As filed with the Securities and Exchange Commission on May 25,
2022
Registration Statement No. 333-____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C.
20549
____________________
FORM S‑8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
____________________
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ALLETE, Inc.
(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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41‑0418150
(I.R.S. Employer Identification No.)
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30 West Superior Street
Duluth,
Minnesota
55802‑2093
(218) 279‑5000
(Address, including zip code, and telephone number, including area
code, of registrant’s principal executive offices)
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ALLETE Non-Employee Director Stock Plan
(Full Title of Plan)
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BETHANY M. OWEN
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STEVEN W. MORRIS |
MARGARET A. THICKENS, Esq.
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Chair, President and
Chief Executive Officer
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Senior Vice President and
Chief Financial Officer
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Vice President, Chief Legal Officer
and Corporate Secretary
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30 West Superior Street
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30 West Superior Street
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30 West Superior Street
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Duluth, Minnesota 55802‑2093
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Duluth, Minnesota 55802‑2093
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Duluth, Minnesota 55802‑2093
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(218) 279‑5000
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(218) 279‑5000
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(218) 279‑5000
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PATRICK L. CUTSHALL
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THOMAS P. GIBLIN, JR., Esq.
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Vice President and Corporate Treasurer
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Morgan, Lewis & Bockius LLP
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30 West Superior Street
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101 Park Avenue
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Duluth, Minnesota 55802‑2093
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New York, New York 10178‑0060
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(218) 279‑5000
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(212) 309‑6000
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(Names and addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non‑accelerated filer, a
smaller reporting company or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule
12b‑2 of the Securities Exchange Act of 1934.
Large accelerated file
x
Accelerated filer
o
Non‑accelerated filer
o
Smaller reporting company
o
Emerging growth company
o
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act of 1933.
o
ALLETE Non-Employee Director Stock Plan
Part I. Information Required in the Section 10(a)
Prospectus
The documents containing the information specified in Item 1 and
Item 2 of Part I of Form S-8 will be sent or given to participants
as specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended (the “Securities Act”). In accordance with the rules and
regulations of the Securities and Exchange Commission (the “SEC”)
and the instructions to Form S-8, such documents are not being
filed with the Commission either as part of this registration
statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act.
Part II. Information Required in the Registration
Statement
Item 3. Incorporation of Documents by Reference.
ALLETE, Inc. (“ALLETE”) hereby incorporates by reference the
following documents previously filed by ALLETE with the SEC
pursuant to the Securities Exchange Act of 1934, as amended (the
“Exchange Act”).
(1) ALLETE’s Annual Report on
Form
10-K
for the year ended December 31, 2021;
(2) ALLETE’s Quarterly Report on
Form
10-Q
for the quarter ended March 31, 2022;
(3) ALLETE’s Current Reports on Form 8-K filed with the SEC
on
January 11, 2022,
February 2,
2022,
February 9,
2022,
March 2, 2022,
April 5, 2022
and
May 13, 2022;
and
(4) the description of ALLETE’s common stock contained in
Exhibit 4(h)
to ALLETE’s Annual Report on Form 10‑K for the year ended December
31, 2019, and including any further amendment or report filed for
the purpose of updating such description.
All reports and other documents subsequently filed by ALLETE
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
(other than documents, or portions of documents, not deemed to be
filed) prior to the filing of a post‑effective amendment to this
registration statement that indicates that all securities offered
have been sold or that deregisters all the securities then
remaining unsold, shall be deemed to be incorporated by reference
into this registration statement and to be a part hereof from the
date of filing of such reports and documents. Unless expressly
incorporated into this registration statement, a report furnished
but not filed on Form 8-K shall not be incorporated by reference
into this registration statement to the extent furnished but not
filed.
Any statement contained in this registration statement or in a
document, all or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this registration statement.
Item 4. Description of Securities.
None.
Item 5. Interests of Named Experts and Counsel.
The legality of these shares will be passed upon for ALLETE by
Margaret A. Thickens, Esq., Vice President, Chief Legal Officer,
and Corporate Secretary, and by Morgan, Lewis & Bockius LLP,
New York, New York, counsel to ALLETE. Morgan, Lewis & Bockius
LLP may rely as to all matters of Minnesota law upon the opinion of
Ms. Thickens. Ms. Thickens may rely as to all matters of New York
law upon the opinion of Morgan, Lewis & Bockius
LLP.
As of May 23, 2022, Ms. Thickens owned 2,327 shares of common stock
of ALLETE. Ms. Thickens is acquiring additional shares of ALLETE
common stock at regular intervals as a participant in the ALLETE
and Affiliated Companies Retirement Savings and Stock Ownership
Plan. Under the Executive Long-Term Incentive Compensation Plan,
Ms. Thickens has:
•restricted
stock units pursuant to which 1,999 shares of common stock (plus
accrued dividend equivalents) will be distributed to Ms. Thickens
after they vest (on December 31, 2022, 2023 and 2024);
and
•an
award opportunity for up to 5,610 performance shares (plus accrued
dividend equivalents) that will be distributed to Ms. Thickens if
ALLETE attains certain performance goals for the periods January 1,
2020 through December 31, 2022, January 1, 2021 through
December 31, 2023 and January 1, 2022 through December 31,
2024.
Item 6. Indemnification of Directors and Officers.
Section 302A.521 of the Minnesota Business Corporation Act
generally provides for the indemnification of directors, officers
or employees of a corporation made or threatened to be made a party
to a proceeding by reason of the former or present official
capacity of the person against judgments, penalties and fines
(including attorneys’ fees and disbursements) where such person,
among other things, has not been indemnified by another
organization, acted in good faith, received no improper personal
benefit and with respect to any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful.
