Table of Contents
As filed with the Securities and Exchange Commission on December 22, 2008
Registration No. 333-76138
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
SECURITIES ACT OF 1933
Piedmont Natural Gas Company, Inc.
(Exact name of Registrant as specified in its Charter)
North Carolina | 56-0556998 | |
(State or other Jurisdiction of | (I.R.S. Employer Identification No.) | |
Incorporation or Organization) | ||
4720 Piedmont Row Drive | ||
Charlotte, North Carolina | 28210 | |
(Address of principal executive offices) | (Zip Code) |
Piedmont Natural Gas Company, Inc. 401(k) Salary Investment Plan
(Full title of the Plan)
(Full title of the Plan)
Jane Lewis-Raymond
Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
4720 Piedmont Row Drive
Charlotte, North Carolina 28210
(Name and Address of Agent for Service)
Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
4720 Piedmont Row Drive
Charlotte, North Carolina 28210
(Name and Address of Agent for Service)
(704) 364-3120
(Telephone Number, Including Area Code, of Agent for Service)
(Telephone Number, Including Area Code, of Agent 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. 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 filerþ | Accelerated filero | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting companyo |
TABLE OF CONTENTS
EXPLANATORY NOTE | ||||||||
SIGNATURES |
Table of Contents
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) to Registration Statement on Form S-8, No. 333-76138 (the “Registration Statement”) of Piedmont Natural Gas Company, Inc. (the “Company” or the “Registrant”) is being filed to terminate the effectiveness of the Registration Statement and to deregister all unsold securities (including an indeterminate amount of plan interests and the 10,000 shares of the Registrant’s Common Stock) reserved for issuance and registered for sale through the Piedmont Natural Gas Company, Inc. 401(k) Salary Investment Plan (the “Plan”). The Registrant merged the Plan with and into the Piedmont Natural Gas Company, Inc. 401(k) Payroll Investment Plan and no longer offers its securities through the Plan. The Registrant is filing this Post-Effective Amendment in accordance with the undertaking in the Registration Statement to terminate the effectiveness of the Registration Statement and to remove from registration all securities that remain unsold at the termination of the offering through the Plan.
Table of Contents
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. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on December 19, 2008.
PIEDMONT NATURAL GAS COMPANY, INC. | ||||
By: | /s/ David J. Dzuricky | |||
David J. Dzuricky | ||||
Senior Vice President and Chief Financial Officer | ||||
The Plan.Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit 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 Charlotte, State of North Carolina, on December 19, 2008.
Piedmont Natural Gas Company, Inc. 401(k) Salary Investment Plan | ||||
By: | /s/ Kevin M. O’Hara | |||
Kevin M. O’Hara | ||||
Senior Vice President — Corporate and Community Affairs | ||||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registrant Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Thomas E. Skains | Chairman of the Board, President and Chief Executive Officer (principal executive officer) | December 19, 2008 | ||
/s/ David J. Dzuricky | Senior Vice President and Chief Financial Officer (principal financial officer) | December 19, 2008 | ||
/s/ Jose M. Simon | Vice President and Controller (principal accounting officer) | December 19, 2008 | ||
/s/ Jerry W. Amos | Director | December 19, 2008 |
2
Table of Contents
Signature | Title | Date | ||
/s/ E. James Burton | Director | December 19, 2008 | ||
/s/ Malcolm E. Everett III | Director | December 19, 2008 | ||
/s/ John W. Harris | Director | December 19, 2008 | ||
/s/ Aubrey B. Harwell, Jr. | Director | November 18, 2008 | ||
/s/ Frank B. Holding, Jr. | Director | December 19, 2008 | ||
/s/ Frankie T. Jones, Sr. | Director | November 21, 2008 | ||
/s/ Vicki McElreath | Director | December 19, 2008 | ||
/s/ Minor M. Shaw | Director | November 23, 2008 | ||
/s/ Muriel W. Sheubrooks | Director | December 19, 2008 | ||
/s/ David E. Shi | Director | December 19, 2008 |
3