FTRSF Fortis Inc (PK)

As filed with the Securities and Exchange Commission on January 31, 2020

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Fortis Inc. 2020 Restricted Share Unit Plan

(Full title of plan)

FortisUS Inc.

c/o The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

with copies to:

James R. Reid
Executive Vice President, Chief Legal Officer
and Corporate Secretary
Fortis Inc.

Fortis Place, Suite 1100
5 Springdale Street

St. John’s, Newfoundland and Labrador, Canada A1E 0E4

(Name and address of agent for service)

(302) 658-7581

(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, 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.

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. o

corporate of which the Company is or was a shareholder or creditor, and his or her heirs and legal representatives (each, an “indemnified person”), against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the indemnified person in respect of a civil, criminal or administrative action or proceeding to which the indemnified person is made a party by reason of being or having been the Company’s director or officer or that of a body corporate, if the director or officer to be indemnified (i) acted honestly and in good faith with a view to the Company’s best interests, and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his or her conduct was lawful. The Company may with the approval of a court indemnify an indemnified person in respect of an action by or on the Company’s behalf to obtain a judgment in the Company’s favor or by or on behalf of another body corporate to obtain a judgment in its favor, to which the person is made a party because of being or having been the Company’s director or officer or, at the Company’s request, being or having been a director or officer of such other body corporate, against all costs, charges and expenses reasonably incurred by the person in connection with the action where the person fulfils the conditions set out in (i) and (ii) above.

Under Section 207 of the Corporations Act, notwithstanding the above, an indemnified person is entitled to indemnity from the Company in respect of costs, charges and expenses reasonably incurred by the person in connection with the defense of a civil, criminal or administrative action or proceeding to which the person is made a party because of being or having been the Company’s director or officer or a director or officer of a body corporate, where the person seeking indemnity:

·                  was substantially successful on the merits in his or her defense of the action or proceeding;

·                  qualifies in accordance with the standards set out in the above paragraph; and

·                  is fairly and reasonably entitled to indemnity.

In addition, the Company may purchase and maintain insurance for the benefit of an indemnified person against liability incurred by the person (a) in his or her capacity as the Company’s director or officer, except where the liability relates to his or her failure to act honestly and in good faith with a view to the Company’s best interests; or (b) in his or her capacity as a director or officer of another body corporate where he or she acts or acted in that capacity at the Company’s request, except where the liability relates to his or her failure to act honestly and in good faith with a view to the best interests of that body corporate.

Subject to the above provisions of the Corporations Act, the Company’s by-laws require the Company to indemnify a director or officer, a former director or officer, or a person who acts or has acted at the Company’s request as a director or officer, or an individual acting in a similar capacity, of another entity, or his or her heirs and legal representatives against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the person in respect of any civil, criminal or administrative action or proceeding to which the individual is involved because of that association with the Company or such other entity. The Company’s by-laws authorize the Company to purchase and maintain insurance for the benefit of any such person against such liabilities and in such amounts as the Company’s board may determine and are permitted by the Corporations Act. The Company’s by-laws further authorize the Company to execute indemnity agreements evidencing the Company’s indemnity in favor of the foregoing persons to the full extent permitted by law. The Company’s by-laws provide that, unless prohibited by the Corporations Act, the Company may advance moneys to any director, officer or other person for the costs, charges and expenses of any such proceeding; provided, however, that such person must repay the moneys to the Company if the individual is found to not be entitled to indemnification under the Corporations Act.

The Company has purchased insurance against potential claims against the Company’s directors or officers and against loss for which the Company may be required or permitted by law to indemnify such directors and officers. The Company has also entered into indemnity agreements with the Company’s directors and officers which provide, among other things, that the Company will indemnify such persons to the full extent permitted by law. Pursuant to these agreements, the Company has agreed to provide such persons an advance of defense costs prior to final disposition of a proceeding, subject to an obligation for such persons to repay such advance if the individual is found to not be entitled to indemnification under the Corporations Act or otherwise at law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.