As filed with the Securities and Exchange Commission on June 29, 2015
| Registration No. 333-195989 |
| Registration No. 333-168540 |
| Registration No. 333-150312 |
| Registration No. 333-150311 |
| Registration No. 333-140912 |
| Registration No. 333-127890 |
| Registration No. 333-127889 |
| Registration No. 333-81134 |
| Registration No. 333-71992 |
| Registration No. 333-71990 |
| Registration No. 333-93193 |
| Registration No. 333-63101 |
| Registration No. 033-65167-01 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-195989
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-168540
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-150312
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-150311
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-140912
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-127890
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-127889
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-81134
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-71992
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-71990
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-93193
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-63101
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 033-65167-01
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTEGRYS ENERGY GROUP, INC.
(Exact name of Registrant as specified in its charter)
Wisconsin |
| 39-1775292 |
231 West Michigan Street
Milwaukee, Wisconsin 53201
(414) 221-2345
(Address Of Principal Executive Offices)
Integrys Energy Group, Inc. 2014 Omnibus Incentive Compensation Plan
Integrys Energy Group, Inc. 2010 Omnibus Incentive Compensation Plan
Integrys Energy Group, Inc. 2007 Omnibus Incentive Compensation Plan
Integrys Energy Group, Inc. Deferred Compensation Plan
Peoples Energy Corporation Directors Stock and Option Plan
Peoples Energy Corporation 1990 Long-Term Incentive Compensation Plan
WPS Resources Corporation 2005 Omnibus Incentive Compensation Plan
WPS Resources Corporation Deferred Compensation Plan
WPS Resources Corporation Omnibus Incentive Compensation Plan
WPS Resources Corporation Non-Employee Director Deferred Compensation and Deferred Stock Unit Plan
WPS Resources Corporation 1999 Stock Option Plan
WPS Resources Corporation 1999 Non-Employee Directors Stock Option Plan
(Full titles of the plans)
Susan H. Martin
Integrys Holding, Inc.
231 West Michigan Street
Milwaukee, Wisconsin 53201
(414) 221-2345
(Name and address, telephone number, including area code, of agent for service)
With copies to:
Rodd M. Schreiber
Skadden, Arps, Slate, Meagher & Flom LLP
155 N. Wacker Dr.
Chicago, Illinois 60606
(312) 407-0700
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 x |
| Accelerated filer o |
|
|
|
Non-accelerated filer o |
| Smaller reporting company o |
(do not check if a smaller reporting company) |
|
|
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
Integrys Holding, Inc., a Wisconsin corporation (the “Successor”), as successor by merger to Integrys Energy Group, Inc., a Wisconsin corporation (f/k/a WPS Resources Corporation) (the “Company”), is filing these post-effective amendments related to the following Registration Statements of the Company on Form S-8 (collectively, the “Registration Statements”) filed by the Company with the Securities and Exchange Commission (the “SEC”):
1. |
| Registration Statement 333-195989, registering 3,000,000 shares of common stock, par value $1.00 per share of the Company (the “Common Stock”) issuable under the Integrys Energy Group, Inc. 2014 Omnibus Incentive Compensation Plan, which was filed with the SEC and became effective on May 15, 2014. |
|
|
|
2. |
| Registration Statement 333-168540, registering 3,000,000 shares of Common Stock issuable under the Integrys Energy Group, Inc. 2010 Omnibus Incentive Compensation Plan, which was filed with the SEC and became effective on August 5, 2010. |
|
|
|
3. |
| Registration Statement 333-150312, registering 3,500,000 shares of Common Stock issuable under the Integrys Energy Group, Inc. 2007 Omnibus Incentive Compensation Plan, which was filed with the SEC and became effective on April 18, 2008. |
|
|
|
4. |
| Registration Statement 333-150311, registering 700,000 shares of Common Stock issuable under the Integrys Energy Group, Inc. Deferred Compensation Plan, which was filed with the SEC and became effective on April 18, 2008. |
