As
filed with the Securities and Exchange Commission on April 12, 2011
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CVR PARTNERS, LP
(Exact name of registrant as specified in its charter)
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| Delaware
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56-2677689 |
| (State or other
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(I.R.S. Employer |
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Identification |
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Number) |
| organization) |
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2277 Plaza Drive, Suite 500
Sugar Land, Texas 77479
Tel: (281) 207-3200
(Address, including Zip Code, and telephone number, including
area code, of registrant’s principal executive offices)
CVR PARTNERS, LP LONG-TERM INCENTIVE PLAN
(Full title of the plan)
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 Securities
Exchange Act of 1934, as amended (the
“Exchange Act”).
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer ţ
(Do not check if a smaller reporting company)
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Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Proposed |
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Proposed |
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maximum |
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maximum |
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Amount to be |
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offering price |
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aggregate |
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Amount of |
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registered (1) |
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per unit (2) |
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offering price |
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registration fee |
Common Units,
representing
limited partnership
interests (“Common
Units”) |
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5,000,000 |
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17.73 |
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88,650,000 |
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10,293 |
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Includes such additional number of Common Units as may be required in the event of a stock
split, stock dividend or similar transaction in accordance with Rule 416 of the Securities Act
of 1933, as amended (the “Securities Act”). |
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule
457(c) and 457(h) under the Securities Act. The price for the Common Units being registered
on this Registration Statement is based on the average of the high and low prices of Common
Units as reported by the New York Stock Exchange on April 8, 2011. |
PART I
The documents containing information specified in Part I of Form S-8 will be sent or given to
participants in the CVR Partners, LP Long-Term Incentive Plan (the
“Plan”) as specified in Rule
428(b)(1) promulgated by the U.S. Securities and Exchange Commission (the
“SEC”) under the
Securities Act. Such documents are not required to be filed with the SEC but constitute (along
with the
documents incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.
References to
“us,” “our,” “we” and
“the Registrant” shall mean CVR Partners, LP, a Delaware
limited partnership
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The SEC allows us to
“incorporate by reference” information into this Registration Statement,
which means that we can disclose important information to you by referring you to another document
filed separately with the SEC. The
information incorporated by reference is considered to be part
of this Registration Statement, and later information that we file with the SEC will automatically
update this Registration Statement. We
incorporate by reference the documents listed below:
In addition, any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that
all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof from the date of
filing of such documents.
Any statement contained in any document
incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed incorporated document modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
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| Item 4. |
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Description of Securities |
Not applicable.
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| Item 5. |
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Interests of Named Experts and Counsel |
Not applicable.
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| Item 6. |
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Indemnification of Directors and Officers |
Subject to such standards and restrictions, if any, as are set forth in the Second Amended and
Restated Agreement of Limited Partnership of CVR Partners, LP (the “Partnership Agreement”),
Section 17-180 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited
partnership to indemnify and hold harmless any partner or other person from and against any and all
claims and demands whatsoever.
Subject to certain exceptions, the Partnership Agreement provides that
the Registrant will
indemnify the following persons, to the fullest extent permitted by law, from any and all losses,
claims, damages, liabilities, joint or several expenses (including legal fees and expenses),
judgments, fines, penalties, interest, settlements or other amounts arising from any and all
threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil,
criminal, administrative or investigative, and whether formal or informal and including appeals, in
which any such person may be involved, or is threatened to be involved, as a party or otherwise, by
reason of its status as an indemnitee and acting (or refraining to act) in such capacity on behalf
of or for the benefit of
the Registrant:
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The general partner of the Registrant, or any person that controls the general
partner; |
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Any Departing General Partner of the Registrant (as defined therein); |
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Any person who is or was a director, officer, fiduciary, trustee, manager or
managing member of any Group Member (as defined therein), the general partner or
any Department General Partners (as defined therein); |
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Any person who is or was a manager, managing member, director, officer,
employee, agent, fiduciary or trustee of any Group Member, a general partner, any
Departing General Partner or any of their respective affiliates; |
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Any person who is or was serving at the request of the general partner or any
Departing General Partner as a director, officer, fiduciary, trustee, manager or
managing member of another Person owing a fiduciary duty to any Group Member;
provided that a person shall not be an indemnitee by reason of providing, on a
fee-for-services basis, trustee, fiduciary or custodial services; and |
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Any person designated by the Registrant. |
Notwithstanding the foregoing,
the Registrant shall not indemnify any person if there has been
a final and non-appealable judgment entered by a court of competent jurisdiction determining that
such person acted in bad faith or engaged in fraud, willful misconduct or, in the case of a
criminal matter, acted with knowledge that such person’s conduct was unlawful.
