S-8 POS 1 a08-18356_13s8pos.htm S-8 POS

As filed with the Securities and Exchange Commission on July 15, 2008

Registration No.  033-45525

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

POST-EFFECTIVE AMENDMENT NO. 1

TO REGISTRATION STATEMENT ON

 

FORM S-8

 

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 


 

Aquila, Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

44-0541877

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 


 

20 West Ninth Street

Kansas City, Missouri  64105

(816) 421-6600

(Address, Including Zip Code, and Telephone Number, Including Area Code,

of Registrant’s Principal Executive Offices)

 


 

UTILICORP UNITED INC. 1986 STOCK INCENTIVE PLAN

(Full title of the Plans)

 

Mark G. English

General Counsel and Assistant Corporate Secretary

Great Plains Energy Incorporated

1201 Walnut Street

Kansas City, Missouri 64106-2124

(816) 556-2200

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

 

 



 

DEREGISTRATION OF UNSOLD SECURITIES

 

On July 14, 2008, Aquila Inc., a Delaware corporation (the “Registrant”), consummated a merger transaction (the “Merger”) pursuant to an Agreement and Plan of Merger, dated as of February 6, 2007 (the “Merger Agreement”), in which Great Plains Energy Incorporated (the “Parent”), acquired all the outstanding shares of the Registrant. As a result of the Merger, the common stock, par value $1.00 per share of the Registrant (“Aquila Common Stock”), ceased to trade on The New York Stock Exchange and became eligible for delisting from The New York Stock Exchange and termination of registration pursuant to Section 12(g)(4) and Rule 12h-3 of the Securities Exchange Act of 1934, as amended.  Pursuant to the Merger Agreement, upon the consummation of the Merger, each share of Aquila Common Stock outstanding at the effective time of the Merger (the “Effective Date”) converted into the right to receive 0.0856 shares of the Parent common stock and a cash payment of $1.80.  As a result of the Merger, the Company became a wholly-owned subsidiary of the Parent.  In addition, each outstanding option to purchase shares of Aquila Common Stock became an option to purchase shares of Parent common stock.  There are no longer outstanding options to purchase shares of Aquila Common Stock.

 

The Registrant is filing this post-effective amendment to deregister certain securities originally registered pursuant to Form S-8 Registration Statement No. 033-45525, filed on February 5, 1992, pursuant to which the Registrant registered 1,000,000 shares of Aquila Common Stock, for issuance under the UtiliCorp United Inc. 1986 Stock Incentive Plan.

 

As a result of the consummation of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of the Company’s securities pursuant to the above referenced Registration Statement. Accordingly, pursuant to the undertakings contained in such Registration Statement to remove from registration, by means of a Post-Effective Amendment, any of the securities being registered which remain unsold at the termination of the offerings, the Company is filing this Post-Effective Amendment to this Registration Statement to deregister all the shares of the Company’s common stock registered and reserved for issuance under such Registration Statement which remained unissued as of the Effective Date.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended and Rule 478 thereunder, the Registrant has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri, on the 15th day of July, 2008.

 

 

AQUILA, INC.

 

 

 

 

 

 

By:

/s/ William H. Downey

 

 

Name:

William H. Downey

 

 

Title:

President and Chief Executive Officer

 

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/ William H. Downey

 

President and Chief Executive

 

July 15, 2008

 

William H. Downey

 

Officer and Director (Principal

 

 

 

 

 

Executive Officer)

 

 

 

 

 

 

 

 

 

/s/ Terry Bassham

 

Chief Financial Officer

 

July 15, 2008

 

Terry Bassham

 

(Principal Financial Officer)

 

 

 

 

 

 

 

 

 

/s/ Lori A. Wright

 

Controller

 

July 15, 2008

 

Lori A. Wright

 

(Principal Accounting Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 *

 

Director

 

July 15, 2008

 

David L. Bodde

 

 

 

 

 

 

 

 

 

 

 

/s/ Michael J. Chesser

 

Chairman of the Board

 

July 15, 2008

 

Michael J. Chesser

 

 

 

 

 

 

 

 

 

 

 

 *

 

Director

 

July 15, 2008

 

Mark A. Ernst

 

 

 

 

 

 

 

 

 

 

 

 *

 

Director

 

July 15, 2008

 

Randall C. Ferguson, Jr.

 

 

 

 

 

 

 

 

 

 

 

 *

 

Director

 

July 15, 2008

 

Luis A. Jimenez

 

 

 

 

 

 

 

 

 

 

 

 *

 

Director

 

July 15, 2008

 

James A. Mitchell

 

 

 

 

 

 

 

 

 

 

 

 *

 

Director

 

July 15, 2008

 

William C. Nelson

 

 

 

 

 

 

 

 

 

 

 

 *

 

Director

 

July 15, 2008

 

Linda H. Talbott

 

 

 

 

 

*By:

/s/ Michael J. Chesser

 

 

Michael J. Chesser

 

 

Attorney-in-Fact

 

 

3



 

EXHIBIT INDEX

 

Exhibit

 

 

Number

 

Description

 

 

 

24.1

 

Powers of Attorney.

 

4