Form S-8 POS - Securities to be offered to employees in employee benefit plans, post-effective amendments

As filed with the Securities and Exchange Commission on October 2, 2023

Registration No. 333-80817

Registration No. 333-80819

Registration No. 333-18991

Registration No. 333-11843

Registration No. 033-56401

Registration No. 333-122428

Registration No. 333-124624

Registration No. 333-149388

Registration No. 333-175813

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-80817

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-80819

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-18991

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-11843

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 033-56401

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-122428

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-124624

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-149388

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-175813

UNDER

THE SECURITIES ACT OF 1933

_________________________

NORTHWESTERN CORPORATION

d/b/a

NORTHWESTERN ENERGY

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)						46-0172280 (I.R.S. Employer Identification No)


3010 W. 69th Street Sioux Falls, South Dakota (Address of Principal Executive Offices)						57108 (Zip Code)

__________________

Team Member Stock Purchase Plan

Stock Option and Incentive Plan

NorthWestern Public Service Company Supplemental Variable Investment Plan

NorthWestern Public Service Company Employee Stock Ownership Plan and Trust Agreement

Variable Investment Plan and Trust Agreement

NorthWestern Corporation 2004 Special Recognition Grant Restricted Stock Plan

NorthWestern Corporation 2005 Long-Term Incentive Plan

NorthWestern Corporation Amended and Restated 2005 Long-Term Incentive Plan

(Full title of the plans)

__________________

Shannon M. Heim

Vice President and General Counsel

NorthWestern Corporation

3010 W. 69th Street

Sioux Falls, South Dakota 57108

(Name and address of agent for service)

(605) 978-2900

(Telephone number, including area code, of agent for service)

_________________________

with copies to:

_________________________

Robert Joseph, Esq.

Husch Blackwell LLP

120 S Riverside Plaza, Suite 2200

Chicago, Illinois 60606

Tel: 312.526.1536

Fax: 312.655.1501

Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act:


Large accelerated filer ☒			Accelerated filer ☐
Non-accelerated filer ☐ (do not check if a smaller reporting company)			Smaller reporting company ☐

EXPLANATORY NOTE

Deregistration of Securities

NorthWestern Corporation (the “Registrant”) is filing this Post-Effective Amendment to the Registration Statements on Form S-8 listed below (collectively, the “Prior Registration Statements”) because the Registrant is no longer issuing securities pursuant to the plans noted on the cover page of this Post-Effective Amendment and to deregister all securities of the Registrant that had been registered for issuance pursuant to the plans noted on the cover page of this Post-Effective Amendment on the Prior Registration Statements that remain unsold under such Prior Registration Statements:

A.File Number 333-80817 filed on June 16, 1999.

B.File Number 333-80819 filed on June 16, 1999.

C.File Number 333-18991 filed on December 30, 1996.

D.File Number 333-11843 filed on September 12, 1996.

E.File Number 033-56401 filed on November 10, 1994.

F.File Number 333-122428 filed on January 31, 2005.

G.File Number 333-124624 filed on May 4, 2005.

H.File Number 333-149388 filed on February 26, 2008.

I.File Number 333-175813 filed on July 27, 2011.

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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Helena, State of Montana, on October 2, 2023.


NorthWestern Corporation



By			/s/ Shannon M. Heim
			Shannon M. Heim
			Vice President and General Counsel

Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Prior Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.

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