As filed with the Securities and Exchange Commission on September 20, 2019
Registration No. 333- 231297
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Southwest Gas Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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81-3881866
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(State or other jurisdiction of
Incorporation or organization)
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(I.R.S. Employer
Identification No.)
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5241 Spring Mountain Road
P.O. Box 98510
Las Vegas,
Nevada 89193-8510
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive
Offices)
Gregory J. Peterson
Senior
Vice President, Chief Financial Officer
Southwest Gas Holdings, Inc.
5241 Spring Mountain Road
P.O. Box 98510
Las Vegas,
Nevada 89193-8510
(702) 876-7237
Copies to:
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Brandon C. Parris, Esq.
Morrison & Foerster LLP
425 Market Street
San
Francisco, California 94105
(415) 268-7500
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Randall J. Towers, Esq.
Robert C. Kim, Esq.
Ballard
Spahr LLP
1735 Market Street
Philadelphia, Pennsylvania 19103
(215) 665-8500
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Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this form
is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
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:
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
CALCULATION OF
REGISTRATION FEE
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Title of each class of
Securities to be Registered
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Amount to be
registered/Proposed
maximum offering price
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Amount of
registration fee
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See Below (1)
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NA
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NA
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(1)
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No additional securities are to be registered, and registration fees were paid upon filing of the original
Registration Statement on Form S-3 (File No. 333-231297). Therefore, no further registration fee is required.
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