Post-effective Amendment to an S-8 Filing (s-8 Pos)
November 22 2022 - 4:17PM
Edgar (US Regulatory)
As filed with the United States Securities and
Exchange Commission on November 22, 2022
Registration No. 333-183954
Registration No. 333-200194
Registration No. 333-208131
Registration No. 333-250048
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-183954
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-200194
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-208131
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-250048
UNDER THE SECURITIES ACT OF 1933
JUST ENERGY GROUP INC.
(Exact name of registrant as specified in its
charter)
Canada |
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Not Applicable |
(State or other jurisdiction of incorporation or
organization) |
|
(IRS Employer Identification No.) |
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100 King
Street West, Suite 2630
Toronto,
Ontario |
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M5X 1E1 |
(Address of principal executive offices) |
|
(Zip code) |
Just Energy Group Inc. 2020 Equity Compensation
Plan
Just Energy Group Inc. 2010 Restricted Share
Grant Plan
(Full title of the plan)
Just Energy (U.S.) Corp.
5251 Westheimer Road, Suite 1000
Houston, Texas 77056
(855) 694-8529
(Name, address and telephone number, including
area
code, of agent for service) |
Copies to:
Jonah T. Davids
Just Energy Group Inc.
100 King
Street West, Suite 2630
Toronto, Ontario M5X 1E1
(905) 670-4440 |
Copies to:
Matthew R. Pacey, P.C.
Atma Kabad
Kirkland & Ellis LLP
609 Main Street, Suite 4700
Houston, Texas 77002
(713) 836-3786 |
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 |
¨ |
Accelerated filer |
¨ |
Non-accelerated filer |
x |
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. ¨
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (these “Post-Effective Amendments”)
are being filed by Just Energy Group Inc. (“Just Energy”) to deregister all unsold common shares under the following Registration
Statements on Form S-8 (collectively, the “Registration Statements”) filed by Just Energy with the Securities and Exchange
Commission:
As previously disclosed, on March 9, 2021,
Just Energy and certain of its direct and indirect subsidiaries (together with Just Energy, the “Company”) commenced voluntary
cases under the Companies’ Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List) (the “Court”).
On the same date, Just Energy, as authorized foreign representative for the Company, commenced voluntary cases (the “Chapter 15
Cases”) under chapter 15 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of
Texas. The Company’s Chapter 15 Cases are jointly administered under the caption In re Just Energy Group Inc., et al., Case
No. 21-30823. On November 3, 2022, the Court granted an order that approved the transactions (the “Transaction”)
provided for under the transaction agreement entered into on August 4, 2022 among Just Energy and the lenders of the Company’s
debtor-in-possession financing facility, one of their affiliates and the holder of certain assigned secured claims (collectively, the
“Purchaser”). Upon the closing of the Transaction, the Purchaser will own all of the outstanding equity of Just Energy (U.S.)
Corp., which will be the new parent company of Just Energy, and Just Energy will no longer be a public company.
In connection with the closing of the Transaction, Just Energy has
terminated all offerings of securities pursuant to the Registration Statements and is no longer issuing securities under the Plans. In
accordance with an undertaking made by Just Energy in the Registration Statements to remove from registration, by means of a post-effective
amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, Just Energy
hereby removes from registration by means of these Post-Effective Amendments all of such securities registered but unsold under the Registration
Statements as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such
securities and Just Energy hereby terminates the effectiveness of each of the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
(the “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 these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, State of Texas, on November 22, 2022. No other
person is required to sign these Post-Effective Amendments to the Registration Statements on Form S-8 in reliance upon Rule 478
under the Act.
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Just Energy Group Inc.
(Registrant)
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By: |
/s/ Michael Carter |
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Michael Carter |
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Chief Financial Officer |
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