As filed with the Securities and Exchange Commission
on February 23, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MDU RESOURCES GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
30-1133956 |
(State or other jurisdiction of incorporation or
organization) |
|
(I.R.S. Employer Identification No) |
| 1200 West Century Avenue |
|
|
| P.O. Box 5650 |
|
|
| Bismarck, North Dakota |
|
58506-5650 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
| |
|
|
MDU RESOURCES GROUP, INC. 401(k) RETIREMENT
PLAN
(Full title of the plan)
| Nicole A. Kivisto |
|
Jason L. Vollmer |
| President and Chief Executive Officer |
|
Vice President, Chief Financial Officer and Treasurer |
| MDU Resources Group, Inc. |
|
MDU Resources Group, Inc. |
| 1200 West Century Avenue |
|
1200 West Century Avenue |
| P.O. Box 5650 |
|
P.O. Box 5650 |
| Bismarck, North Dakota 58506-5650 |
|
Bismarck, North Dakota 58506-5650 |
| (Name and address of agent for service) |
(701) 530-1000
(Telephone number, including area code, of agent
for service)
Copy to:
Jason Day
Jonathan S. Schulman
Perkins Coie LLP
1900 Sixteenth Street, Suite 1400
Denver, Colorado 80202
(303) 291-2300
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 x |
|
Accelerated filer ¨ |
| Non-accelerated filer ¨ |
|
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 to
Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
MDU Resources Group, Inc. (the “Registrant”)
previously filed (i) a Registration Statement on Form S-8 (File No. 333-198364) (the "First Prior Registration Statement"), pertaining to the registration
of 3,500,000 shares of common stock, par value $1.00 per share (the “Common Stock”), issuable under the MDU Resources Group,
Inc. 401(k) Retirement Plan (the “Plan”), (ii) a Registration Statement on Form S-8 (File No. 333-212635), as amended by Post-Effective
Amendment No. 1 thereto (as so amended, the "Second Prior Registration Statement”), pertaining to the registration of 4,500,000
shares of Common Stock issuable under the Plan, and (iii) a Registration Statement on Form S-8 (File No. 333-234760) (the “Third
Prior Registration Statement”, and, together with the First Prior Registration Statement and the Second Prior Registration Statement,
the “Prior Registration Statements”), pertaining to the registration of 5,000,000 shares of Common Stock issuable under the
Plan. The Registrant hereby incorporates by reference the contents of the Prior Registration Statements to the extent not otherwise amended
or superseded by the contents of this Registration Statement.
This Registration Statement is being filed pursuant
to General Instruction E of Form S-8 to register under the Securities Act of 1933, as amended, the offer and sale of an additional
5,000,000 shares of Common Stock pursuant to the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant
or the MDU Resources Group, Inc. 401(k) Retirement Plan with the Securities and Exchange Commission (the “Commission”)
are incorporated by reference herein as of their respective dates of filing:
| · | The Registrant’s Current Report on Form 8-K (except for the portions which were furnished rather than filed), filed with
the Commission on February 21, 2024. |
All documents filed by the Registrant or the MDU
Resources Group, Inc. 401(k) Retirement Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, after the date of this registration statement, and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference in this registration statement and to be a part hereof from the date of filing of such documents, except as to any portion
of any future annual or quarterly report to stockholders or document or information deemed to have been furnished and not filed in accordance
with the rules of the Commission shall not be deemed incorporated by reference in this registration statement.
Any statement contained in a document incorporated
by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this registration statement.
Item 8. Exhibits.
