As filed with the Securities and Exchange Commission on January 4, 2017
Registration No. 2-53621
Registration No. 2-67598
Registration No. 33-34807
Registration No. 333-130075
Registration No. 333-130076
Registration No. 333-197981
Registration No. 333-197982
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO.
2-53621
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO.
2-67598
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-
34807
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-
130075
POST-EFFECTIVE AMENDMENT NO.
1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-
130076
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-
197981
POST-EFFECTIVE AMENDMENT NO.
1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-
197982
UNDER
THE SECURITIES ACT OF 1933
THE EMPIRE DISTRICT ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
|
Kansas
|
|
44-0236370
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Employee Stock Purchase Plan
2006 Stock Incentive Plan
2015 Stock Incentive Plan
(Full title of the plan)
Bradley P. Beecher
President and Chief Executive Officer
The Empire District Electric Company
602 S. Joplin Avenue
Joplin, Missouri 64801
(Name and address of agent for service)
(417) 625-5100
(Telephone number, including area code, of agent for service)
with copies to:
|
Michael A. Sherman, Esq.
Cahill Gordon & Reindel LLP
80 Pine Street
New York, New York 10005
(212) 701-3000
|
Chauncey M. Lane, Esq.
Husch Blackwell LLP
2001 Ross Avenue, Suite 2000
Dallas, Texas 75201
(214) 999-6100
|
Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act:
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
(do not check if a smaller reporting company)
|
|
Smaller reporting company
o
|
EXPLANATORY NOTE
The Empire District Electric Company (the “Registrant”) is filing this Post-Effective Amendment to the Registration Statements on Form S-8 listed below (collectively, the “Prior Registration Statements”) to deregister all securities that were previously registered and remain unsold or otherwise unissued under the (i) Employee Stock Purchase Plan, (ii) 2006 Stock Incentive Plan and (iii) 2015 Stock Incentive Plan, as the case may be, and for which the Prior Registration Statements had remained in effect.
1.
Registration Statement Number 2-53621 filed on May 8, 1975.
2.
Registration Statement Number 2-67598 filed on April 30, 1980.
3.
Registration Statement Number 33-34807 filed on May 9, 1990.
4.
Registration Statement Number 333-130075 filed on December 1, 2005.
5.
Registration Statement Number 333-130076 filed on December 1, 2005.
6.
Registration Statement Number 333-197981 filed on August 8, 2014.
7.
Registration Statement Number 333-197982 filed on August 8, 2014.
Pursuant to an Agreement and Plan of Merger, dated as of February 9, 2016, by and among the Registrant, Liberty Utilities (Central) Co. (“Liberty Central”) (an indirect subsidiary of Algonquin Power & Utilities Corp. (“Algonquin”)) and Liberty Sub Corp. (“Merger Sub”), a wholly owned direct subsidiary of Liberty Central, Merger Sub will merge with and into the Registrant, and the Registrant will survive the merger and become a wholly-owned direct subsidiary of Liberty Central (the “Merger”). As a result of the Merger, the Registrant has terminated the offering of its securities pursuant to the Prior Registration Statements. In accordance with undertakings made by the Registrant in the Prior Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that were registered for issuance that remain unsold at the termination of the offering, the Registrant hereby removes from registration all of such securities of the Registrant registered but unsold under the Prior Registration Statements.
2