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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Northwestern (MM) | NASDAQ:NWEC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 24.82 | 0 | 01:00:00 |
As filed with the Securities and Exchange Commission on February 26, 2008
Registration No. 333-____________
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NORTHWESTERN CORPORATION
d/b/a
NORTHWESTERN ENERGY
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
46-0172280
(I.R.S. Employer Identification No.)
3010 W. 69 th Street, Sioux Falls, SD |
57108 |
(Address of Principal Executive Offices) |
(Zip Code) |
NorthWestern Corporation 2005 Long-Term Incentive Plan
(Full Title of the Plans)
Thomas J. Knapp
General Counsel
NorthWestern Corporation
3010 W. 69 th Street
Sioux Falls, South Dakota 57108
(Name and Address of Agent for Service)
(605) 978-2930
Telephone Number, Including Area Code, of Agent For Service
CALCULATION OF REGISTRATION FEE
|
Amount To Be Registered(1) |
Proposed Maximum Offering Price Per Share(2) |
Proposed Maximum Aggregate Offering Price(2) |
Amount of Registration Fee(2) |
Common Stock |
600,000
|
$27.79 |
$16,674,000 |
$655.29 |
(1) |
This registration statement relates to the additional shares of Common Stock to be offered pursuant to the NorthWestern Corporation 2005 Long-Term Incentive Plan. Calculated pursuant to General Instruction E to Form S-8. |
(2) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and based upon the average of the high and low prices for such stock on the Nasdaq National Market on February 21, 2008. |
INFORMATION REQUIRED PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective. The Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 4, 2005, File No. 333-124624, is hereby incorporated by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in a Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
|
Item 3. |
Incorporation of Documents by Reference. |
The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:
|
(a) |
The Registrant’s annual report on Form 10-K for the year ended December 31, 2007, filed on February 26, 2008; |
|
(b) |
The Registrant’s current reports on Form 8-K filed subsequent to December 31, 2007; and |
|
(c) |
The description of the Registrant’s common stock contained in the Registration Statement on Form 8-A12G filed with the Securities and Exchange Commission under the Exchange Act on November 2, 2004, including any amendment or report filed for the purpose of updating such description. |
All documents filed by the Registrant with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this registration statement, and prior to the filing of a post-effective amendment which indicates that all of the shares of Common Stock offered by this registration statement have been sold or which deregisters all such shares of Common Stock then remaining unsold, shall be deemed to be incorporated by reference in and to be a part of this registration statement from the date of filing of such documents.
|
Item 4. |
Description of Securities. |
Not Applicable.
|
Item 5. |
Interests of Named Experts and Counsel. |
Not Applicable.
|
Item 6. |
Indemnification of Officers and Directors. |
Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “DGCL”), as amended, allows a corporation to include a provision in its certificate of incorporation limiting or eliminating the personal liability of directors of the corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director (a) breached his/her duty of loyalty to the corporation or its stockholders, (b) acted not in good faith or in knowing violation of a law, (c) authorized the payment of a dividend or approved a stock repurchase in violation of the DGCL or (d) obtained an improper personal benefit from a transaction.
Section 145 of the DGCL permits a corporation to indemnify a person who was or is a party or is threatened to be made a party to any threatened, pending or completed third party proceeding, other than an action by or in the right of the Registrant, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding. The power to indemnify applies (a) if such person is successful on the merits or otherwise in defense of any action, suit or proceeding, or (b) if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such person’s conduct was unlawful. In a derivative action, i.e., one by or in the right of the corporation, the corporation is permitted to indemnify any of its directors or officers against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that the corporation shall not indemnify such person if such person shall have been adjudged liable to the corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that such person is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability. The rights granted under this section of the DGCL are not exclusive of any other rights to which such person is entitled. The corporation may purchase and maintain insurance on behalf of such persons against any liability asserted against or incurred by such persons in any capacity as or arising out of such persons’ status as an director, officer, employee or agent of the corporation.
Article 6 of the Registrant’s Amended and Restated Certificate of Incorporation and Article V of the Registrant’s Bylaws provide for indemnification of the Registrant’s officers and directors to the fullest extent provided by the DGCL and other applicable laws as currently in effect and as they may be amended in the future.
The Registrant will also advance expenses prior to final disposition of an action, suit or proceeding upon the receipt of an undertaking by the director or officer to repay such amount if such director or officer is not entitled to indemnification.
The directors and officers of the Registrant are covered by insurance policies indemnifying against certain liabilities, including certain liabilities arising under the Securities Act, which might be incurred by them in such capacities and against which they cannot be indemnified by the Registrant.
3
|
Item 7. |
Exemption From Registration Claimed. |
Not applicable.
|
Item 8. |
Exhibits. |
See attached exhibit index.
|
Item 9. |
Undertakings. |
|
The undersigned Registrant hereby undertakes: |
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
(b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and ExchangeCommission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(c) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
Provided, however, that paragraphs (a) and (b) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2) That, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed
4
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
5
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 Sioux Falls, State of South Dakota on this 26th day of February, 2008.
NORTHWESTERN CORPORATION
|
(Registrant) |
|
/s/ Michael J. Hanson |
Michael J. Hanson
President and Chief Executive Officer
(Principal Executive Officer)
6
We, the undersigned officers and directors of NorthWestern Corporation, hereby constitute and appoint Michael J. Hanson as our true and lawful attorney-in-fact and agent for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, any and all amendments (including post-effective amendments) and exhibits to this Registration Statement, and any and all applications and instruments pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
|
|
Title
|
|
Date
|
/s/ Michael J. Hanson |
|
|
|
|
Michael J. Hanson |
|
President and Chief Executive Officer and Director (Principal Executive Officer) |
|
February 26, 2008 |
/s/ Brian B. Bird |
|
|
|
|
Brian B. Bird |
|
Vice President and Chief Financial Officer (Principal Financial Officer) |
|
February 26, 2008 |
/s/ Kendall G. Kliewer |
|
|
|
|
Kendall G. Kliewer |
|
Vice President and Controller (Principal Accounting Officer) |
|
February 26, 2008 |
/s/ Stephen P. Adik |
|
|
|
|
Stephen P. Adik |
|
Director |
|
February 26, 2008 |
__________________________ |
|
|
|
|
E. Linn Draper |
|
Director |
|
|
__________________________ |
|
|
|
|
Jon S. Fossel |
|
Director |
|
|
/s/ Julia L. Johnson |
|
|
|
|
Julia L. Johnson |
|
Director |
|
February 26, 2008 |
/s/ Philip L. Maslowe |
|
|
|
|
Philip L. Maslowe |
|
Director |
|
February 26, 2008 |
/s/ D. Louis Peoples |
|
|
|
|
D. Louis Peoples |
|
Director |
|
February 26, 2008 |
7
|
EXHIBIT INDEX TO FORM S-8 |
Exhibit Number |
Description |
5.1* |
Opinion of Leonard, Street and Deinard Professional Association |
23.1* |
Consent of Leonard, Street and Deinard Professional Association to the filing of its opinion as an exhibit to this registration statement (included in Exhibit 5.1) |
23.2* |
Consent of Deloitte & Touche LLP |
24.1* |
Power of Attorney (included on the signature page of this Registration Statement) |
* |
Filed Herewith |
1 Year Northwestern (MM) Chart |
1 Month Northwestern (MM) Chart |
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