POS AM 1 dposam.txt POST-EFFECTIVE AMENDMENT TO THE FORM S-4
As filed with the Securities and Exchange Commission on August 13, 2001 (No. 333-46036) ============================================================================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT Under The Securities Act of 1933 ------------ NUI CORPORATION (Exact name of co-registrant as specified in its charter) New Jersey 4932 22-3708029 ------------------------------------- ------------------------------------- ------------------------------- (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) ------------ NUI UTILITIES, INC. (Exact name of co-registrant as specified in its charter) New Jersey 4924 22-1869941 ------------------------------------- ------------------------------------- ------------------------------- (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) ------------ NUI Corporation James R. Van Horn, Esq. NUI Utilities, Inc. Chief Administrative Officer, 550 Route 202-206 General Counsel and Corporate Secretary P.O. Box 760 550 Route 202-206 Bedminster, New Jersey 07921-0760 P.O. Box 760 (908) 781-0500 Bedminster, New Jersey 07921-0760 (908) 781-0500 (Address, including zip code, and telephone number, (Name, address, including zip code, and telephone including area code, of co-registrants' principal number, including area code, of agent for service) executive offices) ------------ Copies to: Gary E. Thompson, Esq. Elizabeth A. McClanahan, Esq. Jane Whitt Sellers, Esq. Hunton & Williams Penn, Stuart & Eskridge McGuireWoods LLP Riverfront Plaza, East Tower 208 East Main Street One James Center 951 East Byrd Street Abingdon, Virginia 24212 901 East Cary Street Richmond, Virginia 23219 (540) 628-5151 Richmond, Virginia 23219 (804) 788-8200 (804) 775-1000 ==============================================================================================================================
Pursuant to the Registration Statement on Form S-4 (SEC File No. 333-46036)(the "Registration Statement"), (1) NUI Corporation, a New Jersey corporation (formerly known as NUI Holding Company) (the "Company"), registered the offering and sale of 1,158,928 shares of its common stock, no par value (the "Company Common Stock"), and (2) NUI Utilities, Inc. (formerly known as NUI Corporation)("Utilities") registered the offering and sale of 1,158,928 shares of its common stock, no par value (the "Utilities Common Stock"). Shares of either Company Common Stock or Utilities Common Stock were issuable pursuant to an Agreement and Plan of Reorganization, dated as of June 13, 2000, by and among Utilities, Virginia Gas Company ("Virginia Gas") and VGC Acquisition, Inc., a wholly owned subsidiary of the Company ("Acquisition"), that provided for the merger of Virginia Gas with and into Acquisition (the "Merger"). The Merger became effective on March 28, 2001. As of the effective time of the Merger, (A) 792,573 shares of Company Common Stock became issuable in exchange for shares of Virginia Gas common stock, and (B) 135,814 shares of Company Common Stock became issuable pursuant to the terms of warrants to purchase Virginia Gas common stock, which were converted into warrants to purchase Company Common Stock. No shares of Utilities Common Stock became issuable in the Merger. Accordingly, (1) the Company hereby removes from registration the remaining 230,541 shares of Company Common Stock registered under the Registration Statement, and (2) Utilities hereby removes from registration all 1,158,928 shares of Utilities Common Stock registered under the Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, NUI CORPORATION has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bedminster, State of New Jersey, on August 13, 2001. NUI CORPORATION By /s/ John Kean, Jr. ------------------------------------------------ John Kean, Jr. President, Chief Executive Officer and Director (principal executive officer) Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons on the 13th day of August, 2001, in the capacities indicated.
Signature Title --------- ----- /s/ John Kean, Jr. President, Chief Executive Officer ----------------------------------------------------------- and Director (principal executive officer) John Kean, Jr. /s/ John Kean Chairman and Director ----------------------------------------------------------- John Kean /s/ A. Mark Abramovic Senior Vice President, Chief Operating ----------------------------------------------------------- Officer and Chief Financial Officer (principal A. Mark Abramovic financial and accounting officer) Director ----------------------------------------------------------- Dr. Vera King Farris /s/ James J. Forese Director ----------------------------------------------------------- James J. Forese /s/ J. Russell Hawkins Director ----------------------------------------------------------- J. Russell Hawkins
/s/ Bernard S. Lee Director ----------------------------------------------------------- Bernard S. Lee /s/ R. V. Whisnand Director ----------------------------------------------------------- R. V. Whisnand /s/ John Winthrop Director ----------------------------------------------------------- John Winthrop
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, NUI UTILITIES, INC. has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bedminster, State of New Jersey, on August 13, 2001. NUI UTILITIES, INC. By /s/ John Kean, Jr. ------------------------------------------------- John Kean, Jr. President, Chief Executive Officer and Director (principal executive officer) Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons on the 13th day of August, 2001, in the capacities indicated.
Signature Title --------- ----- /s/ John Kean, Jr. President, Chief Executive Officer ----------------------------------------------------------- and Director (principal executive officer) John Kean, Jr. /s/ John Kean Chairman and Director ----------------------------------------------------------- John Kean /s/ A. Mark Abramovic Senior Vice President, Chief Operating ----------------------------------------------------------- Officer and Chief Financial Officer (principal A. Mark Abramovic financial and accounting officer)