As filed with the Securities and Exchange Commission on August 13, 2020

Registration No. 333-218023
 
 
 
 
 

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
 
Rosehill Resources Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction
of incorporation or organization)
 
90-1184262
(I.R.S. Employer
Identification No.)
Rosehill Resources Inc. Long-Term Incentive Plan
(Full Title of the Plan)

16200 Park Row, Suite 300
Houston, Texas 77084
(281) 675-3400
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
 
 
 
David L. French
President and Chief Executive Officer
16200 Park Row, Suite 300
Houston, Texas 77084
(281) 675-3400
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copy to:
Hillary H. Holmes
Gibson, Dunn & Crutcher LLP
811 Main Street, Suite 3000
Houston, Texas 77002
(346) 718-6600
 
 
 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 
Large accelerated filer
 
Accelerated filer
 
Non-accelerated filer
ý
 
Smaller reporting company
ý
 
 
 
 
Emerging growth company
ý

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(b) of the Securities Act. ☐
 






DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the “Post-Effective Amendment”) relates to the Registration Statement on Form S-8 (No. 333-218023), filed by Rosehill Resources Inc. (the “Registrant”) with the Securities and Exchange Commission (the “SEC”) on May 16, 2017 (the “Registration Statement”), registering 8,625,000 shares of Common Stock that may be delivered with respect to rewards under the Rosehill Resources Inc. Long-Term Incentive Plan.

As disclosed on the Registrant’s Current Report on Form 8-K, filed with the SEC on July 27, 2020, the Registrant and Rosehill Operating Company, LLC (“Rosehill Operating”) filed voluntary petitions (the “Chapter 11 Filings”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code through a prepackaged plan of reorganization (the “Plan”) on July 26, 2020. Pursuant to the Plan, all of the Registrant’s common stock, other than interests held by Rosehill Operating and certain other existing interests of Rosehill will be cancelled and receive no recovery.

As a result of the Chapter 11 Filings, the Registrant has terminated any and all offerings of the Registrant’s securities pursuant to the Registration Statement. Accordingly, the Registrant hereby terminates the effectiveness of the Registration Statement, and, in accordance with an undertaking made by the Registrant in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, the Registrant hereby removes from registration any and all securities registered but which remain unsold under the Registration Statement as of the date hereof.






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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 13, 2020.

     
ROSEHILL RESOURCES INC.
 
 
By:
/s/ David L. French
Name:
David L. French
Title:
President and Chief Executive Officer
(Principal Executive Officer)






Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name
Title
Date
 
 
 
/s/ David L. French
President and Chief Executive Officer
(Principal Executive Officer)
August 13, 2020
David L. French
 
 
 
 
 
/s/ R. Craig Owen
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
August 13, 2020
R. Craig Owen
 
 
 
 
 
/s/ Gary Hanna
Chairman of the Board
August 13, 2020
Gary Hanna
 
 
 
 
 
/s/ Frank Rosenberg
Director
August 13, 2020
Frank Rosenberg
 
 
 
 
 
/s/ Edward Kovalik
Director
August 13, 2020
Edward Kovalik
 
 
 
 
 
/s/ Harry Quarls
Director
August 13, 2020
Harry Quarls
 
 
 
 
 
/s/ William Mayer
Director
August 13, 2020
William Mayer
 
 
 
 
 
/s/ Francis Contino
Director
August 13, 2020
Francis Contino
 
 
 
 
 
/s/ Paul J. Ebner
Director
August 13, 2020
Paul J. Ebner