UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

GenOn Energy, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		76-0655566
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
1000 Main Street Houston, Texas		77002
(Address of Principal Executive Offices)		(Zip Code)

GenOn Energy, Inc. 2002 Long-Term Incentive Plan
(Full title of the plan)

Michael L. Jines
Executive Vice President,
General Counsel and Corporate Secretary
and Chief Compliance Officer
RRI Energy, Inc.
1000 Main Street
Houston, Texas 77002
(Name and address of agent for service)

(832) 357-3000
(Telephone number, including area code, of agent for service)

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

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-86612) (the “Registration Statement”) initially filed with the Securities and Exchange Commission on April 19, 2002 by GenOn Energy, Inc., formerly RRI Energy, Inc. (the “Registrant”), a Delaware corporation, is being filed to deregister all unsold shares of common stock of the Registrant, par value $0.001 per share (“Common Stock”), and associated Series A preferred share purchase rights (the “Rights”) that were originally reserved for issuance under the GenOn Energy, Inc. 2002 Long-Term Incentive Plan.

On December 3, 2010, pursuant to an Agreement and Plan of Merger dated as of April 11, 2010 (the “Merger Agreement”), RRI Energy Holdings, Inc., a wholly owned subsidiary of the Registrant, merged with and into Mirant Corporation (“Mirant”), with Mirant continuing as the surviving entity and a direct wholly-owned subsidiary of the Registrant (the “Merger”). In connection with the Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration Statement. In accordance with the undertaking contained in the Registration Statement, the Registrant hereby removes from registration, by means of this Post-Effective Amendment No. 1 to the Registration Statement, any of the Common Stock and Rights registered that remain unsold under the Registration Statement as of the date hereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on December 3, 2010.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Edward R. Muller   Edward R. Muller		Chairman and Chief Executive Officer		December 3, 2010
/s/ J. William Holden III   J. William Holden III		Executive Vice President and Chief Financial Officer  (Principal Financial Officer)		December 3, 2010
/s/ Thomas C. Livengood   Thomas C. Livengood		Senior Vice President and Controller  (Principal Accounting Officer)		December 3, 2010
/s/ E. William Barnett   E. William Barnett		Director		December 3, 2010
/s/ Terry G. Dallas   Terry G. Dallas		Director		December 3, 2010
/s/ Mark M. Jacobs   Mark M. Jacobs		Director		December 3, 2010
/s/ Thomas H. Johnson   Thomas H. Johnson		Director		December 3, 2010
/s/ Steven L. Miller   Steven L. Miller		Director		December 3, 2010
/s/ Edward R. Muller   Edward R. Muller		Director		December 3, 2010
/s/ Robert C. Murray   Robert C. Murray		Director		December 3, 2010
/s/ Laree E. Perez   Laree E. Perez		Director		December 3, 2010
/s/ Evan J. Silverstein   Evan J. Silverstein		Director		December 3, 2010
/s/ William L. Thacker   William L. Thacker		Director		December 3, 2010