ALLETE has entered an agreement to be acquired by a partnership led by Canada Pension Plan Investment Board and Global Infrastructure Partners and start the process to become a private company. Learn more at www.ALLETEforward.com.
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As filed with the Securities and Exchange Commission on November 1, 2018
Registration Statement No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________
Form S‑8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________________________________________________
ALLETE, Inc.
(Exact name of registrant as specified in its charter)
Minnesota
41‑0418150
(State of incorporation or organization)
(I.R.S. Employer Identification No.)
30 West Superior Street
Duluth, Minnesota 55802‑2093
(218) 279‑5000
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
________________________________________________________
ALLETE Executive Long-Term Incentive Compensation Plan
(Full Title of Plan)
________________________________________________________
ALAN R. HODNIK
ROBERT J. ADAMS
Chairman, President and
Senior Vice President and
Chief Executive Officer
Chief Financial Officer
30 West Superior Street
30 West Superior Street
Duluth, Minnesota 55802‑2093
Duluth, Minnesota 55802‑2093
(218) 279‑5000
(218) 279‑5000
 
 
BETHANY M. OWEN, Esq.
THOMAS P. GIBLIN, Jr., Esq.
Senior Vice President, Chief Legal &
Morgan, Lewis & Bockius LLP
Administrative Officer and Corporate Secretary
101 Park Avenue
30 West Superior Street
New York, New York 10178‑0060
Duluth, Minnesota 55802‑2093
(212) 309‑6000
(218) 279‑5000
 
(Names and addresses, including zip codes, and telephone numbers, including area codes, of agents for service)
________________________________________________________
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 Securities Exchange Act of 1934.
 
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 pursuant to Section 7(a)(2)(B) of the Securities Act of 1933. ¨
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
Amount to be
Registered
Proposed Maximum
Offering Price Per Share (2)
Proposed Maximum
Aggregate Offering Price (2)
Amount of
Registration Fee
Common Stock, without par value
632,100 Shares (1)
$75.74
$47,875,254
$5,802.48
(1)
In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers such indeterminable number of additional securities as may become deliverable as a result of stock splits, stock dividends, split ups, recapitalizations or similar transactions, in accordance with the provisions of the plan.
(2)
Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933 on the basis of the average of the high and low prices of the registrant’s common stock on the New York Stock Exchange composite tape on October 26, 2018.



ALLETE Executive Long-term Incentive Compensation Plan
Part II. Information Required in the Registration Statement
Item 3.
Incorporation of Documents by Reference.
ALLETE, Inc. (ALLETE) hereby incorporates herein by reference the following documents previously filed by ALLETE with the Securities and Exchange Commission (SEC).
•
ALLETE’s Annual Report on Form 10‑K for the year ended December 31, 2017;
•
ALLETE’s Quarterly Reports on Form 10‑Q for the quarters ended March 31, 2018, June 30, 2018, and September 30, 2018; and
•
ALLETE’s Current Reports on Form 8‑K filed with the SEC on January 16, 2018, May 10, 2018, and October 3, 2018.
All documents subsequently filed by ALLETE pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (other than any documents, or portions of documents, not deemed to be filed) prior to the filing of a post‑effective amendment which indicates that all securities offered have been sold or which deregisters all the securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the respective dates of filing thereof. Any statement contained in an incorporated document shall be deemed to be modified or superseded to the extent that a statement contained herein or in any subsequently filed incorporated document modifies or supersedes such statement.
Item 4.
Description of Securities.
Description of Common Stock
General. The following statements describing ALLETE’s common stock are not intended to be a complete description. For additional information, please see ALLETE’s Articles of Incorporation and Bylaws. Each of these documents has been previously filed with the SEC and they are exhibits to the registration statement filed with the SEC of which this prospectus is a part. Reference is also made to the laws of the State of Minnesota.
ALLETE has the following capital stock authorized by its Articles of Incorporation: 80,000,000 shares of common stock, without par value, and 3,616,000 shares of preferred stock. As of October 15, 2018, 51,429,232 shares of common stock were issued and outstanding and no shares of preferred stock were issued and outstanding.
Dividend Rights. ALLETE’s common stock is entitled to dividends only after ALLETE has provided for dividends and any sinking fund requirements on any issued and outstanding preferred stock. ALLETE’s Articles of Incorporation contain provisions which would restrict net income available for the payment of cash dividends on outstanding common stock in the event that shares of ALLETE’s preferred stock were outstanding and certain common stock equity capitalization ratios were not met.
Voting Rights (Non‑Cumulative Voting). Holders of ALLETE’s common stock are entitled to receive notice of and to vote at any meeting of shareholders. Each share of ALLETE’s common stock, as well as each share of any of ALLETE’s issued and outstanding preferred stock, is entitled to one vote. Holders of ALLETE’s common stock do not have cumulative voting rights. Each director is elected by the vote of a majority of the votes cast with respect to the director at a meeting of shareholders called for such purpose at which a quorum is present. At any such meeting for which the number of nominees (other than nominees withdrawn on or before the sixtieth (60th) day before the first anniversary of the preceding year’s annual shareholder meeting) exceeds the number of directors to be elected, directors are elected by a plurality of the votes present and entitled to vote on the election of directors. In addition, whenever dividends on any of ALLETE’s preferred stock are in default in the amount of four full quarterly payments or more, and until all the dividends in default are paid, the holders of ALLETE’s preferred stock are entitled, as one class, to elect a majority of the directors. ALLETE’s common stock, as one class, would then elect the minority.
The Articles of Incorporation include detailed procedures and other provisions relating to these rights and their termination, including:
•
quorums;
•
terms of directors elected;
•
vacancies;
•
class voting;
•
meetings; and

