As filed with the Securities and Exchange Commission on February 3, 2015
Registration No. 333-139324
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
THE SECURITIES ACT OF 1933
(Exact Name of Registrant as Specified in Its Charter)
|(State of Incorporation)||(I.R.S. Employer Identification No.)|
2121 11th Street West
Saskatoon, Saskatchewan, Canada S7M 1J3
(Address of Principal Executive Offices) (Zip Code)
Cameco Corporation Employee Share Ownership Plan
for Employees of Non-Canadian Participating Affiliates
(Full Title of the Plan)
James Dobchuk, Cameco Inc.
One Southwest Crossing, Suite 210, 11095 Viking Drive
Eden Prairie, Minnesota, USA, 55344
Telephone: (952) 941-2470
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
With Copies To:
|Sandra W. Cohen, Esq.||Sean Quinn|
|Osler, Hoskin & Harcourt LLP||Senior Vice-President,|
|620 8th Avenue, 36th Floor||Chief Legal Officer and Corporate Secretary|
|New York, New York 10018||Cameco Corporation|
|(212) 991-2508||2121 11th Street West|
|Saskatoon, SK S7M 1J3|
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.
|Large accelerated filer||þ||Accelerated filer||¨|
|Non-accelerated filer||¨||Smaller Reporting Company||¨|
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (Post-Effective Amendment) relates to Registration Statement No. 333-139324, registering 125,000 shares (Common Shares) of common stock of Cameco Corporation (the Company), under the Cameco Corporation Employee Share Ownership Plan for Employees of Non-Canadian Participating Affiliates.
The Company has terminated the offering of the Companys securities pursuant to its Registration Statement described above. In accordance with the undertakings made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, the Company hereby removes from registration any and all securities of the Company registered that remain unsold under the Registration Statement as of the date of this Post-Effective Amendment.
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 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Province of Saskatchewan, Canada, on February 3, 2015.
|Sean A. Quinn|
|Name:||Sean A. Quinn|
Senior Vice-President, Chief Legal Officer and
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.