Post-Effective Amendment No. 1 to Form S-8
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GenOn Energy, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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76-0655566 |
(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.) |
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1000 Main Street Houston, Texas
(Address of Principal Executive Offices)
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77002
(Zip Code) |
Long-Term Incentive Plan of GenOn Energy, Inc.
(Full title of the plan)
Michael L. Jines
Executive Vice President,
General Counsel and Corporate Secretary
and Chief Compliance Officer
GenOn Energy, Inc.
1000 Main Street
Houston, Texas 77002
(Name and address of agent for service)
(832) 357-3000
(Telephone number, including area code, of agent for service)
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):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company o |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No.
333-60328) (the Registration Statement) initially filed with the Securities and Exchange
Commission on May 7, 2001 by GenOn Energy, Inc., formerly RRI Energy, Inc. (the Registrant), a
Delaware corporation, is being filed to deregister all unsold shares of common stock of the
Registrant, par value $0.001 per share (Common Stock), and associated Series A preferred share
purchase rights (the Rights) that were originally reserved for issuance under the Long-Term
Incentive Plan of GenOn Energy, Inc.
On December 3, 2010, pursuant to an Agreement and Plan of Merger dated as of April 11, 2010
(the Merger Agreement), RRI Energy Holdings, Inc., a wholly owned subsidiary of the Registrant,
merged with and into Mirant Corporation (Mirant), with Mirant continuing as the surviving entity
and a direct wholly-owned subsidiary of the Registrant (the Merger). In connection with the
Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration
Statement. In accordance with the undertaking contained in the Registration Statement, the
Registrant hereby removes from registration, by means of this Post-Effective Amendment No. 1 to the
Registration Statement, any of the Common Stock and Rights registered that remain unsold under the
Registration Statement as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Houston, State of Texas, on December 3, 2010.
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GENON ENERGY, INC.
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By: |
/s/ Edward R. Muller
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Edward R. Muller |
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Chairman and Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.
1 to the Registration Statement on Form S-8 has been signed by the following persons in the
capacities and on the dates indicated.
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Signature |
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Date |
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/s/ Edward R. Muller
Edward R. Muller
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Chairman and Chief Executive Officer
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December 3, 2010 |
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/s/ J. William Holden III
J. William Holden III
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Executive Vice President and Chief
Financial Officer (Principal
Financial Officer)
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December 3, 2010 |
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/s/ Thomas C. Livengood
Thomas C. Livengood
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Senior Vice President and Controller (Principal
Accounting Officer)
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December 3, 2010 |
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/s/ E. William Barnett
E. William Barnett
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Director
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December 3, 2010 |
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/s/ Terry G. Dallas
Terry G. Dallas
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Director
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December 3, 2010 |
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/s/ Mark M. Jacobs
Mark M. Jacobs
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Director
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December 3, 2010 |
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/s/ Thomas H. Johnson
Thomas H. Johnson
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Director
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December 3, 2010 |
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/s/ Steven L. Miller
Steven L. Miller
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Director
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December 3, 2010 |
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/s/ Edward R. Muller
Edward R. Muller
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Director
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December 3, 2010 |
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/s/ Robert C. Murray
Robert C. Murray
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Director
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December 3, 2010 |
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/s/ Laree E. Perez
Laree E. Perez
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Director
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December 3, 2010 |
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/s/ Evan J. Silverstein
Evan J. Silverstein
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Director
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December 3, 2010 |
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/s/ William L. Thacker
William L. Thacker
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Director
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December 3, 2010 |