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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cleveland Cliffs Inc | NYSE:CLF | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.43 | 2.49% | 17.71 | 17.66 | 17.305 | 17.44 | 6,880,940 | 01:00:00 |
|
Ohio
|
|
34-1464672
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
Title of Each Class of
Securities to
be Registered
|
Amount to be
Registered
(1)
|
Proposed Maximum Offering Price Per Share
(2)
|
Proposed Maximum Aggregate Offering Price
(2)
|
Amount of Registration Fee
|
Common Shares, $0.125 par value per share
|
15,000,000
|
$7.100
|
$106,500,000.00
|
$12,343.35
|
(1)
|
Represents common shares, par value $0.125 per share (“
Common Shares
”), of Cliffs Natural Resources Inc. (the “
Registrant
”) issuable pursuant to the Cliffs Natural Resources Inc. Amended and Restated 2015 Equity and Incentive Compensation Plan (the “
Plan
”) being registered hereon. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “
Securities Act
”), this Registration Statement also covers such additional Common Shares as may become issuable pursuant to the anti-dilution provisions of the Plan.
|
(2)
|
Estimated solely for the purposes of determining the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high and low sale prices of the Common Shares on the New York Stock Exchange on
April 26, 2017
, a date that is within five business days prior to filing.
|
(a)
|
The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 001-08944), filed with the Commission on February 9, 2017;
|
(b)
|
The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 (Commission File No. 001-08944), filed with the Commission on April 27, 2017;
|
(c)
|
The Registrant’s Current Reports on Form 8-K (Commission File No. 001-08944), filed with the Commission on February 13, 2017, February 15, 2017, February 27, 2017, February 28, 2017, March
10, 2017 and April 27, 2017; and
|
(d)
|
The description of the Common Shares contained in the Current Report on Form 8-K/A (Commission File No. 001-08944) filed with the Commission on May 21, 2008, and all amendments and reports filed with the Commission for the purpose of updating such description.
|
|
|
Exhibit Number
|
Exhibit Description
|
4.1
|
Third Amended Articles of Incorporation of Cliffs Natural Resources Inc. (as filed with the Secretary of State of the State of Ohio on May 13, 2013 (filed as Exhibit 3.1 to Cliffs Natural Resources Inc.'s Form 8-K (Commission No. 001-08944) on May 13, 2013 and incorporated herein by reference))
|
4.2
|
Amendment to the Third Amended Articles of Incorporation of Cliffs Natural Resources Inc. (as filed with the Secretary of State of the State of Ohio on April 26, 2017 (filed as Exhibit 3.1 to Cliffs Natural Resources Inc.'s Form 8-K (Commission No. 001-08944) on April 27, 2017 and incorporated herein by reference))
|
4.3
|
Regulations of Cleveland-Cliffs Inc. (filed as Exhibit 3.2 to Cliffs Natural Resources Inc.'s Form 10-K (Commission No. 001-08944) for the period ended December 31, 2011 and incorporated herein by reference)
|
4.4
|
Form of Common Share Certificate (filed as Exhibit 4.1 to Cliffs Natural Resources Inc.'s Form 10-Q (Commission No. 001-08944) for the period ended September 30, 2014 and incorporated herein by reference)
|
4.5
|
Cliffs Natural Resources Inc. Amended and Restated 2015 Equity and Incentive Compensation Plan (filed as Exhibit 10.1 to Cliffs Natural Resources Inc.'s Form 8-K (Commission No. 001-08944) on April 27,
2017 and incorporated herein by reference)
|
5.1
|
Opinion of Jones Day
|
23.1
|
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
|
23.2
|
Consent of Jones Day (included in Exhibit 5.1)
|
24.1
|
Power of Attorney
|
CLIFFS NATURAL RESOURCES INC.
|
|
|
|
By:
|
/s/ James D. Graham
|
|
James D. Graham
Executive Vice President, Chief Legal Officer and Secretary
|
Signature
|
||
*
|
|
Chairman, President and Chief Executive Officer (Principal Executive Officer)
|
L. Goncalves
|
|
|
*
|
|
Executive Vice President, Chief Financial Officer & Treasurer (Principal Financial Officer)
|
T. K. Flanagan
|
|
|
*
|
|
Vice President, Corporate Controller & Chief Accounting Officer (Principal Accounting Officer)
|
R. C. Cebula
|
|
|
*
|
|
Director
|
J. T. Baldwin
|
|
|
*
|
|
Director
|
R. P. Fisher, Jr.
|
|
|
*
|
|
Director
|
S. M. Green
|
|
|
*
|
|
Director
|
J. A. Rutkowski, Jr.
|
|
|
*
|
|
Director
|
E. M. Rychel
|
|
|
*
|
|
Director
|
M. D. Siegal
|
|
|
*
|
|
Director
|
G. Stoliar
|
|
|
*
|
|
Director
|
D. C. Taylor
|
|
*
|
The undersigned, by signing his name hereto, does hereby sign this Registration Statement on Form S-8 on behalf of each of the officers and directors of the Registrant identified above pursuant to a Power of Attorney executed by the officers and directors identified above, which Power of Attorney is filed with this Registration Statement on Form S-8 as Exhibit 24.1.
|
DATED:
|
April 27, 2017
|
By:
|
/s/ James D. Graham
|
|
|
|
James D. Graham, attorney-in-fact
|
|
|
Exhibit Number
|
Exhibit Description
|
4.1
|
Third Amended Articles of Incorporation of Cliffs Natural Resources Inc. (as filed with the Secretary of State of the State of Ohio on May 13, 2013 (filed as Exhibit 3.1 to Cliffs Natural Resources Inc.'s Form 8-K (Commission No. 001-08944) on May 13, 2013 and incorporated herein by reference))
|
4.2
|
Amendment to the Third Amended Articles of Incorporation of Cliffs Natural Resources Inc. (as filed with the Secretary of State of the State of Ohio on April 26, 2017 (filed as Exhibit 3.1 to Cliffs Natural Resources Inc.'s Form 8-K (Commission No. 001-08944) on April 27, 2017 and incorporated herein by reference))
|
4.3
|
Regulations of Cleveland-Cliffs Inc. (filed as Exhibit 3.2 to Cliffs Natural Resources Inc.'s Form 10-K (Commission No. 001-08944) for the period ended December 31, 2011 and incorporated herein by reference)
|
4.4
|
Form of Common Share Certificate (filed as Exhibit 4.1 to Cliffs Natural Resources Inc.'s Form 10-Q (Commission No. 001-08944) for the period ended September 30, 2014 and incorporated herein by reference)
|
4.5
|
Cliffs Natural Resources Inc. Amended and Restated 2015 Equity and Incentive Compensation Plan (filed as Exhibit 10.1 to Cliffs Natural Resources Inc.'s Form 8-K (Commission No. 001-08944) on April 27,
2017 and incorporated herein by reference)
|
5.1
|
Opinion of Jones Day
|
23.1
|
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
|
23.2
|
Consent of Jones Day (included in Exhibit 5.1)
|
24.1
|
Power of Attorney
|
1 Year Cleveland Cliffs Chart |
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