-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kf2gNajMh5eqVjajGq/OAbsbj0as0dNnu9KqGkcTOW0LA/p599MmIjpAbZKnKFkJ 9pc0ZKNLIrUwdDm7IKydQw== 0000795185-97-000011.txt : 19971223 0000795185-97-000011.hdr.sgml : 19971223 ACCESSION NUMBER: 0000795185-97-000011 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971222 EFFECTIVENESS DATE: 19971222 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NRG GENERATING U S INC CENTRAL INDEX KEY: 0000795185 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 592076187 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 033-50784 FILM NUMBER: 97742030 BUSINESS ADDRESS: STREET 1: 1221 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55403 BUSINESS PHONE: 6123735300 MAIL ADDRESS: STREET 1: 1221 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55403 FORMER COMPANY: FORMER CONFORMED NAME: O BRIEN ENVIRONMENTAL ENERGY INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: OBRIEN ENERGY SYSTEMS INC DATE OF NAME CHANGE: 19910804 S-8 POS 1 As filed with the Securities and Exchange Commission on December 22, 1997 Registration No. 33-50784 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 NRG Generating (U.S.) Inc. (Exact name of issuer as specified in its charter) Delaware 59-2076187 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1221 Nicollet Mall, Suite 610 55403-2445 Minneapolis, Minnesota (Address of principal executive (Zip Code) offices) O'Brien Environmental Energy, Inc. 1991 Stock Option Plan (Full title of the plan) Timothy P. Hunstad Vice President and Chief Financial Officer NRG Generating (U.S.) Inc. 1221 Nicollet Mall, Suite 610 Minneapolis, Minnesota 55403-2445 (612) 373-5300 (Name, address and telephone number, including area code, of agent for service) The Commission is requested to mail signed copies of all orders, notices and communications to: Daniel T. Falstad, Esq. Troutman Sanders LLP 600 Peachtree Street, N.E., Suite 5200 Atlanta, Georgia 30308-2216 (404) 885-3514 Background Formerly known as O'Brien Environmental Energy, Inc., the registrant (the "Company") changed its name to NRG Generating (U.S.) Inc. in connection with its emergence from bankruptcy on April 30, 1996, under a plan of reorganization (the "Bankruptcy Plan") approved by the U.S. Bankruptcy Court for the District of New Jersey. Under the Bankruptcy Plan, all options granted pursuant to the O'Brien Environmental Energy, Inc. 1991 Stock Option Plan (the "Option Plan") were canceled, and each share of the Company's Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), was canceled and converted into a right to receive approximately .22 shares of the common stock, par value $.01 per share, of the Company. Deregistration of Securities The Company previously registered 1,000,000 shares of the Class A Common Stock (the "Shares") on the Registration Statement on Form S-8 (Registration No. 33-50784) (the "Form S-8") filed with the Securities and Exchange Commission on August 13, 1992. Pursuant to Item 512(a)(3) of Regulation S-K, this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 is being filed in order to deregister all Shares that were registered under the Form S-8 and which remain unissued under the Option Plan. The reasons for the deregistration of the Shares are that (i) no additional shares will be issued under the Option Plan, and (ii) there are no remaining outstanding options under the Option Plan. SIGNATURES Pursuant to the requirements of the 1933 Act, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Minneapolis, State of Minnesota, on December 15, 1997. NRG Generating (U.S.) Inc. (Registrant) By: /s/ Timothy P. Hunstad Name: Timothy P. Hunstad Title: Vice President and Chief Financial Officer Pursuant to the requirements of the 1933 Act, this registration statement, as amended, has been signed by the following persons in the capacities and on the dates indicated. /s/ Robert T. Sherman, Jr. President, Chief Executive December 15, 1997 Robert T. Sherman, Jr. Officer and Director (Principal Executive Officer) /s/ Timothy P. Hunstad Vice President and Chief December 15, 1997 Timothy P. Hunstad Financial Officer (Principal Financial and Accounting Officer) /s/ Leonard Bluhm Chairman of the Board of December 15, 1997 Leonard A. Bluhm Directors /s/ Lawrence I. Littman Director December 15, 1997 Lawrence I. Littman /s/ Craig A. Mataczynski Director December 15, 1997 Craig A. Mataczynski /s/ David H. Peterson Director December 15, 1997 David H. Peterson /s/ Spyros S. Skouras, Jr. Director December 15, 1997 Spyros S. Skouras, Jr. /s/ Charles J. Thayer Director December 15, 1997 Charles J. Thayer /s/ Ronald J. Will Director December 15, 1997 Ronald J. Will -----END PRIVACY-ENHANCED MESSAGE-----