As filed with the Securities and Exchange Commission on June 16, 2025
Registration No. 333-281205
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FORTIS INC.
(Exact name of registrant as specified in its charter)
Newfoundland and Labrador, Canada (State or other jurisdiction of incorporation or organization) |
98-0352146 (I.R.S. Employer Identification No.) |
Fortis Place, Suite 1100 5 Springdale Street St. John’s, Newfoundland and Labrador Canada (709) 737-2800 (Address of Principal Executive Offices) |
A1E 0E4 (Zip Code) |
ITC Savings & Investment Plan
(Full title of plan)
FortisUS Inc.
c/o The Corporation Trust Company
Corporation
Trust Center
1209 Orange Street
Wilmington, DE 19801
(302) 658-7581
(Name, address and telephone number, including area code, of agent for service)
with copies to:
James R. Reid
Executive Vice President, Sustainability and Chief Legal Officer
Fortis Inc.
Fortis Place, Suite 1100
5 Springdale Street
St. John’s, Newfoundland and Labrador, Canada
A1E 0E4
(709) 737-2800
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.
Large accelerated filer x | Accelerated filer ¨ | |
Non-accelerated filer ¨ | Smaller reporting company ¨ | |
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. ¨
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the “Amendment”) to that certain Registration Statement No. 333-281205 on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on August 2, 2024 (together, the “Registration Statement”), is being filed by Fortis Inc. (the “Registrant”) to amend and supplement Item 3 of the Registration Statement in order to also incorporate by reference into the Registration Statement all documents subsequently filed by the ITC Savings & Investment Plan (the “Plan”) after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Except as described herein, this Amendment does not update, amend or modify any other information, statement or disclosure contained in the Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The last paragraph of Item 3 of the Registration Statement is hereby amended and restated as follows:
All documents subsequently filed by the Registrant or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and made a part hereof from their respective dates of filing. Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated or deemed to be incorporated herein by reference 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 subsequently filed document, which 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 8. Exhibits.
The Exhibit Index attached to this Amendment is incorporated herein by reference as the list of exhibits.
[THE NEXT PAGE IS THE SIGNATURE PAGE]
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 Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. John’s, Province of Newfoundland and Labrador, Country of Canada, on June 16, 2025.
FORTIS INC. | ||
By: | /s/ Jocelyn H. Perry | |
Name: | Jocelyn H. Perry | |
Title: | Executive Vice President, Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons in their respective capacities and on the dates indicated
Name | Title | Date | ||
/s/ David G. Hutchens | President and Chief Executive Officer, Director | June 16, 2025 | ||
David G. Hutchens | (Principal Executive Officer) | |||
/s/ Jocelyn H. Perry | Executive Vice President, Chief Financial Officer | June 16, 2025 | ||
Jocelyn H. Perry | (Principal Financial Officer and Accounting Officer) | |||
* | Chairman of the Board of Directors | June 16, 2025 | ||
Jo Mark Zurel | ||||
* | Director | June 16, 2025 | ||
Tracey C. Ball | ||||
* | Director | June 16, 2025 | ||
Pierre J. Blouin | ||||
* | Director | June 16, 2025 | ||
Lawrence T. Borgard | ||||
* | Director | June 16, 2025 | ||
Maura J. Clark | ||||
Director | June 16, 2025 | |||
Gregory Knight | ||||
* | Director | June 16, 2025 | ||
Margarita K. Dilley | ||||
* | Director | June 16, 2025 | ||
Julie A. Dobson | ||||
* | Director | June 16, 2025 | ||
Lisa L. Durocher |
Signature Page to Form S-8 POS
* | Director | June 16, 2025 | ||
Gianna M. Manes | ||||
* | Director | June 16, 2025 | ||
Donald R. Marchand |
* By: | /s/ Jocelyn H. Perry | ||
Name: Jocelyn H. Perry | |||
Title: Attorney-in-fact |
Date: June 16, 2025
Signature Page to Form S-8 POS
The Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the employee benefit plan) have duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on June 16, 2025.
ITC SAVINGS & INVESTMENT PLAN | ||
By: | /s/ Matthew A. Dills | |
Name: | Matthew A. Dills | |
Title: | Vice President of Human Resources and Chief Human Resources Officer of ITC Holdings Corp. |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Post-Effective Amendment No. 1, solely in the capacity of the duly authorized representative of Fortis Inc. in the United States, on June 16, 2025.
FORTISUS INC. |
By: | /s/ David G. Hutchens | |
Name: | David G. Hutchens | |
Title: | President and Chief Executive Officer |
Plan Signature Page to Form S-8 POS
Exhibit Index
* Previously filed