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•
adjournments.
The Articles of Incorporation contain provisions that make it difficult to obtain control of ALLETE through transactions not having the approval of the board of directors of ALLETE. These provisions include:
•
a provision requiring the affirmative vote of 75 percent of the outstanding shares of all classes of ALLETE’s capital stock, present and entitled to vote, in order to authorize certain mergers or consolidations, or sales or leases of a significant amount of assets, of ALLETE, and other significant transactions that may have an effect on the control of ALLETE. Any of those transactions are required to meet certain “fair price” and procedural requirements. Neither a 75 percent shareholder vote nor a “fair price” is required for any of those transactions that have been approved by a majority of the “Disinterested Directors,” as that term is defined in the Articles of Incorporation;
•
a provision permitting a majority of the Disinterested Directors to determine whether the above requirements have been satisfied; and
•
a provision providing that some parts of the Articles of Incorporation cannot be altered unless approved by 75 percent of the outstanding shares of all classes of ALLETE’s capital stock, present and entitled to vote, unless the alteration is recommended to the shareholders by a majority of the Disinterested Directors. The parts of the Articles of Incorporation that cannot be altered except as stated above include some parts relating to:
•
mergers or consolidations, or sales or leases of a significant amount of assets, of ALLETE, and other significant transactions that may have an effect on the control of ALLETE; and
•
the number, election, terms of office and removal of directors of ALLETE and the way in which vacancies on the board of directors are filled.
Liquidation Rights. After ALLETE has satisfied creditors and the preferential liquidation rights of any of its outstanding preferred stock, the holders of its common stock are entitled to share ratably in the distribution of all remaining assets.
Miscellaneous. Holders of ALLETE’s common stock have no preemptive or conversion rights. ALLETE’s common stock is listed on the New York Stock Exchange. The transfer agents and registrars for ALLETE’s common stock are EQ Shareowner Services and ALLETE.
Item 5.
Interests of Named Experts and Counsel.
The legality of these shares will be passed upon for ALLETE by Bethany M. Owen, Esq., Senior Vice President, Chief Legal & Administrative Officer, and Corporate Secretary, and by Morgan, Lewis & Bockius LLP, New York, New York, counsel to ALLETE. Morgan, Lewis & Bockius LLP may rely as to all matters of Minnesota law upon the opinion of Ms. Owen. Ms. Owen may rely as to all matters of New York law upon the opinion of Morgan, Lewis & Bockius LLP.
As of October 15, 2018, Ms. Owen owned 7,018 shares of common stock of ALLETE. Ms. Owen is acquiring additional shares of ALLETE common stock at regular intervals as a participant in the ALLETE and Affiliated Companies Retirement Savings and Stock Ownership Plan. Under the Executive Long-Term Incentive Compensation Plan, Ms. Owen has:
•
restricted stock units pursuant to which 2,126 shares of common stock (plus accrued dividend equivalents) will be distributed to Ms. Owen after they vest (on December 31, 2018, 2019 and 2020) provided she remains employed on the payment dates; and
•
an award opportunity for up to 11,056 performance shares (plus accrued dividend equivalents) that will be distributed to Ms. Owen if ALLETE attains certain performance goals for the periods January 1, 2016 through December 31, 2018, January 1, 2017 through December 31, 2019 and January 1, 2018 through December 31, 2020, and provided Ms. Owen remains employed on the payment dates.
Item 6.
Indemnification of Directors and Officers.
Section 302A.521 of the Minnesota Business Corporation Act generally provides for the indemnification of directors, officers or employees of a corporation made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person against judgments, penalties and fines (including attorneys’ fees and disbursements) where such person, among other things, has not been indemnified by another organization, acted in good faith, received no improper personal benefit and with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.
Article IX of the Articles of Incorporation of ALLETE contains the following provision:
No director of this Corporation shall be personally liable to this Corporation or its stockholders for monetary damages for breach of fiduciary duty by that director as a director; provided, however, that this Article IX shall not eliminate or limit the liability of a director: (a) for any breach of the director’s duty of loyalty to this Corporation or its

