As filed with the Securities and Exchange Commission on March 3, 2009
Registration No. 333-38317
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 2
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MERCER INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
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Washington
(State or other jurisdiction of
incorporation or organization)
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47-0956945
(I.R.S. Employer
Identification Number) |
Suite 2840, 650 West Georgia Street
Vancouver, British Columbia
Canada, V6B 4N8
(604) 684-1099
(Address, including zip code, and telephone number, including area code, of registrants office)
AMENDED AND RESTATED 1992 NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)
David M. Gandossi
Mercer International Inc.
Suite 2840, 650 West Georgia Street
Vancouver, British Columbia
Canada, V6B 4N8
(604) 684-1099
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public: From time to time after the
effective date of this registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
If any of the securities being registered on this form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the following box. o
If this form is filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same
offering. o
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective
amendment thereto that shall become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act, check the following box: o
If this form is a post-effective amendment to a registration statement filed pursuant to General
Information I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. o
TABLE OF CONTENTS
DEREGISTRATION OF SECURITIES
On October 21, 1997, Mercer International Inc. (the Registrant) filed with the Securities and
Exchange Commission a registration statement on Form S-8, as amended (Registration No. 333-38317)
(the Registration Statement). In accordance with the undertaking contained in the Registration
Statement to remove from registration, by means of a post-effective amendment, any of the
securities registered under the Registration Statement which remain unsold at the termination of
the offering, the Registrant hereby removes from registration all securities of the Registrant
registered under the Registration Statement which remain unsold as of the termination of the
offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused
this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Vancouver, British Columbia, Canada on
March 3, 2009.
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MERCER INTERNATIONAL INC.
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By: |
/s/ Jimmy S.H. Lee
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Name: |
Jimmy S.H. Lee |
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Title: |
Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.
2 to the Registration Statement has been signed by the following persons in the capacities and on
the dates indicated.
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Signature: |
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Title: |
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Date: |
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/s/ Jimmy S.H. Lee
Jimmy S.H. Lee
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Chief Executive Officer
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March 3, 2009 |
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/s/ David M. Gandossi
David M. Gandossi
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Chief Financial Officer
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March 3, 2009 |
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/s/ Guy W. Adams
Guy W. Adams
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Director
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March 3, 2009 |
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/s/ Eric Lauritzen
Eric Lauritzen
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Director
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March 3, 2009 |
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/s/ William D. McCartney
William D. McCartney
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Director
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March 3, 2009 |
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/s/ Graeme A. Witts
Graeme A. Witts
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Director
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March 3, 2009 |
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/s/ Kenneth A. Shields
Kenneth A. Shields
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Director
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March 3, 2009 |
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/s/ George Malpass
George Malpass
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Director
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March 3, 2009 |