As filed with the Securities and Exchange Commission on February 1, 2023
Registration No. 333-233669
Registration No. 333-211259
Registration No. 333-200543
Registration No. 333-182507
Registration No. 333-159462
Registration No. 333-128343
Registration No. 333-110730
Registration No. 333-69164
Registration No. 333-79569
Registration No. 033-53127
Registration No. 033-36581
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 ASR NO. 333-233669
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 ASR NO. 333-211259
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 ASR NO. 333-200543
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-182507
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-159462
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-128343
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-110730
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-69164
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-79569
POST-EFFECTIVE AMENDMENT NO. 4 TO FORM S-3 REGISTRATION STATEMENT NO. 033-53127
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-3 REGISTRATION STATEMENT NO. 033-36581
UNDER
THE SECURITIES ACT OF 1933
SOUTH JERSEY INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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New Jersey
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22-1901645
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(State or other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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1 South Jersey Plaza
Folsom, New Jersey 08037
(609) 561-9000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Michael J. Renna
President and Chief Executive Officer
South Jersey Industries, Inc.
1 South Jersey Plaza
Folsom, New Jersey 08037
(609) 561-9000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Senior Vice President and General Counsel
South Jersey Industries, Inc.
1 South Jersey Plaza
Folsom, New Jersey 08037
(609) 561-9000
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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments relate to the following Registration Statements on Form S-3 (each, a “Registration Statement” and together, the “Registration Statements”) filed by South Jersey Industries, Inc., a New
Jersey corporation (the “Registrant”):
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Automatic Shelf Registration Statement on Form S-3 (Registration No. 333-233669), as amended, filed by the Registrant with the U.S. Securities and Exchange Commission on September 9, 2019, pertaining to the registration of the securities
described in the Automatic Shelf Registration Statement;
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Automatic Shelf Registration Statement on Form S-3 (Registration No. 333-211259), as amended, filed by the Registrant with the U.S. Securities and Exchange Commission on May 10, 2016, pertaining to the registration of the securities
described in the Automatic Shelf Registration Statement;
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Automatic Shelf Registration Statement on Form S-3 (Registration No. 333-200543), as amended, filed by the Registrant with the U.S. Securities and Exchange Commission on November 24, 2014, pertaining to the registration of the securities
described in the Automatic Shelf Registration Statement;
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Registration Statement on Form S-3 (Registration No. 333-182507), as amended, filed by the Registrant with the U.S. Securities and Exchange Commission on July 2, 2012, pertaining to the registration of the securities pursuant to a dividend
reinvestment plan described in the Registration Statement;
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Registration Statement on Form S-3 (Registration No. 333-159462), as amended, filed by the Registrant with the U.S. Securities and Exchange Commission on May 22, 2009, pertaining to the registration of the securities pursuant to a dividend
reinvestment plan described in the Registration Statement;
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Registration Statement on Form S-3 (Registration No. 333-128343), as amended, filed by the Registrant with the U.S. Securities and Exchange Commission on September 15, 2005, pertaining to the registration of the securities pursuant to a
dividend reinvestment plan described in the Registration Statement;
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Registration Statement on Form S-3 (Registration No. 333-110730), as amended, filed by the Registrant with the U.S. Securities and Exchange Commission on November 25, 2003, pertaining to the registration of the securities pursuant to a
dividend reinvestment plan described in the Registration Statement;
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Registration Statement on Form S-3 (Registration No. 333-69164), as amended, filed by the Registrant with the U.S. Securities and Exchange Commission on September 7, 2001, pertaining to the registration of the securities pursuant to a
dividend reinvestment plan described in the Registration Statement;
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Registration Statement on Form S-3 (Registration No. 333-79569), as amended, filed by the Registrant with the U.S. Securities and Exchange Commission on May 28, 1999, pertaining to the registration of the securities pursuant to a dividend
reinvestment plan described in the Registration Statement;
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Registration Statement on Form S-3 (Registration No. 033-53127), as amended, filed by the Registrant with the U.S. Securities and Exchange Commission on April 13, 1994, pertaining to the registration of the securities pursuant to a
dividend reinvestment plan described in the Registration Statement; and
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Registration Statement on Form S-3 (Registration No. 033-36581), as amended, filed by the Registrant with the U.S. Securities and Exchange Commission on April 13, 1994, pertaining to the registration of the securities pursuant to a
dividend reinvestment plan described in the Registration Statement.
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As previously publicly announced by the Registrant, on February 1, 2023, pursuant to the Agreement and Plan of Merger, dated February 23, 2022 (the “Merger Agreement”), by and among the Registrant, NJ Boardwalk
Holdings LLC, a Delaware limited liability company (“Parent”), and Boardwalk Merger Sub, Inc., a New Jersey corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub was merged with and into the Registrant (the “Merger”), with
the Registrant surviving the Merger. Following the consummation of the Merger, the Registrant is now a wholly owned subsidiary of Parent.
In connection with the completion of the Merger, the Registrant has terminated any and all offerings of the Registrant’s securities pursuant to the Registration Statements. In accordance with an undertaking made by the
Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offerings, the Registrant hereby
removes and withdraws from registration all of such securities registered but unsold under the Registration Statements. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
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-3
and has duly caused these Post-Effective Amendments to the Registration Statements on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Borough of Folsom, State of New Jersey,
on February 1, 2023.
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SOUTH JERSEY INDUSTRIES, INC.
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Name:
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Eric Stein
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Title:
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Senior Vice President, General Counsel
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No other person is required to sign these Post-Effective Amendments to the Registration Statements pursuant to Rule 478 under the Securities Act of 1933, as amended.