Post-effective Amendment to an S-8 Filing (s-8 Pos)
14 Mai 2021 - 3:25PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on May 14, 2021
Registration No. 333-172926
Registration No. 333-197940
Registration No. 333-219001
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________________
POST-EFFECTIVE AMENDMENT NO. 1 TO:
Form S-8 Registration Statement No. 333-172926
Form S-8 Registration Statement No. 333-197940
Form S-8 Registration Statement No. 333-219001
UNDER
THE SECURITIES ACT OF 1933
______________________
ATLANTIC POWER CORPORATION
(Exact name of registrant as specified in its charter)
______________________
British Columbia, Canada
|
|
55-0886410
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
3 Allied Drive, Suite 155, Dedham, MA
|
|
02026
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
______________________
ATLANTIC POWER HOLDINGS, INC. THIRD AMENDED
AND RESTATED LONG-TERM INCENTIVE PLAN
ATLANTIC POWER HOLDINGS, INC. FIFTH AMENDED
AND RESTATED LONG-TERM INCENTIVE PLAN
(Full title of the plans)
Terrence Ronan
Chief Financial Officer
Atlantic Power Corporation
3 Allied Drive, Suite 155
Dedham, Massachusetts 02026
(617) 977-2400
(Name, address and telephone number, including
area code, of agent for service)
Copies to:
Craig B. Brod
Benet J. O’Reilly
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000
|
William Gorman
Goodmans LLP
Bay Adelaide Centre-West Tower
333 Bay Street, Suite 3400
Toronto, Ontario M5H 2S7
(416) 979-2211
|
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 Exchange Act (Check one):
Large accelerated filer
|
|
¨
|
|
Accelerated filer
|
|
x
|
|
|
|
|
Non-accelerated filer
|
|
¨ (Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
¨
|
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. ¨
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to
the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) of Atlantic Power Corporation,
a corporation continued under the laws of British Columbia (the “Registrant”), filed with the Securities and Exchange Commission
(the “SEC”) and is being filed to deregister any and all securities that remain unsold or otherwise unissued under such Registration
Statements:
|
·
|
Registration No. 333-172926, filed with the SEC on March 18, 2011, pertaining to the registration of an aggregate of 1,000,000 of
the Registrant’s common shares, no par value (“Common Shares”) and the associated share purchase rights (the “Rights”),
under the Atlantic Power Holdings, Inc. Third Amended and Restated Long-Term Incentive Plan.
|
On May 14, 2021, pursuant to an Arrangement
Agreement and Plan of Arrangement, dated as of January 14, 2021, by and among the Registrant, Atlantic Power Preferred Equity Ltd., an
corporation continued to the jurisdiction of British Columbia, Atlantic Power Limited Partnership, an Ontario limited partnership, Tidal
Power Holdings Limited, a United Kingdom private limited company (“BidCo”), and Tidal Power Aggregator, LP, a Cayman Islands
limited partnership (the “Arrangement Agreement”), BidCo acquired all outstanding Common Shares (the “Arrangement”).
As a result of the Arrangement, the Registrant
has terminated all offerings of the Registrant’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 Registrant 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 Registrant hereby removes from registration all of such securities of the Registrant
registered but not sold or otherwise issued under the Registration Statements, if any, as of the date hereof. Each Registration Statement
is hereby amended, as appropriate, to reflect the deregistration of such securities, and the Registrant hereby terminates the effectiveness
of each Registration Statement.
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. 1 to the Registration Statements on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Dedham, Commonwealth of Massachusetts, on May 14, 2021.
|
|
ATLANTIC POWER CORPORATION
|
|
|
|
|
By:
|
/s/ TERRENCE RONAN
|
|
|
Terrence Ronan
|
|
|
Executive Vice President and Chief Financial
Officer
(Principal Financial and Accounting Officer)
|
Signature
|
|
Title
|
|
Date
|
/s/ James J. Moore, Jr.
|
|
President, Chief Executive
Officer and Director
|
|
May 14, 2021
|
James J. Moore, Jr.
|
|
(principal executive officer)
|
|
|
|
|
|
|
|
/s/ Terrence Ronan
|
|
Executive Vice President and Chief Financial Officer
|
|
May 14, 2021
|
Terrence Ronan
|
|
(principal financial and accounting officer)
|
|
|
|
|
|
|
|
/s/ Kevin T. Howell
|
|
Chairman of the Board
|
|
May 14, 2021
|
Kevin T. Howell
|
|
|
|
|
|
|
|
|
|
/s/ Richard Foster Duncan
|
|
Director
|
|
May 14, 2021
|
Richard Foster Duncan
|
|
|
|
|
|
|
|
|
|
/s/ Danielle S. Mottor
|
|
Director
|
|
May 14, 2021
|
Danielle S. Mottor
|
|
|
|
|
|
|
|
|
|
/s/ Gilbert S. Palter
|
|
Director
|
|
May 14, 2021
|
Gilbert S. Palter
|
|
|
|
|
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
OF THE REGISTRANT
Pursuant to the Securities Act, the undersigned,
the duly authorized representative in the U.S. of Atlantic Power Corporation, has signed this registration statement or amendment thereto
on May 14, 2021.
|
By:
|
/s/ Terrence Ronan
|
|
|
Terrence Ronan
|
Atlantic Power (NYSE:AT)
Historical Stock Chart
Von Nov 2024 bis Dez 2024
Atlantic Power (NYSE:AT)
Historical Stock Chart
Von Dez 2023 bis Dez 2024