As filed with the Securities and Exchange Commission on December 19, 2013
Registration No. 333-183439
Registration No. 333-188955
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Registration Statement No. 333-183439
Post-Effective Amendment No. 1 to Registration Statement No. 333-188955
to
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NV Energy, Inc.
(Exact name of registrant as specified in its charter)
Nevada | 88-0198358 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
6226 West Sahara Avenue
Las Vegas, Nevada 89146
(702) 402-5000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
NV Energy, Inc. Amended and Restated Employee Stock Purchase Plan
NV Energy, Inc. 2003 Non-Employee Director Stock Plan
NV Energy, Inc. Amended and Restated 2004 Executive Long-Term Incentive Plan
NV Energy, Inc. 2013 Long Term Incentive Plan
(Full title of the plans)
Paul J. Kaleta, Esq.
Executive Vice President, Shared Services, General Counsel and Corporate Secretary
NV Energy, Inc.
6226 West Sahara Drive
Las Vegas, Nevada 89146
(702) 402-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
James A. McDaniel, Esq.
Choate, Hall & Stewart LLP
Two International Place
Boston, Massachusetts 02110
(617) 248-5000
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, 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.
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) of the Registrant:
• | Registration Statement on Form S-8, (No. 333-183439), pertaining to the registration of (i) 776,973 shares of the Registrant’s common stock, par value $1.00 per share (“Common Stock”), under the NV Energy, Inc. Amended and Restated Employee Stock Purchase Plan, (ii) 1,073,668 shares of Common Stock under the NV Energy, Inc. 2003 Non-Employee Director Stock Plan and (iii) 5,448,690 shares of Common Stock under the NV Energy, Inc. Amended and Restated 2004 Executive Long-Term Incentive Plan, which was filed with the Securities and Exchange Commission (the “SEC”) on August 20, 2012; and |
• | Registration Statement on Form S-8, (No. 333-188955), pertaining to the registration of 8,707,154 shares of Common Stock under the NV Energy, Inc. 2013 Long Term Incentive Plan (the “2013 Plan”), which was filed with the SEC on May 30, 2013. |
On December 19, 2013, pursuant to the Agreement and Plan of Merger, dated as of May 29, 2013, among the Registrant, MidAmerican Energy Holdings Company (“MidAmerican”), and Silver Merger Sub, Inc. (“Merger Sub”), Merger Sub merged with and into the Registrant, with the Registrant surviving as a wholly-owned indirect subsidiary of MidAmerican (the “Merger”).
In connection with the Merger, the offerings pursuant to the Registration Statements have been terminated. The Registrant hereby removes from registration any of the securities registered under the Registration Statements that remain unsold under the Registration Statements as of the filing date of this Post-Effective Amendment.
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 Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on December 19, 2013.
NV ENERGY, INC. | ||
By: | /s/ E. Kevin Bethel | |
E. Kevin Bethel | ||
Vice President, Chief Financial Officer |
Note: No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933.