As filed with the Securities and Exchange Commission on November 20, 2015
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.
|
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.
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 Nove
mb
er 20
,
2015.
|
|
JUST ENERGY GROUP INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Patrick McCullough
|
|
|
|
|
|
Name: Patrick McCullough
|
|
|
|
|
Title: Chief Financial Officer
|
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
Novemb
er 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
|
|
|
|
|
|
/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
|
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
|
|
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.
|
7
Exhibit 5.1
November 20, 2015
Just Energy Group Inc.
6345 Dixie Road
Suite 200
Mississauga, ON L5T 2E6
Dear Sirs:
We have acted as Canadian counsel to Just Energy Group Inc., a Canadian corporation (the "Company"), in connection with the filing by the Company of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), to register 5,000,000 common shares (the "Common Shares") of the Company, which may be issued by the Company pursuant to the Company's 2010 Restricted Share Grant Plan, as amended and restated (the "Plan").
We have made such investigations, considered such questions of law and examined originals or copies, certified or otherwise identified to our satisfaction, of such certificates, documents and records as we considered necessary or relevant for the purposes of the opinion expressed below.
In making such examinations and rendering the opinion expressed herein we have assumed: (a) the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as certified, photo static, notarized or true copies or facsimiles, and the authenticity of the originals of such documents; (b) the identity and capacity of all individuals acting or purporting to act as public officials; and (c) that any signatory to any agreement, instrument or other document referred to herein has the legal capacity to enter into, execute and/or deliver such agreement, instrument or other document and has not entered into, executed or delivered the same under duress or as a result of undue influence.
For the purposes of our opinion we have also assumed that:
|
|
(a)
|
all Common Shares issued under the Plan will be issued for consideration in property or past services that are not less in value than the fair equivalent of the money that the Company would have received if the Common Shares had been issued for money;
|
|
|
(b)
|
at all relevant times no order having the effect of ceasing or suspending the distribution or issuance of the Common Shares or any other securities of the Company will have been issued by any securities regulatory authority and no proceedings for that purpose will have been instituted or will be pending or contemplated; and
|
|
|
(c)
|
all Common Shares will be issued and delivered in accordance with the Plan and the restricted share grants ("RSGs") duly granted by the board of directors of the Company in accordance therewith.
|
|
BURNET, DUCKWORTH & PALMER
LLP
|
November 20, 2015
|
|
|
Page 2
|
For the purposes of the opinion hereinafter expressed, we express no opinion as to the requirements of or any filings with any stock exchange on which the Common Shares or any other securities of the Company may be (or may intend to be) listed and posted for trading or the requirements of any agreement or undertaking to which the Company is party or by which it may be bound.
Our opinion is given as of the date hereof and we disclaim any obligation or undertaking to advise you of any change in law or facts or circumstances occurring or coming to our attention subsequent to the date hereof bearing upon the opinion rendered herein.
We are qualified to practice law in the Provinces of Ontario and Alberta. We express no opinion as to the laws of any jurisdiction other than those of the Provinces of Ontario and Alberta and the federal laws of Canada applicable therein in effect on the date hereof.
Based and relying upon the foregoing and subject to the qualifications set forth herein, we are of the opinion that the Common Shares to be issued pursuant to the Plan, if and when issued in accordance with the terms and conditions of the Plan, the RSGs and the grant agreements related thereto, will be validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the references to our firm name therein. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
This opinion is solely for the use of the addressee in connection with the filing of the Registration Statement and may not be used or relied upon by any other person or for any other purpose without our prior written consent.
Yours truly,
/s/ Burnet, Duckworth & Palmer LLP
BURNET, DUCKWORTH & PALMER LLP