0000950134-09-008247 S-8 POS 1 20090423 20090423 20090423 Celanese CORP 0001306830 2820 980420726 DE 1231 S-8 POS 33 333-122789 09767285 1601 W. LBJ FREEWAY DALLAS TX 75234 972-443-4000 1601 W. LBJ FREEWAY DALLAS TX 75234 Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd. 20041022 S-8 POS 1 d67361sv8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 23, 2009 Registration No. 333-122789 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 Celanese Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 98-0420726 (I.R.S. Employer Identification No.) 1601 West LBJ Freeway Dallas, TX 75234-6034 (Address of Principal Executive Offices) Celanese Corporation 2004 Stock Incentive Plan (Full title of the plans) Gjon N. Nivica, Jr. Senior Vice President, General Counsel and Corporate Secretary 1601 West LBJ Freeway Dallas, TX 75234-6034 (Name and address of agent for service) (972) 443-4000 (Telephone number, including area code, of agent for service) Copies to: Barbara L. Becker, Esq. Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166-0193 (212) 351-4000 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 Exchange Act. (Check one): Large accelerated Accelerated Non-accelerated filer [ ] Smaller reporting filer [x] filer [ ] (Do not check if a smaller company [ ] reporting company) -------------------------------------------------------------------------------- EXPLANATORY NOTE This Post-Effective Amendment No. 1 to Form S-8 Registration Statement (the “Amendment”) is filed by Celanese Corporation, a Delaware corporation (the “Registrant”), and relates to the Form S-8 registration statement (File No. 333-122789) filed with the Securities and Exchange Commission on February 14, 2005 (the “Registration Statement”) for the Celanese Corporation 2004 Stock Incentive Plan (the “Prior Plan”). In accordance with the undertakings contained in the Registration Statement, the Company is filing this Amendment to deregister 194,376 shares of Series A common stock, par value $0.0001 per share (the “Common Stock”) previously registered under the Registration Statement that remained available for grant under the Prior Plan as of March 6, 2009. The 194,376 shares deregistered by this Amendment are concurrently being registered on a registration statement on Form S-8 for the Celanese Corporation 2009 Global Incentive Plan, which became effective on March 6, 2009 and was approved by the Company’s shareholders (the “New Plan”). As of March 6, 2009, 8,622,472 shares of Common Stock remained subject to outstanding awards previously granted under the Prior Plan. The Registration Statement will remain in effect to cover the potential exercise of such outstanding awards granted under the Prior Plan. In the event any of these 8,622,472 shares are not issued in connection with the Prior Plan, such as when a currently outstanding award granted under the Prior Plan is cancelled without being exercised, such shares will be available for issuance in connection with the New Plan. -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of 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 Dallas, State of Texas, on this 23rd day of April, 2009. CELANESE CORPORATION (Registrant) By: /s/ David N. Weidman David N. Weidman Chairman of the Board of Directors and Chief Executive Officer (Principal executive officer) -------------------------------------------------------------------------------- We, the undersigned officers and directors of Celanese Corporation, do hereby constitute and appoint David N. Weidman and Steven M. Sterin, and each of them acting alone, our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents may deem necessary or advisable to enable said Registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this post-effective amendment and the registration statement to which it relates, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) and supplements hereto and we do hereby ratify and confirm all that said attorneys and agents shall do or cause to be done or have done or caused to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this post-effective amendment has been signed below by the following persons in the capacities and on the date indicated. Name Title Date /s/ David N. Weidman Chairman of the Board of April 23, 2009 Directors and David N. Weidman Chief Executive Officer (Principal Executive Officer) /s/ Steven M. Sterin Senior Vice President and April 23, 2009 Chief Financial Officer Steven M. Sterin (Principal Financial Officer) /s/ Christopher W. Jensen Vice President and Corporate April 23, 2009 Controller Christopher W. Jensen (Principal Accounting Officer) /s/ James E. Barlett Director April 23, 2009 James E. Barlett /s/ David F. Hoffmeister Director April 23, 2009 David F. Hoffmeister /s/ Martin G. McGuinn Director April 23, 2009 Martin G. McGuinn /s/ Paul H. O’Neill Director April 23, 2009 Paul H. O’Neill /s/ Mark C. Rohr Director April 23, 2009 Mark C. Rohr /s/ Daniel S. Sanders Director April 23, 2009 Daniel S. Sanders -------------------------------------------------------------------------------- Name Title Date /s/ Farah M. Walters Director April 23, 2009 Farah M. Walters /s/ John K. Wulff Director April 23, 2009 John K. Wulff