As filed with the Securities and Exchange Commission on August 28, 2009
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Registration No. 333-25261 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Otter Tail Corporation
(Exact name of registrant as specified in its charter)
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Minnesota
(State or other jurisdiction of
incorporation or organization)
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27-0383995
(I.R.S. Employer
Identification No.) |
215 South Cascade Street, Box 496
Fergus Falls, Minnesota 56538-0496
(Address of principal executive offices)(Zip code)
OTTER TAIL POWER COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
(Full title of the plan)
George A. Koeck, Esq.
General Counsel and Corporate Secretary
215 South Cascade Street, Box 496
Fergus Falls, Minnesota 56538-0496
(Name and address of agent for service)
(866) 410-8780
(Telephone number, including area code, of agent for service)
Copy to:
Gary L. Tygesson, Esq.
Dorsey & Whitney LLP
50 South Sixth Street, Suite 1500
Minneapolis, Minnesota 55402
(612) 340-8753
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. (Check one):
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Large accelerated filer þ |
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Accelerated filer o |
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Non-accelerated filer o (Do not check if a smaller reporting
company) |
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Smaller reporting company o |
TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 2 (this Amendment) relates to that certain Registration
Statement on Form S-8 (Reg. No. 333-25261), as amended by Post-Effective Amendment No. 1
(collectively, the Registration Statement), which was filed with the Securities and Exchange
Commission in order to effect the registration of 250,000 common shares, $5 par value per share, of
Otter Tail Corporation (the Predecessor Company) to be issued under the Otter Tail Power Company
Employee Stock Ownership Plan and the subsequent assumption of the original registration statement
pursuant to Rule 414 of the Securities Act of 1933, as amended, by a newly formed holding company,
Otter Tail Corporation (the Company) in connection with the Predecessor Companys holding company
reorganization on July 1, 2009. This Amendment is being filed by the Company, in accordance with
the undertaking made by the Company in the Registration Statement, to remove from registration all
common shares of the Company registered pursuant to this Registration Statement that remain
unissued.
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. 2 to this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fergus Falls,
State of Minnesota, on August 28, 2009.
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OTTER TAIL CORPORATION
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By: |
/s/ Kevin G. Moug
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Kevin G. Moug |
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Chief Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.
2 to this registration statement has been signed on August 28, 2009 by the following persons in the
capacities indicated.
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Signature |
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Title |
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President and Chief Executive Officer and Director |
John D. Erickson
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(principal executive officer) |
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Chief Financial Officer |
Kevin G. Moug
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(principal financial and accounting officer) |
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Chairman of the Board and Director |
John C. MacFarlane |
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Director |
Karen M. Bohn |
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Director |
Arvid R. Liebe |
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Director |
Edward J. McIntyre |
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Director |
Nathan I. Partain |
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Director |
Joyce Nelson Schuette |
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Director |
Gary J. Spies |
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Director |
James B. Stake |
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* By:
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/s/ Kevin G. Moug
Kevin G. Moug
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Attorney-in-fact for the persons
indicated above with an * |
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Pro Se and Attorney-in-Fact |
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