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    SEC Form S-8 POS filed by Veren Inc.

    5/12/25 10:00:11 AM ET
    $VRN
    Oil & Gas Production
    Energy
    Get the next $VRN alert in real time by email
    S-8 POS 1 ea0240806-s8pos_vereninc.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

    As filed with the Securities and Exchange Commission on May 12, 2025

    Registration No. 333-226210

     

     

    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

     

     

     

    VEREN INC.

    (Exact name of Registrant as specified in its charter)

     

     

     

    Alberta, Canada   Not applicable

    (State or other jurisdiction of

    incorporation or organization)

     

    (IRS Employer

    Identification No.)

     

     

     

    Suite 2000, 585-8th Avenue S.W.

    Calgary, Alberta T2P 1G1

    (Address, including zip code, of Registrant’s principal executive offices)

     

    Crescent Point Energy Corp. Stock Option Plan

    Crescent Point Energy Corp. Restricted Share Bonus Plan

    (Full titles of the plans)

     

    CT Corporation System

    28 Liberty Street

    New York, New York 10005

    (Name and address of agent for service)

     

    (212) 894-8940

    (Telephone number, including area code, of agent for service)

     

     

     

    COPIES TO:

     

    Tim Richardson

    General Counsel

    Whitecap Resources Inc.

    3800, 525 – 8th Avenue S.W.

    Calgary, Alberta T2P 1G1

    Canada

    (403) 266-0767

    Christopher J. Cummings

    Paul, Weiss, Rifkind, Wharton & Garrison LLP

    77 King Street West, Suite 3100

    Toronto, Ontario M5K 1J3

    Canada

    (416) 504-0520

     

     

     

    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 ☐ Smaller reporting company ☐
        Emerging growth company ☐

     

    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 relates to the following registration statement on Form S-8 (the “Registration Statement”), originally filed with the Securities and Exchange Commission by Veren Inc. (f/k/a Crescent Point Energy Corp.), a corporation governed by the laws of the Province of Alberta (“Veren”, or, the “Registrant”):

     

    ●Registration Statement No. 333-226210, filed on July 17, 2018, registering 28,125,919 Veren common shares (the “Veren Common Shares”) under the Crescent Point Energy Corp. Stock Option Plan and Crescent Point Energy Corp. Restricted Share Bonus Plan.

     

    Pursuant to a statutory plan of arrangement (the “Arrangement”) under the Business Corporations Act (Alberta), effective May 12, 2025, Whitecap Resources Inc., a corporation governed by the laws of the Province of Alberta (“Whitecap”), acquired all of the issued and outstanding common shares of the Registrant pursuant to a business combination agreement dated March 9, 2025, by and among Whitecap and the Registrant.

     

    As a result of the Arrangement, the Registrant has terminated all offerings of securities pursuant to the Registration Statement. 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 of the securities that had been registered and remain unsold at the termination of such offering, the Registrant hereby removes from registration by means of this Post-Effective Amendment all securities of the Registrant that remain unsold under the Registration Statement as of the date hereof.

     

    1

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, Country of Canada, on the 12th day of May, 2025.

     

      VEREN INC.
         
      By: /s/ Thanh Kang
      Name:  Thanh Kang
      Title: President

     

    Note: No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

     

    [Signature Page to Form S-8 Post-Effective Amendment]

     

    2

     

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