As
filed
with the Securities and Exchange Commission on February 9, 2006
Registration
No. 333-68086
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
KESTREL
ENERGY, INC.
(Exact
name of registrant as specified in its charter)
Colorado
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84-0772451
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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1726
Cole
Boulevard, Suite 210
Lakewood,
Colorado 80401
(303)
295-0344
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
Kestrel
Energy, Inc.
Stock
Option Plan
____________________
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With
copies to:
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TIMOTHY
L. HOOPS
President
Kestrel
Energy, Inc.
1726
Cole Boulevard, Suite 210
Lakewood,
Colorado 80401
(303)
295-0344
(303)
295-1961 Fax
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S.
LEE TERRY, JR., ESQ.
Davis
Graham & Stubbs LLP
1550
17th
Street, Suite 500
Denver,
Colorado 80202
(303)
892-9400
(303)
893-1379 Fax
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(Names,
addresses, including zip codes, and telephone numbers, including area codes,
of
agent for service)
DEREGISTRATION
OF UNSOLD SECURITIES
This
Post-Effective Amendment No. 1 relates to the Registration Statement on Form
S-8
(File No. 333-68086) (the “Registration Statement”) of Kestrel Energy, Inc. (the
“Company”) pertaining to up to 350,000 shares of the Company’s no par value
common stock, under the Company’s Stock Option Plan, which was filed with the
Securities and Exchange Commission and became effective on August 21, 2001.
As
of December 15, 2005, all 350,000 shares previously registered under the
Registration Statement had not been issued.
On
August
24, 2005, the Company filed a Form 15 with the Commission to effect the
deregistration of its common stock. In accordance with the undertaking made
by
the Company in the Registration Statement to remove from registration, by means
of a post-effective amendment, any of the securities registered under the
Registration Statement that remain unsold at the termination of the offering,
the Company hereby removes from registration the securities of the Company
registered but unsold under the Registration Statement.
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-3 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 Lakewood, State of Colorado, on the 8th day of December, 2005.
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KESTREL
ENERGY, INC.
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By:
/s/ Timothy L.
Hoops
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Timothy L. Hopps, President and
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Chief Executive Officer
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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 and on the
dates indicated:
Signatures
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Title
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Date
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/s/
Timothy L. Hoops
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President,
Chief Executive
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December
8, 2005
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Timothy
L. Hoops |
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Officer,
Principal Executive Officer, Principal Financial and Accounting Officer
and Director
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/s/
Robert J. Pett
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Chairman
of the Board
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December
8, 2005
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Robert
J. Pett |
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/s/
John T. Kopcheff
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Director
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December
8, 2005
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John
T. Kopcheff |
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Director
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December
_, 2005
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Kenneth
W. Nickerson |
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Director
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December
_, 2005
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Mark
A.E. Syropoulo |
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/s/
Neil T. MacLachlan
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Director
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December
8, 2005
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Neil
T. MacLachlan
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