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    SEC Form S-8 POS filed by Fortis Inc.

    6/16/25 8:57:56 AM ET
    $FTS
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    S-8 POS 1 tm2517448d2_s8pos.htm S-8 POS

     

    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

     

    Exhibit   Description
    4.1*   Articles of Continuance of Fortis Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form F-4 filed with the Commission on March 17, 2016)
    4.2*   Bylaws of Fortis Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form F-4 filed with the Commission on March 17, 2016)
    4.3*   Advance Notice Bylaw No. 2 of Fortis Inc. (incorporated by reference to Exhibit 99.1 of the Registrant’s Form 6-K filed with the Commission on January 9, 2020)
    4.4*   Form of Specimen Common Share Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form F-4 filed with the Commission on March 17, 2016)  
    4.5*   ITC Savings & Investment Plan – Fidelity Pre-Approved Defined Contribution Plan, restated as of September 21, 2021
    4.6*   First Amendment to the ITC Savings & Investment Plan, effective January 1, 2022
    4.7*   Second Amendment to the ITC Savings & Investment Plan, effective November 15, 2022
    4.8*   Third Amendment to the ITC Savings & Investment Plan, effective January 1, 2024
    4.9*   Fourth Amendment to the ITC Savings & Investment Plan, effective April 1, 2024
    4.10*   Fifth Amendment to the ITC Savings & Investment Plan, effective June 17, 2024
    4.11*   Sixth Amendment to the ITC Savings & Investment Plan, effective September 16, 2024
    5.1*   Opinion of Dykema Gossett PLLC with respect to the compliance of the ITC Savings & Investment Plan with the Employee Retirement Income Security Act of 1974
    23.1*   Consent of Dykema Gossett PLLC (contained in the opinion filed as Exhibit 5.1 above)
    23.2   Consent of Deloitte LLP
    24.1*   Power of Attorney

     

    * Previously filed

     

     

     

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