As filed with the Securities and Exchange Commission on June 26, 2009.

Registration No. 333-33896-01

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 15
ON

FORM S-8

TO

FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

NiSource Inc.

(Exact name of registrant as specified in its charter)

Delaware		35-2108964
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

801 East 86th Avenue
Merrillville, Indiana		46410
(Address of Principal Executive Offices)		(Zip Code)

BAY STATE GAS COMPANY SAVINGS PLAN FOR OPERATING EMPLOYEES AND TRUST
(Full title of each plan)

(Name and address of agent for service)

(877) 647-5990

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

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. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

 

 

EXPLANATORY NOTE

     On November 2, 2000, NiSource Inc. (the “Registrant”) filed a Post-Effective Amendment No. 11 on Form S-8 to Form S-4 (Commission File Nos. 333-33896-01 and 333-33896) with the Securities and Exchange Commission (the “Registration Statement”), with respect to, among other plans, the Registrant’s Northern Indiana Public Service Company Bargaining Unit Tax Deferred Savings Plan (the “NIPSCO Savings Plan”) and the Registrant’s Bay State Gas Company Savings Plan for Operating Employees and Trust (the “Bay State Savings Plan” and, collectively with the NIPSCO Savings Plan, the “Plans”). The purpose of this Post-Effective Amendment No. 15 is to withdraw and remove from registration the unissued and unsold securities registered by the Registrant with respect to the Plans under the Registration Statement. The Registration Statement registered 1,500,000 shares of the Company’s Common Stock, $0.01 par value per share (the “Common Stock”) under the NIPSCO Savings Plan and 518,000 shares of Common Stock under the Bay State Savings Plan, along with an indeterminate amount of interests to be offered and sold under the Plans.

     The Registration Statement is hereby amended to deregister all of the unissued and unsold shares of Common Stock (and the corresponding indeterminate amount of interests) for the Plans registered under the Registration Statement. As a result of this deregistration, no securities for the Plans remain registered for sale pursuant to the Registration Statement. Nothing in this Post-Effective Amendment No. 15 shall deregister any securities under the Registration Statement, except as with respect to the Plans as set forth above.

SIGNATURES

The Registrant. 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 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 Merrillville, State of Indiana, on June 23, 2009.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Name		Title		Date
/s/ Robert C. Skaggs, Jr.		President, Chief Executive Officer and Director		June 23, 2009
Robert C. Skaggs, Jr.		(Principal Executive Officer)
/s/ Stephen P. Smith		Executive Vice President and Chief Financial Officer		June 26, 2009
Stephen P. Smith		(Principal Financial Officer)
/s/ Jeffrey W. Grossman		Vice President and Controller		June 25, 2009
Jeffrey W. Grossman		(Principal Accounting Officer)
/s/ Ian M. Rolland		Chairman and Director		June 23, 2009
Ian M. Rolland
/s/ Richard A. Abdoo		Director		June 22, 2009
Richard A. Abdoo
/s/ Steven C. Beering		Director		June 24, 2009
Steven C. Beering
		Director
Dennis E. Foster
/s/ Michael E. Jesanis		Director		June 22, 2009
Michael E. Jesanis
/s/ Marty R. Kittrell		Director		June 23, 2009
Marty R. Kittrell

Name		Title		Date
/s/ W. Lee Nutter		Director		June 24, 2009
W. Lee Nutter
/s/ Deborah S. Parker		Director		June 24, 2009
Deborah S. Parker
/s/ Richard L. Thompson		Director		June 24, 2009
Richard L. Thompson
/s/ Carolyn Y. Woo		Director		June 26, 2009
Carolyn Y. Woo

The Plans. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Merrillville, State of Indiana, on June 26, 2009.