| Exhibit No. |
|
Description |
| |
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| *4(a) |
|
Amended and Restated Certificate of Incorporation of MDU Resources Group, Inc., filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed on May 8, 2019 (File No. 001-03480). |
| |
|
|
| *4(b) |
|
Amended and Restated Bylaws of MDU Resources Group, Inc., filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on February 15, 2019 (File No. 001-03480). |
| |
|
|
| *4(c) |
|
MDU Resources Group, Inc. 401(k) Retirement Plan, as restated April 1, 2020, filed as Exhibit 10(a) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 8, 2020 (File No. 001-03480). |
| |
|
|
| *4(d) |
|
First Amendment to MDU Resources Group, Inc. 401(k) Retirement Plan, as amended December 17, 2020, filed as Exhibit 10(u) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on February 19, 2021 (File No. 001-03480). |
| |
|
|
| *4(e) |
|
Second Amendment to MDU Resources Group, Inc. 401(k) Retirement Plan, as amended January 1, 2021, filed as Exhibit 10(a) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed on May 6, 2021 (File No. 001-03480). |
| *4(f) |
|
Third Amendment to MDU Resources Group, Inc. 401(k) Retirement Plan, as amended January 1, 2022, filed as Exhibit 10(w) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 23, 2022 (File No. 001-03480). |
| |
|
|
| *4(g) |
|
Fourth Amendment to MDU Resources Group, Inc. 401(k) Retirement Plan, as amended August 17, 2022, filed as Exhibit 10(a) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed on November 3, 2022 (File No. 001-03480). |
| |
|
|
| *4(h) |
|
Fifth Amendment to MDU Resources Group, Inc. 401(k) Retirement Plan, as amended December 28, 2022, filed as Exhibit 10(w) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 24, 2023 (File No. 001-03480). |
| |
|
|
| *4(i) |
|
Sixth Amendment to MDU Resources Group, Inc. 401(k) Retirement Plan, as amended May 1, 2023, filed as Exhibit 10(ae) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 22, 2024 (File No. 001-03480). |
| |
|
|
| *4(j) |
|
Seventh Amendment to MDU Resources Group, Inc. 401(k) Retirement Plan, as amended August 23, 2023, filed as Exhibit 10(af) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 22, 2024 (File No. 001-03480). |
| |
|
|
| *4(k) |
|
Eighth Amendment to MDU Resources Group, Inc. 401(k) Retirement Plan, as amended January 1, 2024, filed as Exhibit 10(ag) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 22, 2024 (File No. 001-03480). |
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| 5(a) |
|
Opinion of Perkins Coie LLP. |
| |
|
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| 23(a) |
|
Consent of Deloitte & Touche LLP. |
| |
|
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| 23(b) |
|
Consent of Baker Tilly US, LLP. |
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| 23(c) |
|
Consent of Perkins Coie LLP (included in Exhibit 5(a)). |
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|
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| 24(a) |
|
Power of Attorney (see signature page). |
| |
|
|
| 107 |
|
Filing Fee Table. |
*Previously filed and incorporated herein by reference.
The Registrant will submit
or have submitted the MDU Resources Group, Inc. 401(k) Retirement Plan and any amendment thereto to the Internal Revenue Service
(the “IRS”) in a timely manner and have made or will make all changes required by the IRS in order to qualify the plan, as
amended, under Section 401 of the Internal Revenue Code of 1986, as amended.
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 this
Registration Statement 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 Bismarck, State of North Dakota on the 23rd day of February, 2024.
| |
MDU RESOURCES GROUP, INC. |
| |
|
| |
By: |
/s/ Nicole A. Kivisto |
| |
|
Nicole A. Kivisto |
| |
|
President and Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby
authorizes Nicole A. Kivisto, Jason L. Vollmer and Paul R. Sanderson, or any of them, as attorneys-in-fact, with full power of substitution,
to execute in the name and on the behalf of each person, individually and in each capacity stated below, and to file, any and all amendments
to this registration statement, including any and all post-effective amendments.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates
indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Nicole A. Kivisto |
|
President, Chief Executive Officer and Director |
|
February 23, 2024 |
| Nicole A. Kivisto |
|
|
|
|
| |
|
|
|
|
| /s/ Jason L. Vollmer |
|
Vice President, Chief Financial Officer and Treasurer |
|
February 23, 2024 |
| Jason L. Vollmer |
|
|
|
|
| |
|
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| /s/ Stephanie A. Sievert |
|
Vice President, Chief Accounting Officer and Controller |
|
February 23, 2024 |
| Stephanie A. Sievert |
|
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| /s/ Dennis W. Johnson |
|
Chair of the Board |
|
February 23, 2024 |
| Dennis W. Johnson |
|
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| /s/ Darrel T. Anderson |
|
Director |
|
February 23, 2024 |
| Darrel T. Anderson |
|
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| /s/ James H. Gemmel |
|
Director |
|
February 23, 2024 |
| James H. Gemmel |
|
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| /s/ David L. Goodin |
|
Director |
|
February 23, 2024 |
| David L. Goodin |
|
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| /s/ Dale S. Rosenthal |
|
Director |
|
February 23, 2024 |
| Dale S. Rosenthal |
|
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| /s/ Edward A. Ryan |
|
Director |
|
February 23, 2024 |
| Edward A. Ryan |
|
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| /s/ David M. Sparby |
|
Director |
|
February 23, 2024 |
| David M. Sparby |
|
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| /s/ Chenxi Wang |
|
Director |
|
February 23, 2024 |
| Chenxi Wang |
|
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SIGNATURE
The Plan: Pursuant to the requirements of
the Securities Act of 1933, the MDU Resources Group, Inc. Employee Benefits Committee, which functions as the 401(k) Retirement
Plan Committee, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Bismarck, State of North Dakota on the 23rd day of February, 2024.
