UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT TO
FORM S-8
UNDER THE SECURITIES ACT OF 1933
BARNWELL INDUSTRIES, INC.
(Exact name of issuer as specified in its charter)
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Delaware
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72-0496921
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1100 Alakea Street, Suite 2900
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(Address of principal executive offices, including zip code)
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BARNWELL INDUSTRIES, INC.
2008 EQUITY INCENTIVE PLAN
(Full title of the plan)
Executive Vice President and Chief Financial Officer
1100 Alakea Street, Suite 2900
(Name, address and telephone number of agent for service)
Copies to:
Christopher Doyle, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
Telephone: (
212) 806-5641
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or 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.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☒
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Emerging Growth Company ☐
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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. ☐
EXPLANATORY NOTE / DEREGISTRATION OF UNSOLD SECURITIES
Barnwell Industries, Inc. (the
“Company”) previously registered shares of
the Company’s common stock, $0.50 par value per share (the
“Common Stock”),
pursuant to the Registration Statement on Form S-8 (File No.
333-153070), filed with the Securities and Exchange Commission on
August 19, 2008 (the
“Registration Statement”), thereby registering for issuance under
the Company’s 2008 Equity
Incentive Plan (the
“Plan”) an aggregate of 800,000 shares of Common Stock.
The Plan terminated by expiration on
December 10, 2017.
Accordingly, pursuant to the
undertaking contained in the Registration Statement,
the Company is filing this Post-Effective Amendment to the Registration Statement to deregister all Common Stock registered pursuant to the Registration Statement that remain unsold or otherwise
unissued as of the date hereof and to terminate the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Post-Effective Amendment and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Honolulu, State of Hawaii, on
November 6, 2020.
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BARNWELL INDUSTRIES, INC.
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By:
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Chief Financial Officer, Executive Vice President, Treasurer and Secretary
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EACH PERSON WHOSE SIGNATURE appears below this Post-Effective Amendment hereby constitutes and appoints
Alexander C. Kinzler and
Russell M. Gifford and each of them, with
full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead in any and all capacities (until revoked in writing) to sign all
amendments (including post-effective amendments) to this Post-Effective Amendment of Barnwell Industries, Inc. and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he might or could do in person thereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute, 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 has been signed below by the following persons in the capacities and
on the dates indicated.
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Title(s)
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Date
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President, Chief Executive Officer, General Counsel and Director
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Chief Financial Officer, Executive Vice President, Treasurer and Secretary
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Director, Chairman of the Board
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Director
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Director
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Director
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Director
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Director
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