial Officer)		December 14, 2009
Andrew Africk		Director
Robert Falk		Director

Signature		Title		Date
/s/ Edward A. Nash   Edward A. Nash		Director		December 14, 2009
/s/ Sam Oh   Sam Oh		Director		December 14, 2009
/s/ Ray M. Poage   Ray M. Poage		Director		December 14, 2009
Aaron Stone		Director
Jordan Zaken		Director