As filed with the Securities and Exchange
Commission on August 4, 2017
Registration No. 333-191146
Registration No. 333-123341
Registration No. 333-32917
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective
Amendment No. 1 To:
FORM
S-8 REGISTRATION STATEMENT NO. 333-191146
Post-Effective
Amendment No. 3 To:
FORM
S-8 REGISTRATION STATEMENT NO. 333-123341
Post-effective
amendment no. 2 to:
Form s-8 registration statement no. 333-32917
UNDER THE SECURITIES ACT OF 1933
GAS NATURAL INC.
(Exact name of registrant as specified
in its charter)
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Ohio
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27-3003768
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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1375 East Ninth Street, Suite 3100
Cleveland, Ohio 44114
800-570-5688
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
James E. Sprague
Chief Financial Officer and Vice President
1375 East Ninth Street, Suite 3100
Cleveland, Ohio 44114
800-570-5688
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the
public:
Not applicable.
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:
¨
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment plans, check the following box:
¨
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering.
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If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
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If this Form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box.
¨
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filter, 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):
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Large accelerated filer
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Accelerated filer
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x
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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DEREGISTRATION OF SECURITIES
These post-effective
amendments relate to the following Registration Statements of Gas Natural Inc., an Ohio corporation (the “Company”),
on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (“SEC”):
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·
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Registration Statement No. 333-191146, originally filed with the
SEC on September 13, 2013, registering 500,000 shares of common stock, par value $0.15 per share (the “Common Stock”),
of the Company under the Gas Natural Inc. 2012 Incentive and Equity Award Plan;
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·
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Registration Statement No. 333-123341, originally filed with the
SEC on March 16, 2005, as amended on August 6, 2009, as amended on July 16, 2010, registering 200,000 shares of Common Stock under
the Gas Natural Inc. 2002 Stock Option Plan; and
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·
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Registration Statement No. 333-32917, originally filed with the SEC
on August 6, 1997, as amended on August 6, 2009, registering 100,000 shares of Common Stock under the Energy, Inc. Deferred Compensation
Plan for Directors.
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On August 4, 2017, pursuant
to an Agreement and Plan of Merger, dated as of October 8, 2016 (the “Merger Agreement”), by and among the Company,
FR Bison Holdings, Inc., a Delaware corporation (“Parent”), and FR Bison Merger Sub, Inc., an Ohio corporation and
a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”),
with the Company surviving the Merger as a wholly owned subsidiary of Parent.
As a result of the
Merger, the Company has terminated all offerings of the Company’s securities pursuant to its existing registration statements
under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with undertakings made by the
Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities
that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration
all of such securities of the Company registered but unsold under the Registration Statements, if any. Each Registration Statement
is hereby amended, as appropriate, to reflect the deregistration of such securities.
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 these Post-Effective Amendments to the Registration Statements described above to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on August 4, 2017. No other
person is required to sign these Post-Effective Amendments to the Registration Statements described above in reliance on Rule 478
of the Securities Act of 1933, as amended.
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GAS NATURAL INC.
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By:
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/s/ James E. Sprague
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James E. Sprague
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Chief Financial Officer and Vice President
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(Principal Financial Officer)
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