As filed with the Securities and Exchange Commission on April 14, 2010 |
Registration No. 333-146822
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
POST EFFECTIVE AMENDMENT NO. 2
TO
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_______________
NV Energy, Inc.
(Exact name of registrant as specified in its charter)
_______________
NEVADA
(State or other jurisdiction of incorporation or organization)
_______________
88-0198358
(I.R.S. Employer Identification No.)
_______________
6226 West Sahara Avenue
Las Vegas, Nevada 89146
(702) 402-5000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
_______________
NV Energy, Inc. Amended and Restated Employee Stock Purchase Plan
NV Energy, Inc. 2003 Non-Employee Director Stock Plan
NV Energy, Inc. Executive Long-Term Incentive Plan
(Full title of the plan)
_______________
Paul J. Kaleta, Esq.
Senior Vice President, General Counsel and Shared Services, Corporate Secretary
NV Energy, Inc.
6226 West Sahara Drive
Las Vegas, Nevada 89146
(702) 402-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
James A. McDaniel, Esq.
Choate, Hall & Stewart LLP
Two International Place
Boston, Massachusetts 02110
(617) 248-5000
EXPLANATORY STATEMENT
NV Energy, Inc. is filing this Post-Effective Amendment No. 2 to its Registration Statement on Form S-8 (No. 333-146822) to update Exhibit 99.1 (NV Energy, Inc. Amended and Restated Employee Stock Purchase Plan), in Part II, Item 8 of this Registration Statement.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
See Index to Exhibits preceding the Exhibits included as part of this registration statement.
SIGNATURES
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 No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on April 14, 2010.
NV ENERGY, INC. | ||||
By: /s/ E. Kevin Bethel | ||||
E. Kevin Bethel | ||||
Interim Chief Financial Officer and Treasurer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature | Title | Date | ||
/s/ * | Director, Chief Executive Officer | April 14, 2010 | ||
Michael W. Yackira | and President (Principal Executive | |||
Officer) | ||||
/s/ E. Kevin Bethel | Chief Accounting Officer | April 14, 2010 | ||
E. Kevin Bethel | (Principal Accounting Officer) | |||
Interim Chief Financial Officer | ||||
(Principal Financial Officer) | ||||
Signature | Title | Date | ||
/s/ * | Chairman of the Board | April 14, 2010 | ||
Philip G. Satre | ||||
Director | ||||
Joseph B. Anderson, Jr. | ||||
/s/ * | Director | April 14, 2010 | ||
Glenn C. Christenson | ||||
Director | ||||
Susan F. Clark | ||||
/s/ * | Director | April 14, 2010 | ||
Theodore J. Day | ||||
Director | ||||
Stephen F. Frank | ||||
/s/ * | Director | April 14, 2010 | ||
Brian J. Kennedy | ||||
Director | ||||
Maureen T. Mullarkey | ||||
/s/ * | Director | April 14, 2010 | ||
John F. O’Reilly | ||||
/s/ * | Director | April 14, 2010 | ||
Donald D. Snyder | ||||
/s/ Paul J. Kaleta | Attorney –In-Fact | April 14, 2010 | ||
Paul J. Kaleta | ||||
INDEX TO EXHIBITS
Exhibit Number | Description |
4.1 | Restated and Amended Articles of Incorporation of NV Energy, Inc., dated May 1, 2009 (filed as Exhibit 3.1 to Form 10-Q for quarter ended June 30, 2009) |
4.2 | By-laws of NV Energy, Inc., as amended through May 1, 2009 (filed as Exhibit 3.1 to Form 10-Q for quarter ended June 30, 2009) |
5.1 | Opinion of Choate, Hall & Stewart LLP (filed as Exhibit 5.1 to Form S-8 dated October 19, 2007) |
5.2 | Opinion of Woodburn and Wedge (filed as Exhibit 5.2 to Form S-8 dated October 19, 2007) |
23.1 | Consent of Deloitte & Touche LLP (filed as Exhibit 23.1 to Form S-8 dated October 19, 2007) |
23.2 | Consent of Choate, Hall & Stewart LLP (filed as Exhibit 23.2 to Form S-8 dated October 19, 2007) |
23.3 | Consent of Woodburn & Wedge (filed as Exhibit 23.3 to Form S-8 dated October 19, 2007) |
24.1 | Powers of Attorney (filed as Exhibit 24.1 to Form S-8 dated October 19, 2007) |
*99.1 | NV Energy, Inc. Amended and Restated Employee Stock Purchase Plan |
99.2 | NV Energy, Inc. 2003 Non-Employee Director Plan, as amended (filed as Exhibit 99.2 to Form S-8 dated October 19, 2007) |
99.3 | NV Energy, Inc. 2004 Executive Long-Term Incentive Plan (filed as Appendix A to 2004 Proxy Statement) |
* Filed herewith.