As filed with the Securities and Exchange Commission on September 3, 2019
Registration No. 333-226663
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
FORTIS INC.
(Exact name of registrant as specified in its charter)
Newfoundland and Labrador, |
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Canada |
| 98-0352146 |
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
Fortis Place, Suite 1100
5 Springdale Street
St. John’s, Newfoundland and Labrador
Canada A1E 0E4
(709) 737-2800
(Address, Including Zip Code, of Principal Executive Offices)
Tucson Electric Power Company 401(k) Plan
(Full title of plan)
FortisUS Inc.
c/o The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
(302) 658-7581
(Name, address and telephone number, including area code of agent for service)
with copies to:
James R. Reid |
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Executive Vice President, |
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Chief Legal Officer |
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and Corporate Secretary |
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Fortis Inc. |
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Fortis Place, Suite 1100 |
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5 Springdale Street |
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St. John’s, Newfoundland and Labrador, Canada |
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A1E 0E4 |
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(709) 737-2800 |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x |
| Accelerated filer o |
Non-accelerated filer o |
| Smaller reporting company o |
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| Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the “Amendment”) to that certain Registration Statement No. 333-226663 on Form S-8 filed with the Commission on August 8, 2018 (the “Original Registration Statement”) is being filed by Fortis Inc. (the “Corporation”) in accordance with Rule 462(d) under the Securities Act of 1933, as amended, solely to add the following exhibits: (i) Exhibit 4.6, the Second Amendment to the Tucson Electric Power Company 401(k) Plan, dated as of October 30, 2018; and (ii) Exhibit 4.7, the Third Amendment to the Tucson Electric Power Company 401(k) Plan, dated as of June 20, 2019. The Original Registration Statement is hereby amended to add Exhibit 4.6 and Exhibit 4.7 as exhibits to the Registration Statement. Except as described herein, this Amendment does not update, amend or modify any other information, statement or disclosure contained in the Original Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The Exhibit Index attached to this Amendment which is incorporated herein by reference as the list of exhibits.
[THE NEXT PAGE IS THE SIGNATURE PAGE]
SIGNATURES
The Registrant. 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. John’s, Province of Newfoundland and Labrador, Country of Canada, on September 3, 2019.
| FORTIS INC. | |
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| By: | /s/ Jocelyn H. Perry |
| Name: | Jocelyn H. Perry |
| Title: | Executive Vice President, Chief Financial Officer |
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.
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| President and Chief Executive Officer, Director |
| September 3, 2019 |
Barry V. Perry |
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| (Principal Executive Officer) |
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/s/ Jocelyn H. Perry |
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| Executive Vice President, Chief Financial Officer |
| September 3, 2019 |
Jocelyn H. Perry |
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| (Principal Financial Officer and Accounting Officer) |
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* |
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| Chair of the Board of Directors |
| September 3, 2019 |
Douglas J. Haughey |
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| Director |
| September 3, 2019 |
Tracey C. Ball |
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| Director |
| September 3, 2019 |
Pierre J. Blouin |
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| Director |
| September 3, 2019 |
Paul J. Bonavia |
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| Director |
| September 3, 2019 |
Lawrence T. Borgard |
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| Director |
| September 3, 2019 |
Maura J. Clark |
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| Director |
| September 3, 2019 |
Margarita K. Dilley |
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| Director |
| September 3, 2019 |
Julie A. Dobson |
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| Director |
| September 3, 2019 |
Ida J. Goodreau |
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| Director |
| September 3, 2019 |
Joseph. L. Welch |
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| Director |
| September 3, 2019 |
Jo Mark Zurel |
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* By: | /s/ Jocelyn H. Perry |
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Name: | Jocelyn H. Perry |
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Title: | Attorney-in-Fact |
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Post-Effective Amendment No. 1 to the Registration Statement, solely in the capacity of the duly authorized representative of Fortis Inc. in the United States, on this 3rd day of September, 2019.
| FORTISUS INC. | |
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| By: | /s/ Regan P. O’Dea |
| Name: | Regan P. O’Dea |
| Title: | Vice President, General Counsel |
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the Plan) have duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tucson, State of Arizona, on September 3, 2019.
| TUCSON ELECTRIC POWER COMPANY 401(K) PLAN | |
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| By: | /s/ David G. Hutchens |
| Name: | David G. Hutchens |
| Title: | President and Chief Executive Officer of UNS Energy Corporation and Executive Vice President, Western Utility Operations of Fortis Inc. |
Exhibit Index
Exhibit |
| Description |
4.1 |
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4.2 |
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4.3 |
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4.4 |
| Tucson Electric Power Company 401(k) Plan, as amended and restated, effective as of January 1, 2015* |
4.5 |
| First Amendment to the Tucson Electric Power Company 401(k) Plan effective as of September 4, 2018* |
4.6 |
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4.7 |
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23.1 |
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23.2 |
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24.1 |
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* Previously filed.