As filed with the Securities and Exchange Commission on July 23, 2015
Registration No. 333-190575
UNITED STATES
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
QEP MIDSTREAM PARTNERS, LP
(Exact name of registrant as specified in its charter)
QEP Midstream Partners, LP Long-Term Incentive Plan
(Full title of the plan)
Delaware | 80-0918184 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
Charles S. Parrish | ||
Vice President and General Counsel | ||
19100 Ridgewood Pkwy | 19100 Ridgewood Pkwy | |
San Antonio, Texas 78259-1828 | San Antonio, Texas 78259-1828 | |
(210) 626-6000 | (210) 626-6000 | |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | (Name, address, including zip code, and telephone number, including area code, of agent for service) |
With a copy to:
Norton Rose Fulbright US LLP
2200 Ross Avenue, Suite 3600
Dallas, Texas 75201
Attention: Daryl Lansdale, Bryn A. Sappington
Telephone: (214) 855-8000
Telecopy: (214) 855-8200
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 | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
DEREGISTRATION OF SECURITIES
On August 12, 2013, QEP Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), filed a registration statement on Form S-8 (Registration No. 333-190575) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”), which was deemed effective upon filing. The Registration Statement registered the offer and sale of 5,341,000 common units representing limited partner interests in the Partnership issuable pursuant to the Partnership’s Long-Term Incentive Plan (collectively, the “Registered Securities”).
Pursuant to the Agreement and Plan of Merger, dated as of April 6, 2015, by and among Tesoro Logistics LP (“TLLP”), Tesoro Logistics GP, LLC , which is the general partner of TLLP, TLLP Merger Sub LLC (“MergerCo”), which is a wholly owned subsidiary of TLLP, the Partnership, QEP Field Services, LLC and QEP Midstream Partners GP, LLC, which is the general partner of the Partnership, MergerCo merged with and into the Partnership, with the Partnership surviving the merger as a wholly owned subsidiary of TLLP, on July 22, 2015 (the “Merger”).
In connection with the Merger, as of the date hereof, the offer and sale of the Registered Securities is terminated, and in accordance with an undertaking made by the Partnership in the Registration Statement, the Partnership hereby removes from registration by means of this Post-Effective Amendment No. 1 any of the Registered Securities which remain unsold under the Registration Statement as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, QEP Midstream Partners, LP 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 San Antonio, State of Texas, on July 23, 2015.
QEP MIDSTREAM PARTNERS, LP | ||||
By: | QEP Midstream Partners GP, LLC, its general partner | |||
By: | /s/ Gregory J. Goff | |||
Name: | Gregory J. Goff | |||
Title: | Chairman of the Board of Directors and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated on July 23, 2015.
Name | Title (at QEP Midstream Partners GP, LLC) | |
/s/ Gregory J. Goff Gregory J. Goff | Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) | |
/s/ Steven M. Sterin Steven M. Sterin | Director, Vice President and Chief Financial Officer (Principal Financial Officer) | |
/s/ Phillip M. Anderson Phillip M. Anderson | Director and President | |
/s/ Charles S. Parrish Charles S. Parrish | Director, Vice President, General Counsel, and Secretary | |
/s/ Keith Casey Keith Casey | Director | |
/s/ Gregory C. King Gregory C. King | Director | |
/s/ Susan O. Rheney Susan O. Rheney | Director | |
/s/ Don A. Turkleson Don A. Turkleson | Director |