As filed with the Securities and Exchange Commission on January 22, 2008

Registration No. 333- __________

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

CVR ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware				61-1512186
(State or other jurisdiction of				(I.R.S. Employer
incorporation or organization)				Identification Number)

2277 Plaza Drive, Suite 500
Sugar Land, Texas 77479
Tel: (281) 207-3200
(Address, including Zip Code, and telephone number, including area code, of
registrant’s principal executive offices)

(Full title of the plan)

John J. Lipinski
President and Chief Executive Officer
CVR Energy, Inc.
2277 Plaza Drive, Suite 500
Sugar Land, Texas 77479
(281) 207-3200
(Name, Address, including Zip Code, and telephone number, including area code, of agent for service)

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

 

 

PART I

     The documents containing information specified by Part I of this Registration Statement will be sent or given to participants in the Plan as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be filed with the SEC but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.

     References to “us,” “our,” “we” and “the Registrant” shall mean CVR Energy, Inc., a Delaware corporation.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The SEC allows us to “incorporate by reference” information into this Registration Statement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this Registration Statement, and later information that we file with the SEC will automatically update this Registration Statement. We incorporate by reference the documents listed below:

	a.		The Registrant’s prospectus as filed on October 24, 2007 pursuant to Rule 424(b) of the Securities Act, which contains the Registrant’s audited financial statements for the fiscal year ended December 31, 2006;
	b.		The Registrant’s 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 Registrant’s quarterly report on Form 10-Q, filed on December 6, 2007;
	d.		The Registrant’s current reports on Form 8-K, filed on November 21, 2007, December 14, 2007, January 7, 2008 and January 7, 2008.

     In addition, any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.

     Any statement contained in any document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed incorporated document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     Not applicable.

Item 6. Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act.

     As permitted by the Delaware General Corporation Law, our Certificate of Incorporation includes a provision that eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty as a director, except for liability:

	•		for any breach of the director’s 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.

     As permitted by the Delaware General Corporation Law, our Bylaws provide that:

	•		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.

     The Registrant may enter into Indemnity Agreements with each of its current directors and officers to give these directors and officers additional contractual assurances regarding the scope of the indemnification set forth in the Registrant’s Certificate of Incorporation and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving a director, officer or employee of the Registrant regarding which indemnification is sought, nor is the Registrant aware of any threatened litigation that may result in claims for indemnification.

     The indemnification provisions in the Registrant’s Certificate of Incorporation and Bylaws and any Indemnity Agreements entered into between the Registrant and each of its directors and officers may be sufficiently broad to permit indemnification of the Registrant’s directors and officers for liabilities arising under the Securities Act.

     CVR Energy, Inc. and its subsidiaries are covered by liability insurance policies which indemnify their directors and officers against loss arising from claims by reason of their legal liability for acts as such directors, officers or trustees, subject to limitations and conditions as set forth in the policies.

     The underwriting agreement entered into among the Registrant and the underwriters in connection with the initial public offering of our shares contains indemnification and contribution provisions.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

Exhibit No.		Description of Exhibit
3.1		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”)).
3.2		Amended and Restated Bylaws of CVR Energy, Inc. (incorporated by reference to Exhibit 10.2 of our 10-Q).
4.1		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of our Registration Statement on Form S-1 (File No. 333-137588)).
5.1*		Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP regarding the legality of the securities being registered.
10.1		CVR Energy, Inc. 2007 Long Term Incentive Plan (incorporated by reference to Exhibit 10.13 of our 10-Q).
23.1*		Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.2		Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1).
24.1*		Power of Attorney (included on the signature page included in this Part II).

Item 9. Undertakings

     (a)     The undersigned Registrant hereby undertakes:

     (1)     To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

     (i)     To include any prospectus required by section 10(a)(3) of the Securities Act;

     (ii)     To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

     (iii)     To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if this Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to

section 13 or section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

     (2)     That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3)     To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (b)     The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c)     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Sugar Land, State of Texas, on January 22, 2008.

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that each director of CVR ENERGY, INC. whose signature appears below constitutes and appoints John J. Lipinski, James T. Rens and Edmund S. Gross and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and all documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done with respect to this Registration Statement, including post-effective amendments, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature		Title		Date
/s/ John J. Lipinski   John J. Lipinski		Chairman of the Board of Directors, Chief Executive Officer and President (Principal Executive Officer)		January 22, 2008
/s/ James T. Rens   James T. Rens		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		January 22, 2008
/s/ Wesley Clark   Wesley Clark		Director		January 22, 2008
/s/ Scott L. Lebovitz   Scott L. Lebovitz		Director		January 22, 2008
/s/ Regis B. Lippert   Regis B. Lippert		Director		January 22, 2008
/s/ George E. Matelich   George E. Matelich		Director		January 22, 2008
/s/ Stanley de J. Osborne   Stanley de J. Osborne		Director		January 22, 2008