Article IX of the Articles of Incorporation of ALLETE contains the
following provision:
No director of this Corporation shall be personally liable to this
Corporation or its stockholders for monetary damages for breach of
fiduciary duty by that director as a director; provided, however,
that this Article IX shall not eliminate or limit the liability of
a director: (a) for any breach of the director’s duty of loyalty to
this Corporation or its stockholders; (b) for acts or omissions not
in good faith or that involve intentional misconduct or a knowing
violation of law; (c) under Minnesota Statutes Section 302A.559 or
80A.23; (d) for any transaction from which the director derived an
improper personal benefit; or (e) for any act or omission occurring
prior to the date when this Article IX becomes effective. If, after
the stockholders approve this provision, the Minnesota Business
Corporation Act, Minnesota Statutes Chapter 302A, is amended to
authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director
of this Corporation shall be deemed eliminated or limited to the
fullest extent permitted by the Minnesota Business Corporation Act,
as so amended. No amendment to or repeal of this Article IX shall
apply to or have any affect on the liability or alleged liability
of any director of this Corporation for or with respect to any acts
or omissions of such director occurring prior to that amendment or
repeal.
Section 14 of the Bylaws of ALLETE contains the following
provisions relative to indemnification of directors and
officers:
The Corporation shall reimburse or indemnify each present and
future Director and officer of the Corporation (and his or her
heirs, executors and administrators) for or against all expenses
reasonably incurred by such Director or officer in connection with
or arising out of any action, suit or proceeding in which such
Director or officer may be involved by reason of being or having
been a Director or officer of the Corporation. Such indemnification
for reasonable expenses is to be to the fullest extent permitted by
the Minnesota Business Corporation Act, Minnesota Statutes Chapter
302A. By affirmative vote of the Board of Directors or with written
approval of the Chairman and Chief Executive Officer, such
indemnification may be extended to include agents and employees who
are not Directors or officers of the Corporation, but who would
otherwise be indemnified for acts and omissions under Chapter 302A
of the Minnesota Business Corporation Act, if such agent or
employee were an officer of the Corporation.
Reasonable expenses may include reimbursement of attorneys’ fees
and disbursements, including those incurred by a person in
connection with an appearance as a witness.
Upon written request to the Corporation and approval by the
Chairman and Chief Executive Officer, an agent or employee for whom
indemnification has been extended, or an officer or Director may
receive an advance for reasonable expenses if such agent, employee,
officer or Director is made or threatened to be made a party to a
proceeding involving a matter for which indemnification is believed
to be available under Minnesota Statutes Chapter 302A.
The foregoing rights shall not be exclusive of other rights to
which any Director or officer may otherwise be entitled and shall
be available whether or not the Director or officer continues to be
a Director or officer at the time of incurring such expenses and
liabilities.
ALLETE has insurance covering its expenditures which might arise in
connection with the lawful indemnification of its directors and
officers for their liabilities and expenses, and insuring officers
and directors of ALLETE against certain other liabilities and
expenses.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number
Description of Exhibit
* Incorporated herein by reference as indicated.
Item 9. Undertakings.
(a) 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:
(i)to
include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii)to
reflect in the prospectus any facts or events arising after the
effective date of this 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 this registration statement; and
(iii)to
include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement,
provided, however,
that paragraphs (i) and (ii) above do not apply if the information
required to be included in a post‑effective amendment by those
subsections is contained in reports filed with or furnished to the
SEC by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this
registration statement.
(2)That,
for the purpose 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 which remain unsold at the
termination of the offering.
(4)That,
for purposes of determining any liability under the Securities Act,
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 this registration statement shall be deemed to be a
new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(b) 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 provisions
described under this Item 9, or otherwise, the registrant has been
advised that in the opinion of the SEC 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.
Power of Attorney
Each person whose signature appears below hereby authorizes any
agent for service named in this registration statement to execute
in the name of each such person, and to file with the Securities
and Exchange Commission, any and all amendments, including
post‑effective amendments, to this registration statement, and
appoints any such agent for service as attorney‑in‑fact to sign in
each such person’s behalf individually and in each capacity stated
below and file any such amendments to this registration statement
and ALLETE, Inc. hereby also appoints each such agent for service
as its attorney‑in‑fact with like authority to sign and file any
such amendments in its name and behalf.
Signatures
Pursuant to the requirements of the Securities Act of 1933, ALLETE,
Inc. 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 Duluth,
State of Minnesota on the 25th day of May, 2022.
ALLETE, Inc.
(Registrant)
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By |
/s/ Bethany M. Owen |
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Bethany M. Owen |
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Chair, President and Chief Executive Officer |
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 dates indicated.
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Signature |
Title |
Date |
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/s/ Bethany M. Owen |
Chair, President and Chief Executive Officer and
Director
(Principal Executive Officer)
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May 25, 2022 |
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Bethany M. Owen |
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/s/ Steven W. Morris |
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer and Principal Accounting
Officer)
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May 25, 2022 |
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Steven W. Morris |
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Signature |
Title |
Date |
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/s/ George G. Goldfarb |
Director |
May 25, 2022 |
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George G. Goldfarb
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/s/ James J. Hoolihan |
Director |
May 25, 2022 |
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James J. Hoolihan
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/s/ Madeleine W. Ludlow |
Director |
May 25, 2022 |
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Madeleine W. Ludlow
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/s/ Susan K. Nestegard |
Director |
May 25, 2022 |
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Susan K. Nestegard
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/s/ Douglas C. Neve |
Director |
May 25, 2022 |
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Douglas C. Neve
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/s/ Barbara A. Nick |
Director |
May 25, 2022 |
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Barbara A. Nick
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/s/ Robert P. Powers |
Director |
May 25, 2022 |
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Robert P. Powers
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/s/ Charlene A. Thomas |
Director |
May 25, 2022 |
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Charlene A. Thomas
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