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Share Name | Share Symbol | Market | Type |
---|---|---|---|
CVR Energy Inc | NYSE:CVI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.44 | 1.77% | 25.25 | 25.26 | 24.42 | 24.72 | 1,274,634 | 21:02:01 |
Delaware | 61-1512186 | |||
(State or other jurisdiction of | (I.R.S. Employer | |||
incorporation or organization) | Identification Number) |
Proposed Maximum | Proposed Maximum | |||||||||||||
Title of Securities | Amount to be | Offering Price Per | Aggregate | Amount of | ||||||||||
to be Registered | Registered (1) | Share (2) | Offering Price | Registration Fee | ||||||||||
Common Stock, par value $0.01 per share
|
7,482,500 (3) | $25.14 | $188,110,050 | $7,392.73 | ||||||||||
(1) | Includes such additional number of shares 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. | |
(2) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and 457(h) based upon the average of the high and low prices of the Common Stock reported on New York Stock Exchange on January 18, 2008. | |
(3) | Represents the number of shares of Common Stock that may be granted pursuant to this registration statement in respect of awards pursuant to the CVR Energy, Inc. 2007 Long Term Incentive Plan. |
a. | The Registrants prospectus as filed on October 24, 2007 pursuant to Rule 424(b) of the Securities Act, which contains the Registrants audited financial statements for the fiscal year ended December 31, 2006; | ||
b. | The Registrants registration statement on Form 8-A, filed on May 22, 2007 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act); | ||
c. | The Registrants quarterly report on Form 10-Q, filed on December 6, 2007; | ||
d. | The Registrants current reports on Form 8-K, filed on November 21, 2007, December 14, 2007, January 7, 2008 and January 7, 2008. |
for any breach of the directors duty of loyalty to the Registrant or its
stockholders;
for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
under section 174 of the Delaware General Corporation Law regarding unlawful
dividends and stock purchases; or
for any transaction for which the director derived an improper personal
benefit.
the Registrant is required to indemnify its directors and officers to the
fullest extent permitted by the Delaware General Corporation Law, subject to
very limited exceptions;
the Registrant may indemnify its other employees and agents to the fullest
extent permitted by the Delaware General Corporation Law, subject to very
limited exceptions;
the Registrant is required to advance expenses, as incurred, to its
directors and officers in connection with a legal proceeding to the fullest
extent permitted by the Delaware General Corporation Law, subject to very
limited exceptions;
the Registrant may advance expenses, as incurred, to its employees and
agents in connection with a legal proceeding; and
the rights conferred in the Bylaws are not exclusive.
Table of Contents
Exhibit No.
Description of Exhibit
Amended and Restated Certificate of Incorporation of CVR Energy, Inc. (incorporated by
reference to Exhibit 10.1 of our quarterly report on Form 10-Q filed on December 6, 2007 (our
10-Q)).
Amended and Restated Bylaws of CVR Energy, Inc. (incorporated by reference to Exhibit 10.2 of
our 10-Q).
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of our Registration Statement on Form S-1 (File No. 333-137588)).
Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP regarding the legality of the
securities being registered.
CVR Energy, Inc. 2007 Long Term Incentive Plan (incorporated by reference to Exhibit 10.13 of
our 10-Q).
Consent of KPMG LLP, Independent Registered Public Accounting Firm.
Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1).
Power of Attorney (included on the signature page included in this Part II).
*
filed herewith
Table of Contents
Table of Contents
CVR Energy, Inc.
By:
/s/
John J. Lipinski
John J. Lipinski
Chairman of the Board of Directors, Chief
Executive Officer and President
Signature
Title
Date
/s/ John J. Lipinski
Chairman of the Board of
Directors, Chief
Executive Officer and
President (Principal
Executive Officer)
January 22, 2008
/s/ James T. Rens
Chief Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
January 22, 2008
/s/ Wesley Clark
Director
January 22, 2008
/s/ Scott L. Lebovitz
Director
January 22, 2008
/s/ Regis B. Lippert
Director
January 22, 2008
/s/ George E. Matelich
Director
January 22, 2008
/s/ Stanley de J. Osborne
Director
January 22, 2008
Table of Contents
Signature
Title
Date
/s/ Kenneth A. Pontarelli
Director
January 22, 2008
/s/ Mark Tomkins
Director
January 22, 2008
Table of Contents
Exhibit No.
Description of Exhibit
Amended and Restated Certificate of Incorporation of CVR Energy, Inc.
(incorporated by reference to Exhibit 10.1 of our quarterly report on Form 10-Q filed on
December 6, 2007 (our 10-Q)).
Amended and Restated Bylaws of CVR Energy, Inc. (incorporated by reference to Exhibit 10.2 of
our 10-Q).
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of our Registration Statement on Form S-1 (File No. 333-137588)).
Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP regarding the legality of the
securities being registered.
CVR Energy, Inc. 2007 Long Term Incentive Plan (incorporated by reference to Exhibit 10.13 of
our 10-Q).
Consent of KPMG LLP, Independent Registered Public Accounting Firm.
Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1).
Power of Attorney (included on the signature page included in this Part II).
*
filed herewith
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