As filed with the Securities and Exchange Commission on December 16, 2011
Registration No. 333-112035
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
MDU RESOURCES GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 41-0423660 (I.R.S. Employer Identification Number) |
1200 West Century Avenue
P.O. Box 5650
Bismarck, North Dakota 58506-5650
(Address of principal executive offices, including zip code)
MDU RESOURCES GROUP, INC.
1998 OPTION AWARD PROGRAM
(Full title of the plan)
Terry D. Hildestad President and Chief Executive Officer MDU Resources Group, Inc. 1200 West Century Avenue Bismarck, North Dakota 58506-5650 (701) 530-1000 | Doran N. Schwartz Vice President and Chief Financial Officer MDU Resources Group, Inc. 1200 West Century Avenue Bismarck, North Dakota 58506-5650 (701) 530-1000 | Elizabeth W. Powers, Esq. Dewey & LeBoeuf LLP 1301 Avenue of the Americas New York, New York 10019 (212) 259-8000 |
(Name, address and telephone number, including area code, of agents 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. (Check one):
| Large accelerated filer | þ | | Accelerated filer | o |
| Non-accelerated filer | o | | Smaller reporting company | o |
DEREGISTRATION OF SECURITIES
MDU Resources Group, Inc. filed a registration statement on Form S-8, Registration No. 333-112035, with the Securities and Exchange Commission on January 21 2004, to register 1,500,000 shares of common stock, par value $1.00 per share, to be issued from time to time upon the exercise of stock options granted pursuant to the 1998 Option Award Program. No stock options are outstanding, and the board of directors of the company terminated the plan effective November 17, 2011. The company is filing this post-effective amendment to remove from registration 1,037,923 shares of common stock that remain unsold at the date hereof, after giving effect to a stock split that occurred on July 26, 2006.
POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature appears below hereby appoints the agents for service named on the cover of this post-effective amendment to the registration statement, and each of them severally, as his/her attorney-in-fact to sign in his/her name and behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission, any and all post-effective amendments to the registration statement, and the registrant hereby also appoints each such agent for service as its attorney-in-fact with like authority to sign and file any such amendment in its name and behalf.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, 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 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bismarck, State of North Dakota, on the 16th day of December, 2011.
| | MDU RESOURCES GROUP, INC. | |
| | | | |
| | By: | /s/ Terry D. Hildestad | |
| | | Terry D. Hildestad | |
| | | President and Chief Executive Officer | |
| | | | |
Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date |
| | | |
| /s/ Terry D. Hildestad | Chief Executive Officer and Director | December 16, 2011 |
Terry D. Hildestad (President and Chief Executive Officer) |
| /s/ Doran N. Schwartz | Chief Financial Officer | December 16, 2011 |
Doran N. Schwartz (Vice President and Chief Financial Officer) |
| /s/ Nicole A. Kivisto | Chief Accounting Officer | December 16, 2011 |
Nicole A. Kivisto (Vice President, Controller and Chief Accounting Officer) |
| /s/ Harry J. Pearce | Director | December 16, 2011 |
Harry J. Pearce (Chairman of the Board) |
| /s/ Thomas Everist | Director | December 16, 2011 |
Thomas Everist |
| /s/ Karen B. Fagg | Director | December 16, 2011 |
Karen B. Fagg |
| /s/ A. Bart Holaday | Director | December 16, 2011 |
A. Bart Holaday |
| /s/ Dennis W. Johnson | Director | December 16, 2011 |
Dennis W. Johnson |
| /s/ Thomas C. Knudson | Director | December 16, 2011 |
Thomas C. Knudson |
| /s/ Richard H. Lewis | Director | December 16, 2011 |
Richard H. Lewis |
| /s/ Patricia L. Moss | Director | December 16, 2011 |
Patricia L. Moss |
| /s/ John K. Wilson | Director | December 16, 2011 |
| John K. Wilson |
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