S-8 POS 1 a19-18075_1s8pos.htm S-8 POS

 

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,

 

 

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

 

Executive Vice President,

 

Chief Legal Officer

 

and Corporate Secretary

 

Fortis Inc.

 

Fortis Place, Suite 1100

 

5 Springdale Street

 

St. John’s, Newfoundland and Labrador, Canada

 

A1E 0E4

 

(709) 737-2800

 

 


 

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

 

 

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.

 

 

 

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.

 

Name

 

 

Title

 

Date

 

 

 

 

 

 

*

 

 

President and Chief Executive Officer, Director

 

September 3, 2019

Barry V. Perry

 

 

(Principal Executive Officer)

 

 

 

 

 

 

 

 

/s/ Jocelyn H. Perry

 

 

Executive Vice President, Chief Financial Officer

 

September 3, 2019

Jocelyn H. Perry

 

 

(Principal Financial Officer and Accounting Officer)

 

 

 

 

 

 

 

 

*

 

 

Chair of the Board of Directors

 

September 3, 2019

Douglas J. Haughey

 

 

 

 

 

 

 

 

 

 

 

*

 

 

Director

 

September 3, 2019

Tracey C. Ball

 

 

 

 

 

 

 

 

 

 

 

*

 

 

Director

 

September 3, 2019

Pierre J. Blouin

 

 

 

 

 

 

 

 

 

 

 

*

 

 

Director

 

September 3, 2019

Paul J. Bonavia

 

 

 

 

 

 

 

 

 

 

 

*

 

 

Director

 

September 3, 2019

Lawrence T. Borgard

 

 

 

 

 

 

 

 

 

 

 

*

 

 

Director

 

September 3, 2019

Maura J. Clark

 

 

 

 

 

 

 

 

 

 

 

*

 

 

Director

 

September 3, 2019

Margarita K. Dilley

 

 

 

 

 

 

 

 

 

 

 

*

 

 

Director

 

September 3, 2019

Julie A. Dobson

 

 

 

 

 

 

 

 

 

 

 

*

 

 

Director

 

September 3, 2019

Ida J. Goodreau

 

 

 

 

 

 

 

 

 

 

 

*

 

 

Director

 

September 3, 2019

Joseph. L. Welch

 

 

 

 

 

 

 

 

 

 

 

*

 

 

Director

 

September 3, 2019

Jo Mark Zurel

 

 

 

 

 

 

* By:

/s/ Jocelyn H. Perry

 

Name:

Jocelyn H. Perry

 

Title:

Attorney-in-Fact

 

 


 

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.

 

 

 

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

 

 

 

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

 

Articles of Continuance of Fortis Inc. (incorporated by reference to Exhibit 3.1 to the Corporation’s Registration Statement on Form F-4 filed with the Commission on March 17, 2016)

4.2

 

Bylaws of Fortis Inc. (incorporated by reference to Exhibit 3.2 to the Corporation’s Registration Statement on Form F-4 filed with the Commission on March 17, 2016)

4.3

 

Form of Specimen Common Share Certificate (incorporated by reference to Exhibit 4.1 to the Corporation’s Registration Statement on Form F-4 filed with the Commission on March 17, 2016)

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

 

Second Amendment to the Tucson Electric Power Company 401(k) Plan, dated as of October 30, 2018 (filed herewith)

4.7

 

Third Amendment to the Tucson Electric Power Company 401(k) Plan, dated as of June 20, 2019 (filed herewith)

23.1

 

Consent of Deloitte LLP*

23.2

 

Consent of Ernst & Young LLP*

24.1

 

Power of Attorney*

 


* Previously filed.