As filed with the Securities and Exchange Commission on May 11, 2020
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CONSOL Energy Inc.
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Delaware
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82-1954058
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(State or jurisdiction of
Incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1000 CONSOL Energy Drive, Suite 100
Canonsburg, Pennsylvania 15317-6506
(Address of principal executive offices)
CONSOL ENERGY INC.
2020
AMENDED AND RESTATED OMNIBUS PERFORMANCE INCENTIVE PLAN
(Full title of the plan)
Martha A. Wiegand, General Counsel & Secretary
CONSOL Energy Inc.
1000
CONSOL Energy Drive, Suite 100
Canonsburg, Pennsylvania 15317-6506
(Name and address of agent for service)
724-485-4000
(Telephone number, including area code, of agent for service)
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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
To Be Registered
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Amount
to Be
Registered
(1)(2)
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Proposed
Maximum
Offering Price
Per
Share (3)
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Proposed
Maximum
Aggregate
Offering Price (3)
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Amount of
Registration Fee (3)
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Common Stock (par value $.001 per share)
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2,350,000(1)
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$6.47
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$15,204,500
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$1,973.54
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(1)
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Represents 2,350,000 additional shares of Common Stock of the Registrant that may be issued under the CONSOL
Energy Inc. 2020 Amended and Restated Omnibus Performance Incentive Plan (the Plan). The Plan was approved by the Registrants stockholders at the annual meeting held on May 8, 2020, and amends and restates in its
entirety that certain CONSOL Mining Corporation Omnibus Performance Incentive Plan adopted as of November 22, 2017.
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(2)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act),
this Registration Statement also covers such additional and indeterminate number of shares of the Common Stock of the Registrant as may become issuable pursuant to the Plan by reason of stock dividends, stock splits or similar transactions.
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(3)
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Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the
Securities Act, on the basis of the average of the high and low sale prices per share for the Common Stock of the Registrant on the New York Stock Exchange on May 6, 2020, a date that is within five business days prior to filing.
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