|
|
|
5. |
| Registration Statement 333-140912, registering 383,295 shares of Common Stock issuable under the Peoples Energy Corporation Directors Stock and Option Plan and the Peoples Energy Corporation 1990 Long-Term Incentive Compensation Plan, which was filed with the SEC and became effective on February 26, 2007. |
|
|
|
6. |
| Registration Statement 333-127890, registering 1,600,000 shares of Common Stock and common stock purchase rights issuable under the WPS Resources Corporation 2005 Omnibus Incentive Compensation Plan, which was filed with the SEC and became effective on August 26, 2005. |
|
|
|
7. |
| Registration Statement 333-127889, registering 448,000 shares of Common Stock and common stock purchase rights issuable under the WPS Resources Corporation Deferred Compensation Plan, which was filed with the SEC and became effective on August 26, 2005. |
|
|
|
8. |
| Registration Statement 333-81134, registering 2,000,000 shares of Common Stock issuable under the WPS Resources Corporation Omnibus Incentive Compensation Plan, which was filed with the SEC and became effective January 22, 2002. |
9. |
| Registration Statement 333-71992, registering 30,000 shares of Common Stock issuable under the WPS Resources Corporation Non-Employee Director Deferred Compensation and Deferred Stock Unit Plan and $1,000,000 in deferred compensation obligations, which was filed with the SEC and became effective on October 22, 2001. |
|
|
|
10. |
| Registration Statement 333-71990, registering 62,000 shares of Common Stock issuable under the WPS Resources Corporation Deferred Compensation Plan and $5,300,000 in deferred compensation obligations, which was filed with the SEC and became effective on October 22, 2001. |
|
|
|
11. |
| Registration Statement 333-93193, registering 1,600,000 shares of Common Stock and purchase rights issuable under the WPS Resources Corporation 1999 Stock Option Plan and the WPS Resources Corporation 1999 Non-Employee Directors Stock Option Plan, which was filed with the SEC and became effective on December 21, 1999. |
|
|
|
12. |
| Registration Statement 333-63101, registering 180,000 shares of Common Stock issuable under the WPS Resources Corporation Deferred Compensation Plan and $10,450,000 in deferred compensation obligations, which was filed with the SEC and became effective on September 9, 1998. |
|
|
|
13. |
| Registration Statement 033-65167-01, registering 30,000 shares of Common Stock issuable under the WPS Resources Corporation Deferred Compensation Plan and $5,890,000 in deferred compensation obligations, which was filed with the SEC and became effective on December 19, 1995. |
On June 29, 2015, pursuant to that certain Agreement and Plan of Merger, dated as of June 22, 2014 (the “Merger Agreement”), by and among the Company, the Successor, WEC Acquisition Corp., a Wisconsin corporation (“Initial Merger Sub”), and WEC Energy Group, Inc. (f/k/a Wisconsin Energy Corporation), a Wisconsin corporation and the sole stockholder of the Successor (“Parent”), (i) Initial Merger Sub merged with and into the Company (the “Initial Merger”), with the Company surviving the Initial Merger as a wholly owned subsidiary of Parent, and (ii) immediately after the effective time of the Initial Merger, the Company merged with and into the Successor (the “Subsequent Merger”), with the Successor surviving the Subsequent Merger as a wholly owned subsidiary of Parent. As a result of the transactions contemplated by the Merger Agreement, the Successor has terminated all offerings of the Company’s securities pursuant to the Registration Statements.
Accordingly, the Successor hereby terminates the effectiveness of the Registration Statements and, by means of the post-effective amendments, removes from registration any and all securities of the Company that had been registered for issuance but remain unsold under the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the Registrant has duly caused these post-effective amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on June 29, 2015.
| INTEGRYS HOLDING, INC. (as successor by merger to Integrys Energy Group, Inc.) | |
|
| |
|
| |
| By: | /s/ Scott J. Lauber |
|
| Scott J. Lauber |
|
| Vice President and Treasurer |
