As filed with the Securities and Exchange Commission on January 5, 2017
Registration No. 333-145783
Registration No. 333-126736
Registration No. 333-111034
Registration No. 333-98729
Registration No. 333-35556
Registration No. 333-31267
Registration No. 33-58135
Registration No. 33-35637
Registration No. 33-28350
Registration No. 33-5713
Registration No. 2-83661
Registration No. 33-11029
Registration No. 33-19068
Registration No. 333-31223
Registration No. 333-106762
Registration No. 333-147952
Registration No. 33-35737
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-145783
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-126736
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-111034
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-98729
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-35556
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-31267
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-58135
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-35637
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT NO. 33-28350
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 33-5713
POST-EFFECTIVE AMENDMENT NO. 4 TO FORM S-8 REGISTRATION STATEMENT NO. 2-83661
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-11029
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 33-19068
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-31223
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-106762
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-147952
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-35737
UNDER
THE SECURITIES ACT OF 1933
Southwest Gas Corporation
(Exact name of registrant as specified in its charter)
| California | 88-0085720 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| Incorporation or organization) | Identification No.) |
5241 Spring Mountain Road
P.O. Box 98510
Las Vegas, Nevada 89193-8510
(Address of principal executive offices)
Southwest Gas Corporation Employees’ Investment Plan
1982 Incentive Stock Option Plan for Key Employees of Nevada Savings and Loan Association
Employees’ 401(k) Plan of Nevada Savings and Loan Association
Employees’ 401(k) Plan of Primerit Bank, Federal Savings Plan
Southwest Gas Corporation 1996 Stock Incentive Plan
Southwest Gas Corporation 2002 Stock Incentive Plan
Southwest Gas Corporation Management Incentive Plan
Southwest Gas Corporation 2006 Restricted Stock/Unit Plan
(Full title of the Plan)
KAREN S. HALLER
Senior Vice President/General Counsel and Corporate Secretary
Southwest Gas Corporation
5241 Spring Mountain Road
P.O. Box 98510
Las Vegas, Nevada 89193-8510
(Name and address of agent for service)
(702) 876-7237
(Telephone number, including area code, of agent for service)
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to all Registration Statements on Form S-8, including all post-effective amendments thereto, of Southwest Gas Corporation (the “Registrant” or the “Company”), including but not limited to the following Registration Statements on Form S-8 (collectively, the “Covered Registration Statements”), with the exception of the Excluded Registration Statements (as defined below), and is being filed to deregister all securities of the Registrant that had been registered for issuance on the Covered Registration Statements that remain unsold under such Covered Registration Statements:
| • | File No. 333-145783 pertaining to the registration of 750,000 shares of common stock of the Registrant, par value $1.00 per share, (the “Common Stock”) issuable under the Southwest Gas Corporation Employees’ Investment Plan. |
| • | File No. 333-126736 pertaining to the registration of 750,000 shares of Common Stock issuable under the Southwest Gas Corporation Employees’ Investment Plan. |
| • | File No. 333-111034 pertaining to the registration of 600,000 shares of Common Stock issuable under the Southwest Gas Corporation Employees’ Investment Plan. |
| • | File No. 333-98729 pertaining to the registration of 400,000 shares of Common Stock issuable under the Southwest Gas Corporation Employees’ Investment Plan. |
| • | File No. 333-35556 pertaining to the registration of 400,000 shares of Common Stock issuable under the Southwest Gas Corporation Employees’ Investment Plan. |
| • | File No. 333-31267 pertaining to the registration of 400,000 shares of Common Stock issuable under the Southwest Gas Corporation Employees’ Investment Plan. |
| • | File No. 33-58135 pertaining to the registration of 800,000 shares of Common Stock issuable under the Southwest Gas Corporation Employees’ Investment Plan. |
| • | File No. 33-35637 pertaining to the registration of 800,000 shares of Common Stock issuable under the Southwest Gas Corporation Employees’ Investment Plan. |
| • | File No. 33-28350 pertaining to the registration of 300,000 shares of Common Stock issuable under the Southwest Gas Corporation Employees’ Investment Plan. |
