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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)
     
Virginia   62-1051971
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification No.)
     
500 Water Street, 15th Floor, Jacksonville, Florida   32202
(Address of Principal Executive Offices)   (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):
             
Large accelerated filer þ   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
        (Do not check if a smaller reporting company)    
 
 

 


 

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.
         
  CSX CORPORATION
 
 
Date: July 25, 2009  By:   /s/ Carolyn T. Sizemore   
    Carolyn T. Sizemore, Vice President and Controller   
    (Duly Authorized Representative)   
 
     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.
     
Signature   Title
 
   
 
  Chairman, President, Chief Executive Officer and
/s/ Michael J. Ward
  Director
 
Michael J. Ward
  (Principal Executive Officer)
 
   
/s/ Oscar Munoz
  Executive Vice President and Chief Financial Officer
 
Oscar Munoz
  (Principal Financial Officer)
 
   
/s/ Carolyn T. Sizemore
  Vice President and Controller
 
Carolyn T. Sizemore
  (Principal Accounting Officer)
 
   
/s/ Alexandre Behring
   
 
Alexandre Behring
  Director
 
   
/s/ John B. Breaux
   
 
John B. Breaux
  Director
 
   
/s/ Steven T. Halverson
   
 
Steven T. Halverson
  Director
 
   
/s/ Edward J. Kelly, III
   
 
Edward J. Kelly, III
  Director
 
   
/s/ Gilbert Lamphere
   
 
Gilbert Lamphere
  Director

 


 

     
Signature   Title
 
   
/s/ John D. McPherson
   
 
John D. McPherson
  Director
 
   
/s/ Timothy O’Toole
   
 
Timothy O’Toole
  Director
 
   
/s/ David M. Ratcliffe
   
 
David M. Ratcliffe
  Director
 
   
/s/ Donald J. Shepard
   
 
Donald J. Shepard
  Director
         
* By:
  /s/ Ellen M. Fitzsimmons
 
Ellen M. Fitzsimmons
   
 
  Attorney-in-fact    

 


 

         
INDEX OF EXHIBITS
24.1     Powers of Attorney (filed herewith)