As filed with the Securities and Exchange Commission on December 9, 2014
Registration No. 333-196628   
         
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
 

 
 
 

EL PASO ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
Texas
 
 
 
74-0607870
    (State or other jurisdiction of incorporation or organization)
 
 
 
(IRS Employer Identification No.)
100 NORTH STANTON
EL PASO TX 79901
(Address of principal executive offices) (Zip Code)
 
 
 
 
 

AMENDED AND RESTATED 2007 LONG-TERM INCENTIVE PLAN
(Full title of the Plan)
 
 
 
 
 

THOMAS V. SHOCKLEY III
CHIEF EXECUTIVE OFFICER
EL PASO ELECTRIC COMPANY
100 NORTH STANTON
EL PASO TX 79901
(915) 543-5711
(Name, address including zip code, and telephone number,
including area code, of agent for service)
 
 
 
 
 

Copies to:
Daniel G. Kelly, Jr.
Davis Polk & Wardwell
1600 El Camino Real
Menlo Park, California 94025
(650) 752-2000
 
 
 
 
 

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.

Large accelerated filer      
ý
 
Accelerated filer
o
Non-accelerated filer    
o
 
Smaller reporting company
o



    
EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-196628) (the “Registration Statement”) is being filed pursuant to Rule 462(d) of the Securities Act of 1933, as amended, solely to file Exhibit 15.1 to the Registration Statement.









1


PART II
Information Required in the Registration Statement
Item 8.    Exhibits
Exhibit Number                Exhibit
5.1*
Opinion of Counsel.
15.1
Letter re: Unaudited Interim Financial Information.
23.1*
Consent of Independent Registered Public Accounting Firm.
23.2*
Consent of Counsel (included in Exhibit 5.1).
24.1*
Powers of Attorney.
99.1*
El Paso Electric Company Amended and Restated 2007 Long-Term Incentive Plan.

*Previously filed


II- 1


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 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 El Paso, State of Texas, on the 9th day of December, 2014.
EL PASO ELECTRIC COMPANY


By:    /s/ NATHAN T. HIRSCHI
Name: Nathan T. Hirschi
Title: Senior Vice President - Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.


Signature
Title
Date



 
 
*
Chief Executive Officer (Principal Executive Officer) and Director
December 9, 2014

(Thomas V. Shockley III)
 
 
 
 
 
 


*
Senior Vice President - Chief Financial Officer (Principal Financial Officer)
December 9, 2014
(Nathan T. Hirschi)
 
 
 
 
*
Director
December 9, 2014
(Catherine A. Allen)
 
 
 
 
 
*
Director
December 9, 2014
(John Robert Brown)
 
 
 
 
 
*
Director
December 9, 2014
(James W. Cicconi)
 
 
 
 
 
 
 
 

II- 2


 
 
 
*
Director
December 9, 2014
(Edward Escudero)
 
 
 
 
*
Director
December 9, 2014
(James W. Harris)
 
 
 
 
 
*
Director
December 9, 2014
(Patricia Z. Holland-Branch
 
 
 
 
*
Director
December 9, 2014
(Woodley L. Hunt)
 
 
 
 
*
Director
December 9, 2014
(Michael K. Parks)
 
 
 
 
*
Director
December 9, 2014
(Eric B. Siegel)
 
 
 
 
*
Director
December 9, 2014
(Stephen N. Wertheimer)
 
 
 
 
*
Director
December 9, 2014
(Charles A. Yamarone)
 
 
 
 
 
 
 
 
 
 
 
 
 

II- 3


 
 
 
December 9, 2014
 
*By: /s/ NATHAN T. HIRSCHI
 
 
 
Name: Nathan T. Hirschi
Attorney-in-Fact
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



II- 4


EXHIBIT INDEX

Exhibit Number                Exhibit
5.1*
Opinion of Counsel.
15.1
Letter re: Unaudited Interim Financial Information.
23.1*
Consent of Independent Registered Public Accounting Firm.
23.2*
Consent of Counsel (included in Exhibit 5.1).
24.1*
Powers of Attorney.
99.1*
El Paso Electric Company Amended and Restated 2007 Long-Term Incentive Plan.

*Previously filed





Exhibit 15.1



Consent of Independent Registered Public Accounting Firm
The Board of Directors
El Paso Electric Company:

Re: Registration Statement No. 333-196628

With respect to the subject registration statement on Form S-8, we acknowledge our awareness of the use therein of our reports dated May 8, 2014, August 7, 2014, and November 6, 2014 related to our reviews of interim financial information as of and for the three-months ended March 31, 2014 and 2013, the three and six-months ended June 30, 2014 and 2013, and the three and nine-months ended September 30, 2014 and 2013, respectively.

Pursuant to Rule 436 under the Securities Act of 1933 (the Act), such report is not considered part of a registration statement prepared or certified by an independent registered public accounting firm, or a report prepared or certified by an independent registered public accounting firm within the meaning of Sections 7 and 11 of the Act.

/s/ KPMG LLP
Kansas City, MO            
December 9, 2014



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