Any indemnification under these provisions of the Partnership Agreement will only be out of
the assets of
the Registrant, it being agreed that the general partner shall not be personally
liable for such indemnification and shall have no obligation to contribute or loan any monies or
property to the Partnership to enable it to effectuate such indemnification.
The Partnership Agreement provides further that, to the fullest extent permitted by law,
expenses (including legal fees and expenses) incurred by an indemnitee in defending any claim,
demand, action, suit or proceeding shall, from time to time, be advanced by
the Registrant prior to
a determination that the indemnitee is not entitled to be indemnified upon receipt by the
Registrant of any undertaking by or on behalf of the indemnitee to repay such amount if it shall be
determined that the Indemnitee is not entitled to be indemnified as authorized in the Partnership
Agreement.
In addition, the Partnership Agreement authorizes
the Registrant to purchase and maintain (or
to reimburse its general partner or its affiliates for the costs of) insurance against liabilities
that may be asserted against, or expenses that may be incurred by,
the Registrant’s general
partner, its affiliates, any of the above indemnitees and such other persons as
the Registrant’s
general partner determines in connection with
the Registrant’s activities or such person’s
activities on behalf of
the Registrant, whether or not
the Registrant would have the power to
indemnify such person against such liability under provisions described in the Partnership
Agreement.
Each member of the general partner’s board of directors has also entered into a director
indemnification agreement with the Partnership that provides for the indemnification of the
director in certain circumstances.
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Exemption from Registration Claimed |
Not applicable.
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| Exhibit No. |
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Description of Exhibit |
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| 4.1 |
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Amended
and Restated Certificate of Limited Partnership of CVR Partners, LP
dated April 8, 2011. |
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| 4.2 |
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| 5.1 |
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Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP regarding the legality of the
securities being registered. |
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| 10.1 |
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CVR Partners, LP Long-Term Incentive Plan. |
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| 23.1 |
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Consent of KPMG LLP, Independent Registered Public Accounting Firm. |
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Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1). |
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| 24.1 |
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities
Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any material
change to such information in this Registration Statement;
provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if
this Registration Statement is on Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with or furnished
to the SEC by
the Registrant pursuant to section 13 or section 15(d) of the Exchange Act
that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each
such post-effective amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any
purchaser:
A. Each prospectus filed by
the Registrant pursuant to Rule 424(b)(3)
shall be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the registration
statement; and
B. Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of a registration statement in reliance on Rule
430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii),
or (x) for the purpose of providing the information required by section
10(a) of the Securities Act shall be deemed to be part of and included in
the registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document
incorporated or deemed
incorporated by reference into the registration
statement or prospectus that is part of the registration statement will,
as to a purchaser with a time of
contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective date; or
(ii) If
the Registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating to an
offering, other than registration statements relying on Rule 430B or other
than prospectuses filed in reliance on Rule 430A, shall be deemed to be part
of and included in the registration statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of
sale prior to such first use, supersede or modify any statement that was
made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to
such date of first use.
(5) That, for the purpose of determining liability of
the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the securities: The
undersigned Registrant undertakes that in a primary offering of securities of the
undersigned Registrant pursuant to this Registration Statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following communications, the
undersigned Registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned Registrant
relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of
the undersigned Registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of
the Registrant’s annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of
the Registrant pursuant to the
foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by
the Registrant of expenses incurred or paid by a director, officer or controlling
person of
the Registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act,
the Registrant certifies that it has
reasonable grounds to believe that it meets all the requirements for filing on form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Sugar Land, State of Texas, on
April
12, 2011.
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CVR PARTNERS, LP
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By: |
CVR GP, LP, its general partner
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By: |
/s/ John J. Lipinski
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John J. Lipinski |
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Chairman of the Board of Directors, Chief
Executive Officer and President |
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KNOW ALL PERSONS BY THESE PRESENTS that each director of CVR GP, LP whose signature appears
below constitutes and appoints
John J. Lipinski, Edward A Morgan and Edmund S. Gross and each of
them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for
him or her and in his or her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to
file the same, with all exhibits thereto and all documents in connection therewith, with the SEC,
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 to be done with respect to this
Registration Statement, including post-effective amendments, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may
lawfully do or cause to be done or by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the date indicated.
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Title |
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Date |
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Chairman of the Board of Directors,
Chief Executive Officer and President
of CVR GP, LLC (Principal Executive
Officer)
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April 12, 2011 |
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Chief Financial Officer and
Treasurer of CVR GP, LLC (Principal
Financial and Accounting Officer)
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April 12, 2011 |
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Director of CVR GP, LLC
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April 12, 2011 |
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Director of CVR GP, LLC
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April 12, 2011 |
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Director of CVR GP, LLC
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April 12, 2011 |
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