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stockholders; (b) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (c) under Minnesota Statutes Section 302A.559 or 80A.23; (d) for any transaction from which the director derived an improper personal benefit; or (e) for any act or omission occurring prior to the date when this Article IX becomes effective. If, after the stockholders approve this provision, the Minnesota Business Corporation Act, Minnesota Statutes Chapter 302A, is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of this Corporation shall be deemed eliminated or limited to the fullest extent permitted by the Minnesota Business Corporation Act, as so amended. No amendment to or repeal of this Article IX shall apply to or have any affect on the liability or alleged liability of any director of this Corporation for or with respect to any acts or omissions of such director occurring prior to that amendment or repeal.
Section 13 of the Bylaws of ALLETE contains the following provisions relative to indemnification of directors and officers:
The Corporation shall reimburse or indemnify each present and future Director and officer of the Corporation (and his or her heirs, executors and administrators) for or against all expenses reasonably incurred by such Director or officer in connection with or arising out of any action, suit or proceeding in which such Director or officer may be involved by reason of being or having been a Director or officer of the Corporation. Such indemnification for reasonable expenses is to be to the fullest extent permitted by the Minnesota Business Corporation Act, Minnesota Statutes Chapter 302A. By affirmative vote of the Board of Directors or with written approval of the Chairman and Chief Executive Officer, such indemnification may be extended to include agents and employees who are not Directors or officers of the Corporation, but who would otherwise be indemnified for acts and omissions under Chapter 302A of the Minnesota Business Corporation Act, if such agent or employee were an officer of the Corporation.
Reasonable expenses may include reimbursement of attorneys’ fees and disbursements, including those incurred by a person in connection with an appearance as a witness.
Upon written request to the Corporation and approval by the Chairman and Chief Executive Officer, an agent or employee for whom indemnification has been extended, or an officer or Director may receive an advance for reasonable expenses if such agent, employee, officer or Director is made or threatened to be made a party to a proceeding involving a matter for which indemnification is believed to be available under Minnesota Statutes Chapter 302A.
The foregoing rights shall not be exclusive of other rights to which any Director or officer may otherwise be entitled and shall be available whether or not the Director or officer continues to be a Director or officer at the time of incurring such expenses and liabilities.
ALLETE has insurance covering its expenditures which might arise in connection with the lawful indemnification of its directors and officers for their liabilities and expenses, and insuring officers and directors of ALLETE against certain other liabilities and expenses.



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Item 8.
Exhibits.
    
Exhibit
Number
 
Description of Exhibit
–
–
–
–
–
–
–
–
–
–
–
–
–
* Incorporated herein by reference as indicated.


Item 9.
Undertakings.
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post‑effective amendment to this registration statement:
(i)
to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post‑effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement,
provided, however, that subsections (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those subsections is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post‑effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(3)
To remove from registration by means of a post‑effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)
That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 6 of this registration statement, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.


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POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes any agent for service named in this registration statement to execute in the name of each such person, and to file with the Securities and Exchange Commission, any and all amendments, including post-effective amendments, to this registration statement, and appoints any such agent for service as attorney-in-fact to sign in each such person’s behalf individually and in each capacity stated below and file any such amendments to this registration statement and ALLETE, Inc. hereby also appoints each such agent for service as its attorney-in-fact with like authority to sign and file any such amendments in its name and behalf.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, ALLETE, Inc. 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 Duluth, State of Minnesota, on the 1st day of November,2018.
ALLETE, Inc.
(Registrant)
By
/s/ Alan R. Hodnik
 
Alan R. Hodnik
 
 Chairman, President and
 
Chief Executive Officer


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.
Signature
Title
Date
/s/ Alan R. Hodnik

Chairman, President and Chief
Executive Officer
(Principal Executive Officer)
November 1, 2018
Alan R. Hodnik
/s/ Robert J. Adams

Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
November 1, 2018
Robert J. Adams
/s/ Steven W. Morris

Vice President, Controller and
Chief Accounting Officer
(Principal Accounting Officer)
November 1, 2018
Steven W. Morris

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Signature
Title
Date
 
 
 
/s/ Kathryn W. Dindo
Director
November 1, 2018
Kathryn W. Dindo
 
 
 
/s/ Sidney W. Emery, Jr.
Director
November 1, 2018
Sidney W. Emery, Jr.
 
 
 
/s/ George G. Goldfarb
Director
November 1, 2018
George G. Goldfarb
 
 
 
/s/ James S. Haines, Jr.
Director
November 1, 2018
James S. Haines, Jr.
 
