EQT Corp — Regulatory Filings 2008

Jul 1, 2008

S-8 POS 1 a08-16430_4s8pos.htm S-8 POS

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

*Registration No. 333-70822*

*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)

PENNSYLVANIA	25-0464690
(State or other
jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

*225 North Shore Drive*

*Pittsburgh, PA 15212-5861*

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

*1999 EQUITABLE RESOURCES, INC. LONG-TERM INCENTIVE 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

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*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 issued pursuant to the 1999 Equitable Resources, Inc. Long-Term Incentive Plan (the “Plan”) 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 Plan shall be the Registrant rather than Old EQT. The Plan will continue to be known as the 1999 Equitable Resources, Inc. Long-Term Incentive Plan.

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

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*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.

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/s/ David L. Porges
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

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