As filed with the Securities and Exchange
Commission on August 4, 2017
Registration No. 333-210511
Registration No. 333-191328
Registration No. 333-185634
Registration No. 333-175683
Registration No. 333-38061
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective
Amendment No. 1 To:
Form S-3
Registration Statement No. 333-210511
Post-Effective
Amendment No. 1 To:
Form S-3
Registration Statement No. 333-191328
Post-Effective
Amendment No. 2 To:
Form S-3
Registration Statement No. 333-185634
Post-Effective
Amendment No. 1 To:
Form S-3
Registration Statement No. 333-175683
Post-Effective
Amendment No. 3 To:
Form S-3
Registration Statement No. 333-38061
UNDER THE SECURITIES ACT OF 1933
GAS
NATURAL INC.
(Exact name of registrant as specified
in its charter)
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Ohio
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27-3003768
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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1375 East Ninth Street, Suite 3100
Cleveland, Ohio 44114
800-570-5688
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
James E. Sprague
Chief Financial Officer and Vice President
1375 East Ninth Street, Suite 3100
Cleveland, Ohio 44114
800-570-5688
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate
date of commencement of proposed sale to the public:
Not applicable.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box:
¨
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment plans, check the following box:
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If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering.
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If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
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If this Form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box.
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If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filter, 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
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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DEREGISTRATION OF SECURITIES
These post-effective
amendments relate to the following Registration Statements of Gas Natural Inc., an Ohio corporation (the “Company”),
on Form S-3 (collectively, the “Registration Statements”) filed by the Company with the Securities and Exchange Commission
(“SEC”):
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·
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Registration Statement No. 333-210511, originally filed with the SEC on March 31, 2016, as amended
on May 25, 2016, registering a proposed maximum aggregate offering price of $50,000,0000 of shares of common stock, par value $0.15
per share (the “Common Stock”), of the Company;
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·
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Registration Statement No. 333-191328, originally filed with the SEC on September 24, 2013, registering
a proposed maximum aggregate offering price of $50,000,000 shares of Common Stock and 1,500,000 shares of Common Stock;
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Registration Statement No. 333-185634, originally filed with the SEC on December 21, 2012, as amended
on January 18, 2013, as amended on August 21, 2013, registering a proposed maximum aggregate offering price of $50,000,000 shares
of Common Stock;
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Registration Statement No. 333-175683, originally filed with the SEC on July 20, 2011, as amended
on July 25, 2011, as amended on May 15, 2012, as amended on June 12, 2012, as amended on June 14, 2012, registering 800,000 shares
of Common Stock;
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Registration Statement No. 333-38061, originally filed with the SEC on October 16, 1997, as amended
on August 6, 2009, as amended on July 16, 2010, registering 100,000 shares of Common Stock.
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On August 4, 2017, pursuant to an Agreement and Plan of Merger,
dated as of October 8, 2016 (the “Merger Agreement”), by and among the Company, FR Bison Holdings, Inc., a Delaware
corporation (“Parent”), and FR Bison Merger Sub, Inc., an Ohio corporation and a wholly owned subsidiary of Parent
(“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company surviving
the Merger as a wholly owned subsidiary of Parent.
As a result of the Merger, the Company has terminated all offerings
of the Company’s securities pursuant to its existing registration statements under the Securities Act of 1933, as amended,
including the Registration Statements. In accordance with undertakings made by the Company in the Registration Statements to remove
from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain
unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered
but unsold under the Registration Statements, if any. Each Registration Statement is hereby amended, as appropriate, to reflect
the deregistration of such securities.
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-3 and has duly caused these Post-Effective Amendments to the Registration Statements described above to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on August 4, 2017. No other
person is required to sign these Post-Effective Amendments to the Registration Statements described above in reliance on Rule 478
of the Securities Act of 1933, as amended.
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GAS NATURAL INC.
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By:
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/s/ James E. Sprague
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James E. Sprague
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Chief Financial Officer and Vice President
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(Principal Financial Officer)
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