 
 
/s/ Alan R. Hodnik
Director
November 1, 2018
Alan R. Hodnik
 
 
 
/s/ James J. Hoolihan
Director
November 1, 2018
James J. Hoolihan
 
 
 
/s/ Heidi E. Jimmerson
Director
November 1, 2018
Heidi E. Jimmerson
 
 
 
/s/ Madeleine W. Ludlow
Director
November 1, 2018
Madeleine W. Ludlow
 
 
 
/s/ Susan K. Nestegard
Director
November 1, 2018
Susan K. Nestegard
 
 
 
/s/ Douglas C. Neve
Director
November 1, 2018
Douglas C. Neve
 
 
 
/s/ Robert P. Powers
Director
November 1, 2018
Robert P. Powers
 
 
 
/s/ Leonard C. Rodman
Director
November 1, 2018
Leonard C. Rodman
 
 
 


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Exhibit


Exhibit 5(a)
https://cdn.kscope.io/5d358a53d0155cbf673006d5e7258f9d-alletelogoa04.jpg
Bethany M. Owen
Senior Vice President,
Chief Legal & Administrative Officer,
and Corporate Secretary
November 1, 2018


ALLETE, Inc.
30 West Superior Street
Duluth, Minnesota 55802

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by ALLETE, Inc. (“Company”), on or about the date hereof, with the Securities and Exchange Commission (“Commission”) under the Securities Act of 1933, as amended (“Securities Act”), for the registration of 632,100 shares of the Company’s Common Stock, without par value (“Common Stock”), in connection with the ALLETE Executive Long-term Incentive Compensation Plan (“Plan”). This opinion is given with respect to the shares of Common Stock to the extent that they include newly-issued shares.

In connection therewith, I have reviewed such documents and records as I have deemed necessary to enable me to express an opinion on the matters covered hereby.

Based upon the foregoing, I am of the opinion that the shares of Common Stock will be validly issued, fully paid and non-assessable when the Common Stock shall have been issued and sold for the consideration contemplated by the Plan and in compliance with authority contained in an order or orders of the Minnesota Public Utilities Commission, and as otherwise contemplated by the Registration Statement.

I am a member of the Minnesota Bar and this opinion is limited to the laws of the State of Minnesota and the federal laws of the United States insofar as they bear on the matters covered hereby. As to all matters of New York law, I have relied, with your consent, upon the opinion of even date herewith rendered to you by Morgan, Lewis & Bockius LLP, New York, New York. As to all matters of Minnesota law, Morgan, Lewis & Bockius LLP is hereby authorized to rely upon this opinion to the same extent as if this opinion had been addressed to them.
 
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. I also consent to the reference to me in the Registration Statement. In giving the foregoing consent, I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Sincerely,


/s/ Bethany M. Owen
Bethany M. Owen



Exhibit


Exhibit 5(b)
 
https://cdn.kscope.io/5d358a53d0155cbf673006d5e7258f9d-morganlewisa01.jpg
 
 

November 1, 2018

ALLETE, Inc.
30 West Superior Street
Duluth, Minnesota 55802

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by ALLETE, Inc. (“Company”), on or about the date hereof, with the Securities and Exchange Commission (“Commission”) under the Securities Act of 1933, as amended (“Securities Act”), for the registration of 632,100 shares of the Company’s Common Stock, without par value (“Common Stock”), in connection with the ALLETE Executive Long-term Incentive Compensation Plan (“Plan”). This opinion is given with respect to the shares of Common Stock to the extent that they include newly-issued shares.

In connection therewith, we have reviewed such documents and records as we have deemed necessary to enable us to express an opinion on the matters covered hereby.

Based upon the foregoing, we are of the opinion that the shares of Common Stock will be validly issued, fully paid and non-assessable when the Common Stock shall have been issued and sold for the consideration contemplated by the Plan and in compliance with authority contained in an order or orders of the Minnesota Public Utilities Commission, and as otherwise contemplated by the Registration Statement.

This opinion is limited to the laws of the States of Minnesota and New York and the federal laws of the United States insofar as they bear on the matters covered hereby. As to all matters of Minnesota law, we have relied, with your consent, upon the opinion of even date herewith rendered to you by Bethany M. Owen, Esq., Senior Vice President, Chief Legal & Administrative Officer, and Corporate Secretary of the Company. As to all matters of New York law, Bethany M. Owen, Esq., is hereby authorized to rely upon this opinion to the same extent as if this opinion had been addressed to her.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the reference to us in the Registration Statement. In giving the foregoing consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ MORGAN, LEWIS & BOCKIUS LLP


                            
Morgan, Lewis & Bockius LLP
 
 
 
101 Park Avenue
 
New York, NY 10178-0060
Tel: +1.212.309.6000
United States
Fax: +1.212.309.6001



Exhibit

Exhibit 23(a)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of ALLETE, Inc. of our report dated February 15, 2018 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in ALLETE, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2017.


/s/ PricewaterhouseCoopers LLP
Minneapolis, Minnesota
November 1, 2018