As Filed with the Securities and Exchange Commission on November 7, 2008
Registration No. 333- .
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-3
Registration Statement Under the Securities Act of 1933
___________________
MGE ENERGY, INC.
(Exact name of registrant as specified in its charter)
Wisconsin | 39-2040501 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
133 South Blair Street
Madison, Wisconsin 53703
(608) 252-7000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Terry A. Hanson, Vice President, Chief Financial Officer and Secretary
Jeffrey C. Newman, Vice President and Treasurer
MGE Energy, Inc.
133 South Blair Street
Madison, Wisconsin 53703
(608) 252-7000
(Name, address, including zip code, and telephone number, including area code, of agents for service)
___________________
Copy to:
Richard W. Astle
Sidley Austin LLP
One South Dearborn Street
Chicago, Illinois 60603
___________________
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined by market conditions and other factors.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]
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. [X]
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. [ ]
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. [ ]
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. [X]
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction 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. [ ]
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 [X]
Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
Smaller reporting company [ ]
___________________
CALCULATION OF REGISTRATION FEE
|
| Proposed Maximum | Proposed Maximum |
|
Common Stock, par value $1 per share |
|
|
| $2,102.75 |
(1)
An indeterminate number of shares of common stock to be offered at indeterminate prices is being registered.
(2)
In reliance on and in accordance with Rules 456(b) and 457(r), the registrant is deferring payment of a portion of the registration fee. The registrant is paying a registration fee with respect to the offering of shares of its common stock under the prospectus included herein related to its Direct Stock Purchase and Dividend Reinvestment Plan, which was calculated as follows:
Title of Each Class of Securities to Be Registered | Amount to be Registered | Proposed Maximum Offering Price Per Unit (a) | Proposed Maximum Aggregate Offering Price (a) | Amount of Registration Fee(a) |
Common Stock, par value $1 per share | 1,500,000 shares | $35.67 | $53,505,000 | $2,102.75 |
(a) The registration fee was calculated pursuant to Rule 457(c) based upon average of the high ($36.29) and low ($35.04) sales prices of the registrant's common stock as reported on the Nasdaq National Market on November 3, 2008.
ii
EXPLANATORY NOTE
This registration statement contains the following prospectuses:
·
a prospectus to be used in the offer and sale of shares of common stock pursuant to the Direct Stock Purchase and Dividend Reinvestment Plan; and
·
a prospectus to be used in other offers and sales of shares of common stock.
The registrant plans to offer and sell, from time to time, an indeterminate amount of securities registered pursuant to this registration statement. Decisions as to the timing or size of any such offering will be made from time to time based on market conditions and other factors.
iii
