As
filed with the Securities and Exchange Commission on July 27, 2009
Registration No. 333-32008
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
CSX CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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| Virginia
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62-1051971 |
| (State or Other Jurisdiction of
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(I.R.S. Employer |
| Incorporation or Organization)
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Identification No.) |
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| 500 Water Street, 15th Floor, Jacksonville, Florida
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32202 |
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(Zip Code) |
Greenbrier Savings and Investment Plan and Trust
(Full Title of the Plan)
Ellen M. Fitzsimmons, Esq.
Senior Vice President-Law
General Counsel and Corporate Secretary
CSX Corporation
500 Water Street
Jacksonville, Florida 32202
(Name and Address of Agent for Service)
904-359-7611
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Steven Kaplan, Esq.
Arnold & Porter LLP
555 Twelfth Street, NW
Washington, DC 20004
(202) 942-5998
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):
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| Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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DEREGISTRATION OF SECURITIES
Pursuant to a Registration Statement on Form S-8 (File No. 333-32008) under the Securities Act
of 1933, as amended, CSX Corporation (the “Corporation”) registered for sale to eligible employees
pursuant to the Greenbrier Savings and Investment Plan and Trust (the “Plan”) shares of the
Corporation’s Common Stock and interests of participation in the plan. The Plan has terminated.
Accordingly, all of the securities registered for sale under the Plan that remain unsold are hereby
deregistered pursuant to the Corporation’s undertakings in the Registration Statement identified
above.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Jacksonville, State of
Florida, on July 25, 2009.
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CSX CORPORATION
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| Date: July 25, 2009 |
By: |
/s/ Carolyn T. Sizemore |
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Carolyn T. Sizemore, Vice President and Controller |
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(Duly Authorized Representative) |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.
1 has been signed by the following persons in the capacities indicated on July 24, 2009.
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Chairman, President, Chief Executive Officer and |
/s/ Michael J. Ward
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Director |
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(Principal Executive Officer) |
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/s/ Oscar Munoz
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Executive Vice President and Chief Financial Officer |
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(Principal Financial Officer) |
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/s/ Carolyn T. Sizemore
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Vice President and Controller |
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(Principal Accounting Officer) |
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/s/ Alexandre Behring |
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Director |
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/s/ John B. Breaux |
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Director |
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/s/ Steven T. Halverson |
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Director |
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/s/ Edward J. Kelly, III |
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Director |
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/s/ Gilbert Lamphere |
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Director |