Signature		Title		Date
/s/ Kenneth A. Pontarelli   Kenneth A. Pontarelli		Director		January 22, 2008
/s/ Mark Tomkins   Mark Tomkins		Director		January 22, 2008

Index to Exhibits

Exhibit No.		Description of Exhibit
3.1		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”)).
3.2		Amended and Restated Bylaws of CVR Energy, Inc. (incorporated by reference to Exhibit 10.2 of our 10-Q).
4.1		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of our Registration Statement on Form S-1 (File No. 333-137588)).
5.1*		Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP regarding the legality of the securities being registered.
10.1		CVR Energy, Inc. 2007 Long Term Incentive Plan (incorporated by reference to Exhibit 10.13 of our 10-Q).
23.1*		Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.2		Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1).
24.1*		Power of Attorney (included on the signature page included in this Part II).

Exhibit 5.1

		Direct Line: 212.859.8000
		Fax: 212.859.4000
		January 22, 2008

CVR Energy, Inc.
2277 Plaza Drive
Sugar Land, TX 77479

RE:

Registration Statement on Form S-8

Ladies and Gentlemen:

     We are acting as special counsel to CVR Energy, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (together with any amendments thereto, the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to an aggregate of 7,482,500 shares (the “Shares”), which may be awarded pursuant to the Company’s 2007 Long Term Incentive Plan (the “LTIP”). With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon. In connection with this opinion, we have (i) investigated such questions of law, (ii) examined originals or certified, conformed or reproduction copies of such agreements, instruments, documents and records of the Company, such certificates of public officials and such other documents, and (iii) received such information from officers and representatives of the Company and others as we have deemed necessary or appropriate for the purposes of this opinion. In all such examinations, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, representations and warranties contained in documents and certificates and oral or written statements and other information of or from representatives of the Company and others and assume compliance on the part of all parties to the documents with their covenants and agreements contained therein. We also have assumed that any future changes to the terms and conditions of the LTIP will be duly authorized by the Company and will comply with all applicable laws.

     Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares have been duly authorized and, when issued and paid for in accordance with the provisions of the LTIP, will be validly issued, fully paid and non-assessable.

     The opinion expressed herein is limited to the General Corporation Law of Delaware, applicable provisions of the Constitution of Delaware, in each case as currently in effect, and the reported judicial decisions interpreting the General Corporation Law of Delaware and the Constitution of Delaware.

     The opinion expressed herein is given as of the date hereof, and we undertake no obligation to supplement this letter if any applicable laws change after the date hereof or if we become aware of any facts that might change the opinion expressed herein after the date hereof or for any other reason.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
CVR Energy, Inc.

We consent to the incorporation by reference in this Registration Statement on Form S-8 of CVR Energy, Inc. of our report dated March 19, 2007 except as to note 1, which is as of October 16, 2007, with respect to the consolidated financial statements of CVR Energy, Inc. (the Registrant), which collectively refers to the consolidated balance sheets as of December 31, 2005 and 2006 of Coffeyville Acquisition LLC and subsidiaries (the Successor), and the related consolidated statements of operations, equity and cash flows for the former Farmland Industries, inc. (Farmland) Petroleum Division and one facility within Farmland’s eight-plant Nitrogen Fertilizer Manufacturing and Marketing Division (collectively, Original Predecessor) for the 62-day period ended March 2, 2004 and for Coffeyville Group holdings, LLC and subsidiaries, excluding Leiber holdings, LLC, as discussed in note 1 to the consolidated financial statements (the Immediate Predecessor) for the 304-day period ended December 31, 2004 and for the 174-day period ended June 23, 2005 and for the Successor for the 233-day period ended December 31, 2005 and for the year ended December 31, 2006, which report is contained in the prospectus, dated October 22, 2007, of CVR Energy, Inc. (the Prospectus) and to the reference to our firm under the headings “Summary Consolidated Financial Information,” “Selected Historical Consolidated Financial Data,” and “Experts” in such Prospectus.

Our report dated March 19, 2007 except as to note 1, which is as of October 16, 2007 contains an explanatory paragraph that states that as discussed in note 1 to the consolidated financial statements, effective March 3, 2004, the Immediate Predecessor acquired the net assets of the Original Predecessor in a business combination accounted for a purchase, and effective June 24, 2005, the Successor acquired the net assets of the Immediate Predecessor in a business combination accounted for as a purchase. As a result of these acquisitions, the consolidated financial statements for the periods after the acquisitions are presented on a different cost basis than that for the periods before the acquisitions and, therefore, are not comparable. Our report dated March 19, 2007 except as to note 1, which is as of October 16, 2007 also contains an emphasis paragraph that states that as discussed in note 3 to the consolidated financial statements, Farmland allocated certain general corporate expense and interest expense to the Original Predecessor for the 62-day period ended March 2, 2004. The allocation of these costs is not necessarily indicative of the costs that would have been incurred if the Predecessor had operated as a stand-alone entity.

/s/ KPMG LLP

Kansas City, Missouri
January 22, 2008