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As filed with the Securities and Exchange Commission on December 22, 1997
Registration No. 33-15786
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NRG Generating (U.S.) Inc.
(Exact name of issuer as specified in its charter)
Delaware 59-2076187
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1221 Nicollet Mall, Suite 610 55403-2445
Minneapolis, Minnesota
(Address of principal executive (Zip Code)
offices)
O'Brien Energy Systems, Inc.
Incentive Stock Option Plan
(Full title of the plan)
Timothy P. Hunstad
Vice President and Chief Financial Officer
NRG Generating (U.S.) Inc.
1221 Nicollet Mall, Suite 610
Minneapolis, Minnesota 55403-2445
(612) 373-5300
(Name, address and telephone number, including area code, of agent for
service)
The Commission is requested to mail signed copies of all orders, notices
and communications to:
Daniel T. Falstad, Esq.
Troutman Sanders LLP
600 Peachtree Street, N.E., Suite 5200
Atlanta, Georgia 30308-2216
(404) 885-3514
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Background
Formerly known as O'Brien Environmental Energy, Inc., the registrant
(the "Company") changed its name to NRG Generating (U.S.) Inc. in
connection with its emergence from bankruptcy on April 30, 1996, under a
plan of reorganization (the "Bankruptcy Plan") approved by the U.S.
Bankruptcy Court for the District of New Jersey. Under the Bankruptcy
Plan, all options granted pursuant to the O'Brien Energy Systems, Inc.
Incentive Stock Option Plan (the "Option Plan") were canceled, and each
share of the Company's Class A Common Stock, par value $.01 per share (the
"Class A Common Stock"), was canceled and converted into a right to receive
approximately .22 shares of the common stock, par value $.01 per share, of
the Company.
Deregistration of Securities
The Company previously registered 749,994 shares of the Class A Common
Stock (the "Shares") on the Registration Statement on Form S-8
(Registration No. 33-15786) (the "Form S-8") filed with the Securities and
Exchange Commission on July 17, 1987, as amended on November 7, 1988 and
March 1, 1990. Pursuant to Item 512(a)(3) of Regulation S-K, this Post-
Effective Amendment No. 3 to Registration Statement on Form S-8 is being
filed in order to deregister all Shares that were registered under the Form
S-8 and which remain unissued under the Option Plan. The reasons for the
deregistration of the Shares are that (i) no additional shares will be
issued under the Option Plan, and (ii) there are no remaining outstanding
options under the Option Plan.
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SIGNATURES
Pursuant to the requirements of the 1933 Act, 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Minneapolis, State of Minnesota, on December 15,
1997.
NRG Generating (U.S.) Inc.
(Registrant)
By: /s/ Timothy P. Hunstad
Name: Timothy P. Hunstad
Title: Vice President and Chief Financial
Officer
Pursuant to the requirements of the 1933 Act, this registration
statement, as amended, has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Robert T. Sherman, Jr. President, Chief Executive December 15, 1997
Robert T. Sherman, Jr. Officer and Director
(Principal Executive
Officer)
/s/ Timothy P. Hunstad Vice President and Chief December 15, 1997
Timothy P. Hunstad Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Leonard Bluhm Chairman of the Board of December 15, 1997
Leonard A. Bluhm Directors
/s/ Lawrence I. Littman Director December 15, 1997
Lawrence I. Littman
/s/ Craig A. Mataczynski Director December 15, 1997
Craig A. Mataczynski
/s/ David H. Peterson Director December 15, 1997
David H. Peterson
/s/ Spyros S. Skouras, Jr. Director December 15, 1997
Spyros S. Skouras, Jr.
/s/ Charles J. Thayer Director December 15, 1997
Charles J. Thayer
/s/ Ronald J. Will Director December 15, 1997
Ronald J. Will
