S-8 1 s-8.htm S-8 s-8.htm
As filed with the Securities and Exchange Commission on November 20, 2015
 
 Registration No. 333-
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549 
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933 
JUST ENERGY GROUP INC.
(Exact name of Registrant as specified in its charter)
 
Canada
  
Not Applicable
(Jurisdiction of Incorporation)
  
(I.R.S. Employer Identification No.)

6345 Dixie Road, Suite 200
Mississauga, Ontario, Canada
L5T 2E6
(905) 795-4206
(Address  of Registrant's principal executive offices)
 
Just Energy Group Inc. 2010 Restricted Share Grant Plan
(Full title of plan)

Just Energy (U.S.) Corp.
5251 Westheimer Road, Suite 1000
Houston, Texas 77056
(905) 670-4440
 (Name, Address and Telephone Number of Agent for Service) 
Copy to:

Jonah Davids
Just Energy Group Inc.
6345 Dixie Road, Suite 200
Mississauga, Ontario, Canada
L5T 2E6
(416) 367-2574

Christopher W. Morgan
Skadden, Arps, Slate, Meagher & Flom LLP
222 Bay Street
Suite 1750, P.O. Box 258
Toronto, Ontario M5K 1J5
(416) 777-4700

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 (Check one):

 
Large Accelerated Filer [   ]
  
Accelerated Filer [X]
       
 
Non-Accelerated Filer  [   ]
  
Smaller Reporting Company  [   ]
 
(Do not check if a smaller reporting company)
    
 
CALCULATION OF REGISTRATION FEE

Title of Securities To Be
Registered(1)
Amount To Be
Registered
Proposed Maximum
Offering Price Per Share (2)
Proposed Maximum
Aggregate Offering Price (2)
Amount of
Registration Fee
Common Shares
5,000,000
$6.47
32,350,000
$3,258
 
Notes
(1) 
The Common Shares being registered relate to common shares (“Common Shares”)  issuable in exchange for restricted share grants issued pursuant to the Just Energy Group Inc. 2010 Restricted Share Grant Plan.
 
(2) 
Estimated solely for the purpose of calculating the registration fee pursuant to paragraphs (c) and (h)(1) of Rule 457 under the U.S. Securities Act of 1933 (the "Securities Act") on the basis of the average of the high and low prices for the Common Shares on the New York Stock Exchange on November 16, 2015.
 

 
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INCORPORATION BY REFERENCE
 
This Registration Statement on Form S-8 is registering an additional 5,000,000 Common Shares to be issued pursuant to the Just Energy Group Inc. 2010 Restricted Share Grant Plan (the “Plan”).  The Registrant previously registered 700,000 Common Shares for issuance under the Plan pursuant to a Registration Statement on Form S-8, filed with the Securities and Exchange Commission on September 18, 2013 (File No. 333-183954).  Pursuant to General Instruction E to Form S-8, the contents of such Registration Statement on Form S-8 are hereby incorporated by reference herein.


Item 8. Exhibits
 
 
Exhibit No.
  
Description
     
4.1
  
Specimen Common Share certificate.(1)
     
4.2
  
Certificate and Articles of Arrangement of the Registrant.(1)
     
5.1
  
Opinion of Burnett, Duckworth & Palmer LLP.
     
23.1
  
Consent of Burnett, Duckworth & Palmer LLP (included in Exhibit 5.1 to this Registration Statement).
     
23.2
  
Consent of Ernst & Young LLP.
     
24.1
  
Power of Attorney (included on page 5 of this Registration Statement).
 
(1)     Incorporated by reference to the Registrant’s Registration Statement on Form S-8, filed with the Commission on September 18, 2012.


 
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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 Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Mississauga, Province of Ontario, Canada, on November 20, 2015.


 
JUST ENERGY GROUP INC.
       
       
       
 
By:
   /s/ Patrick McCullough
 
     
Name: Patrick McCullough
     
Title:  Chief Financial Officer
 

 
 
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POWER OF ATTORNEY
 
Each person whose signature appears below authorizes Rebecca MacDonald and Patrick McCullough as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his or her behalf, in any and all capacities, this Registration Statement on Form S-8 and any amendment thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) necessary or advisable to enable the Registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 20, 2015.

Signature
  
Title
     
/s/ Rebecca MacDonald
    
Rebecca MacDonald
  
Executive Chair
     
/s/ James Lewis
    
James Lewis
  
Co-Chief Executive Officer
     
/s/ Deborah Merril
    
Deborah Merril
  
Co-Chief Executive Officer
     
/s/ Patrick McCullough
    
Patrick McCullough
  
Chief Financial Officer
     
/s/ David F. Wagstaff
    
David F. Wagstaff
  
Director
     
/s/ Ryan Barrington-Foote
    
Ryan Barrington-Foote
  
Director
     
/s/ John A. Brussa
    
John A. Brussa
  
Director


 
4
 


     
/s/ H. Clark Hollands
    
H. Clark Hollands
  
Director
     
/s/ William F. Weld
    
William F. Weld
  
Director
     
/s/ George Sladoje
    
George Sladoje
  
Director
     
/s/ Brett A. Perlman
    
Brett A. Perlman
  
Director
     
/s/ R. Scott Gahn
    
R. Scott Gahn
  
Director


 
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AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, the undersigned certifies that it is the duly authorized United States representative of Just Energy Group Inc. and has duly caused this Registration Statement to be signed on behalf of it by the undersigned, thereunto duly authorized, in the City of Mississauga, Province of Ontario, Canada on November 20, 2015.


 
JUST ENERGY (U.S.) CORP.
 
(Authorized Representative)
       
       
 
By:
   /s/ Patrick McCullough
 
  Name:   Patrick McCullough  
  Title:   Chief Financial Officer  

 

 
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EXHIBIT INDEX
 

Exhibit No.
  
Description
     
4.1
  
Specimen Common Share certificate.(1)
     
4.2
  
Certificate and Articles of Arrangement of the Registrant.(1)
     
5.1
  
Opinion of Burnett, Duckworth & Palmer LLP.
     
23.1
  
Consent of Burnett, Duckworth & Palmer LLP (included in Exhibit 5.1 to this Registration Statement).
     
23.2
  
Consent of Ernst & Young LLP.
     
24.1
  
Power of Attorney (included on page 5 of this Registration Statement).


(1) 
Incorporated by reference to the Registrant’s Registration Statement on Form S-8, filed with the Commission on September 18, 2012.


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