| • | File No. 33-5713 pertaining to the registration of 300,000 shares of Common Stock issuable under the Southwest Gas Corporation Employees’ Investment Plan. |
| • | File No. 2-83661 pertaining to the registration of 300,000 shares of Common Stock issuable under the Southwest Gas Corporation Employees’ Investment Plan. |
| • | File No. 33-11029 pertaining to the registration of 132,907 shares of Common Stock issuable under the 1982 Incentive Stock Option Plan for Key Employees of Nevada Savings and Loan Association. |
| • | File No. 33-19068 pertaining to the registration of 15,000 shares of Common Stock issuable under the Employees’ 401(k) Plan of Nevada Savings and Loan Association. |
| • | File No. 333-31223 pertaining to the registration of 1,500,000 shares of Common Stock issuable under the Southwest Gas Corporation 1996 Stock Incentive Plan. |
| • | File No. 333-106762 pertaining to the registration of 1,500,000 shares of Common Stock issuable under the Southwest Gas Corporation 2002 Stock Incentive Plan. |
| • | File No. 333-147952 pertaining to the registration of 512,825 shares of Common Stock issuable under the Southwest Gas Corporation Management Incentive Plan and 400,000 shares of Common Stock issuable under the Southwest Gas Corporation 2006 Restricted Stock/Unit Plan. |
| • | File No. 33-35737 pertaining to the registration of 100,000 shares of Common Stock issuable under the Employees’ 401(k) Plan of Primerit Bank, Federal Savings Plan. |
On January 1, 2017, the Registrant implemented a holding company reorganization (the “Reorganization”) pursuant to the Agreement and Plan of Merger, dated as of December 28, 2016, by and among the Registrant, Southwest Gas Holdings, Inc. (“HoldCo”) and Southwest Reorganization Co. (“MergerSub”) and the Plan of Reorganization dated as of December 28, 2016, by and among the Company, HoldCo, MergerSub and Southwest Gas Utility Group, Inc. in accordance with the California Corporations Code. As a result of the Reorganization, the Registrant became a wholly owned subsidiary of HoldCo, and HoldCo became the successor issuer to the Registrant pursuant to Rule 12g-3 under the Securities Exchange Act of 1934, as amended. In the Reorganization, each share of the issued and outstanding common stock of the Registrant was converted automatically into one share of common stock of HoldCo.
This Post-Effective Amendment does not relate to the following Registration Statements on Form S-8 (the “Excluded Registration Statements”), which have been adopted by HoldCo in accordance with Rule 414(d) under the Securities Act of 1933, as amended:
| • | File No. 333-215145 as filed with the Commission on December 16, 2016 pertaining to the registration of 1,000,000 shares of Common Stock issuable under the Southwest Gas Corporation Employees’ Investment Plan. |
| • | File No. 333-155581 as filed with the Commission on November 21, 2008 pertaining to the registration of 1,000,000 shares of Common Stock issuable under the Southwest Gas Corporation Employees’ Investment Plan. |
| • | File No. 333-200835 as filed with the Commission on December 10, 2014 pertaining to the registration of 750,000 shares of Common Stock issuable under the Southwest Gas Corporation Management Incentive Plan. |
| • | File No. 333-168731as filed with the Commission on August 10, 2010 pertaining to the registration of 500,000 shares of Common Stock issuable under the Southwest Gas Corporation Management Incentive Plan. |
| • | File No. 333-215150 as filed with the Commission on December 16, 2016 pertaining to the registration of 400,000 shares of Common Stock issuable under the Southwest Gas Corporation 2006 Restricted Stock/Unit Plan. |
| • | File No. 333-185354 as filed with the Commission on December 7, 2012 pertaining to the registration of 229,720 shares of Common Stock issuable under the Southwest Gas Corporation 2006 Restricted Stock/Unit Plan. |
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 this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on January 5, 2017.
| SOUTHWEST GAS CORPORATION | ||
| By: | /s/ John P. Hester | |
| Name: | John P. Hester | |
| Title: | President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
| Signature |
Title |
Date | ||
| /s/ John P. Hester (John P. Hester) |
Director, President and Chief Executive Officer |
January 5, 2017 | ||
| /s/ Karen S. Haller (Karen S. Haller) |
Director, Senior Vice President, General Counsel and Corporate Secretary |
January 5, 2017 | ||
| /s/ Roy R. Centrella (Roy R. Centrella) |
Director, Senior Vice President and Chief Financial Officer |
January 5, 2017 | ||
|
(Michael J. Melarkey) |
Director |
|||
| /s/ Gregory J. Peterson (Gregory J. Peterson) |
Vice President, Controller, and Chief Accounting Officer |
January 5, 2017 | ||