As filed with the Securities and Exchange Commission on June 16, 2010
Registration No. 333-159273
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
under
The Securities Act of 1933
_____________________
BLACK HILLS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
|
South Dakota |
46-0458824 |
|
(State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification No.) |
|
625 Ninth Street, P.O. Box 1400
Rapid City, South Dakota |
57709 |
|
(Address of Principal Executive Offices) |
(Zip Code) |
_____________________
BLACK HILLS UTILITY HOLDINGS, INC.
RETIREMENT SAVINGS PLAN
(Full Title of the Plan)
____________________
Steven J. Helmers
General Counsel
Black Hills Corporation
625 Ninth Street, P.O. Box 1400
Rapid City, South Dakota 57709
(605) 721-1700
(Name, Address and Telephone Number, Including Area Code of Agent for Service)
_____________________
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).
| Large accelerated filer | x | Accelerated filer | o | |
| Non-accelerated filer | o | Smaller reporting company | o |
DEREGISTRATION OF SECURITIES
Black Hills Corporation filed a registration statement on Form S-8, Registration No. 333-159273, with the Securities and Exchange Commission on May 15, 2009, to register 250,000 shares of common stock, par value $1.00 per share, for issuance under the Black Hills Utility Holdings, Inc. Retirement
Savings Plan (the “Black Hills Utility Holdings Plan”). The Black Hills Utility Holdings Plan has now merged into the Black Hills Corporation Retirement Savings Plan, with the latter plan surviving. Black Hills Corporation is filing this Post-Effective Amendment to the Registration Statement to deregister the 176,709 shares of common stock registered and reserved for issuance under the Registration Statement which remained unissued at the date hereof.
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SIGNATURES
The Registrant. 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 Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rapid City, State of South Dakota, on the 16th day of June, 2010.
BLACK HILLS CORPORATION
By: /s/ David R. Emery
David R. Emery
Chairman, President and Chief Executive Officer
The Plan. Pursuant to the requirements of the Securities Act of 1933, the persons who administer the Plan have duly caused this Registration Statement to be signed on their respective behalf by the undersigned, thereunto duly
authorized, in the City of Rapid City, State of South Dakota, on the 16th day of June, 2010.
BLACK HILLS UTILITY HOLDINGS, INC.
RETIREMENT SAVINGS PLAN
By: /s/ Anthony S. Cleberg
Anthony S. Cleberg
Representative of Benefits Committee
Each individual whose signature appears below constitutes and appoints David R. Emery and Anthony S. Cleberg, and each of them severally, as his or her true and lawful attorneys-in-fact and agents with full power of substitution, to sign in his or her name and behalf, in any and all capacities stated below, and to file with the Securities
and Exchange Commission, any and all amendments, to this Registration Statement, and the Registrant hereby also appoints each such agent as its attorney-in-fact with the authority to sign and file any such amendments in its name and behalf.
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.
|
/s/ David R. Emery |
Director and |
June 16, 2010 | ||
|
David R. Emery, Chairman, President |
Principal Executive Officer |
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and Chief Executive Officer |
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/s/ Anthony S. Cleberg |
Principal Financial and |
June 16, 2010 | ||
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Anthony S. Cleberg, Executive Vice President and |
Accounting Officer |
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|
Chief Financial Officer |
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/s/ David C. Ebertz |
Director |
June 16, 2010 | ||
|
David C. Ebertz |
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|
/s/ Jack W. Eugster |
Director |
June 16, 2010 | ||
|
Jack W. Eugster |
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|
/s/ John R. Howard |
Director |
June 16, 2010 | ||
|
John R. Howard |
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|
/s/ Kay S. Jorgensen |
Director |
June 16, 2010 | ||
|
Kay S. Jorgensen |
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| /s/ Stephen D. Newlin | Director | June 16, 2010 | ||
| Stephen D. Newlin | ||||
| /s/ Gary L. Pechota | Director | June 16, 2010 | ||
| Gary L. Pechota | ||||
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/s/ Warren L. Robinson |
Director |
June 16, 2010 | ||
|
Warren L. Robinson |
||||
|
/s/ John B. Vering |
Director |
June 16, 2010 | ||
|
John B. Vering |
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|
/s/ Thomas J. Zeller |
Director |
June 16, 2010 | ||
|
Thomas J. Zeller |
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