| |
MDU RESOURCES GROUP, INC. 401(k) RETIREMENT PLAN |
| |
|
| |
By: |
/s/ Jason L. Vollmer |
| |
|
Jason L. Vollmer |
| |
|
Chairman, Employee Benefits Committee |
Exhibit 5(a)
February 23, 2024
MDU Resources Group, Inc.
1200 West Century Avenue
P.O. Box 5650
Bismarck, North Dakota 58506-5650
| Re: | Registration Statement on Form S-8 of Shares of Common Stock, $1.00 par value per share, of MDU Resources Group, Inc. |
Ladies and Gentlemen:
We have acted as counsel to MDU Resources Group, Inc., a Delaware
corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration
Statement”) under the Securities Act of 1933, as amended (the “Act”), which the Company is filing with the
Securities and Exchange Commission with respect to up to an additional 5,000,000 shares of common stock, $1.00 par value per share (the
“Shares”), which may be issued pursuant to the MDU Resources Group, Inc. 401(k) Retirement Plan (the “Plan”).
We have examined the Registration Statement and such documents and
records of the Company as we have deemed necessary for the purpose of this opinion. In giving this opinion, we are assuming the authenticity
of all instruments presented to us as originals, the conformity with originals of all instruments presented to us as copies and the genuineness
of all signatures.
Based upon and subject to the foregoing, we are of the opinion that
any Shares that may be issued pursuant to the Plan, upon the due execution by the Company of any certificates representing the Shares,
the registration by its registrar of the Shares and the issuance thereof by the Company in accordance with the terms of the Plan, and
the receipt of consideration therefor in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under
Section 7 of the Act.
| |
Very truly yours, |
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|
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/s/ PERKINS COIE LLP |
Exhibit 23(a)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our reports dated February 22, 2024, relating to the financial statements and financial statement schedules of
MDU Resources Group, Inc., and the effectiveness of MDU Resources Group, Inc.’s internal control over financial reporting, appearing
in the Annual Report on Form 10-K of MDU Resources Group, Inc. for the year ended December 31, 2023.
/s/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
February 23, 2024
Exhibit 23(b)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent to the incorporation by reference in the Registration Statement
on Form S-8 of MDU Resources Group, Inc. of our report dated June 21, 2023, relating to the statements of net assets available for benefits
of MDU Resources Group, Inc. 401(k) Retirement Plan as of December 31, 2022 and 2021 and the related statement of changes in net assets
available for benefits for the year ended December 31, 2022, appearing in the Annual Report on Form 11-K of the MDU Resources Group, Inc.
401(k) Retirement Plan for the year ended December 31, 2022.
/s/ Baker Tilly US, LLP
Minneapolis, Minnesota
February 23, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
MDU Resources Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security
Type |
Security
Class
Title |
Fee
Calculation
Rule |
Amount
Registered(1) |
Proposed
Maximum
Offering
Price Per
Unit(2) |
Maximum
Aggregate
Offering
Price(2) |
Fee
Rate |
Amount of
Registration
Fee |
| Equity |
Common Stock, par value $1.00 per share |
Rule 457(c) and 457(h) |
5,000,000 |
$20.885 |
$104,425,000 |
$0.00014760 |
$15,413.13 |
| Total Offering Amounts |
|
$104,425,000 |
|
$15,413.13 |
| Total Fee Offsets |
|
|
|
|
| Net Fee Due |
|
|
|
$15,413.13 |
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration
statement also covers an indeterminate number of additional shares of common stock, par value $1.00 per share, of the registrant (the
“Common Stock”) that may be issued to adjust the number of shares issued pursuant to the MDU Resources Group, Inc. 401(k) Retirement
Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction which results
in an increase in the number of shares of the registrant’s outstanding Common Stock. In addition, pursuant to Rule 416(c) under
the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the
Plan. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under
the Securities Act. The proposed maximum offering price per share is estimated based on the average of the high and low sales prices for
the Common Stock as reported by the New York Stock Exchange on February 16, 2024. |
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