As filed with the Securities and Exchange Commission on August 21, 2015
Registration No. 333-126943
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
ITC HOLDINGS CORP.
(Exact Name of Registrant as Specified in Its Charter)
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Michigan |
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32-0058047 |
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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 No.) |
27175 Energy Way
Novi, Michigan 48377
(248) 946-3000
(Address, including zip code, and telephone number, including area code, of principal executive offices)
Amended and Restated 2003 Stock Purchase and Option Plan
for Key Employees of ITC Holdings Corp. and its Subsidiaries
(Full Title of the Plan)
Christine Mason Soneral, Esq.
Senior Vice President and General Counsel
ITC Holdings Corp.
27175 Energy Way
Novi, Michigan 48377
(248) 946-3000
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Mark A. Metz
Dykema Gossett PLLC
39577 Woodward Avenue, Suite 300
Bloomfield Hills, Michigan 48304
(248) 203-0700
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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.
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Large accelerated filer x |
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Accelerated filer o |
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Non-accelerated filer o (Do not check if a smaller reporting company) |
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Smaller reporting company o |
EXPLANATORY NOTE
ITC Holdings Corp. (the “Company”) is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to withdraw and remove from registration the unissued and unsold securities under the Company’s Amended and Restated 2003 Stock Purchase and Option Plan for Key Employees (the “Plan”) previously registered by the Company pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 28, 2005 (No. 333-126943) (the “Registration Statement”). The Registration Statement registered up to 11,762,427 shares (adjusted for subsequent split) of the Company’s common stock, without par value, issuable to participants in the Plan. The Plan has terminated, and all rights to purchase shares under the Plan have been exercised or have expired.
In accordance with the undertaking contained in the Registration Statement, this Post-Effective Amendment No. 1 to the Registration Statement is being filed to deregister and remove all of the previously registered shares of common stock that remain unissued and unsold under the Registration Statement as of the date hereof.
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Novi, State of Michigan on this 19th day of August, 2015.
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ITC HOLDINGS CORP. | ||
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By: |
/s/ Joseph L. Welch |
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Joseph L. Welch |
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Chairman, President and Chief Executive Officer |
POWER OF ATTORNEY
We, the undersigned directors and officers of ITC Holdings Corp., do hereby constitute and appoint Joseph L. Welch, Rejji P. Hayes and Christine Mason Soneral, or any of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and registration statements filed pursuant to Rule 462 under the Securities Act of 1933, and we do hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities indicated on August 19, 2015.
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Signature |
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Title |
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/s/ JOSEPH L. WELCH |
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Chairman, President and Chief Executive Officer (Principal |
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Joseph L. Welch |
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Executive Officer) |
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/s/ REJJI P. HAYES |
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Senior Vice President, Chief Financial Officer and Treasurer |
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Rejji P. Hayes |
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(Principal Financial Officer and Principal Accounting Officer) |
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/s/ ALBERT ERNST |
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Director |
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Albert Ernst |
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/s/ CHRISTOPHER H. FRANKLIN |
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Director |
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Christopher H. Franklin |
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/s/ EDWARD G. JEPSEN |
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Director |
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Edward G. Jepsen |
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/s/ DAVID R. LOPEZ |
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Director |
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David R. Lopez |
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/s/ HAZEL R. O’LEARY |
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Director |
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Hazel R. O’Leary |
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