Converted by EDGARwiz

As filed with the Securities and Exchange Commission on March 25, 2008

Registration No. 333-52413    



SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

  

POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

  

NORTHEAST UTILITIES

(Exact Name of Registrant as Specified in its Charter)

 (Exact Name of Registrant as Specified in Its Charter)

Massachusetts
(State of Incorporation)

 

04-2147929
(IRS Employer Identification Number)


One Federal Street, Building 111-4, Springfield, MA 01105     (413) 785-5871
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Principal Executive Offices)


Northeast Utilities Incentive Plan

(Full Title of the Plan)


Kerry J. Kuhlman

Vice President and Secretary

Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
(860) 665-5000
(Name, address and telephone number, including area code, of Agent for Service)








This Post-Effective Amendment No. 1 to Form S-8 Registration Statement is being filed solely to remove from registration securities that were registered and will not be issued in connection with the Registrant’s offering.

  

      On May 12, 1998, Northeast Utilities (the “Registrant”) filed its Registration Statement on Form S-8 (No. 333-52413) (the “Registration Statement”) with the Securities and Exchange Commission with respect to 3,000,000 of the Registrant’s common shares which were to be issued in connection with the Registrant’s Incentive Plan (the “Plan”).


      On May 8, 2007, the Plan was replaced by an Amended and Restated Incentive Plan and no further common shares will be issued under the Plan.


        Pursuant to the Registrant’s undertaking in Part II, Item 9 in the Registration Statement, the Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to withdraw the Registration Statement, including all exhibits to the Registration Statement, with respect to all unsold shares of Registrant common shares registered under the Registration Statement.



SIGNATURES

Pursuant to the requirements of the Securities Act, as amended, 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 Town of Berlin, State of Connecticut, on this 25th day of March, 2008.

 

 

NORTHEAST UTILITIES
(REGISTRANT)


 


 


By:


/s/ Charles W. Shivery


Charles W. Shivery
Chairman of the Board,
President and Chief Executive Officer


        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURE

 

TITLE

 

DATE

 


 


 


 


 

/s/ Charles W. Shivery


Charles W. Shivery

 



Chairman of the Board, President and Chief Executive Officer and a Trustee

 



March 25, 2008


/s/ David R. McHale


David R. McHale


 




Senior Vice President and Chief Financial Officer


 




March 25, 2008


/s/ Shirley M. Payne


Shirley M. Payne


 




Vice President—Accounting and Controller


 




March 25, 2008




Richard H. Booth


 


Trustee


 


March 25, 2008

 

 

 

 

 






*


Cotton M. Cleveland


 


Trustee


 


March 25, 2008




Sanford Cloud, Jr.


 


Trustee


 


March 25, 2008




James F. Cordes


 


Trustee


 


March 25, 2008


*


E. Gail de Planque


 


Trustee


 


March 25, 2008




John G. Graham


 


Trustee


 


March 25, 2008


*


Elizabeth T. Kennan


 


Trustee


 


March 25, 2008




Kenneth Liebler


 


Trustee


 


March 25, 2008


*

Robert E. Patricelli


 


Trustee


 


March 25, 2008


*


John F. Swope


 


Trustee


 


March 25, 2008



*By:  /s/ Jeffrey C. Miller

         Jeffrey C. Miller

        Attorney-in-Fact

 




 


March 25, 2008








Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Town of Berlin, State of Connecticut, on this 25th day of March, 2008.




 

 

 

NORTHEAST UTILITIES INCENTIVE PLAN

 

 

 

By:  /s/ Jean M. LaVecchia

 

       Jean M. LaVecchia

       Vice President – Human Resources

       Northeast Utilities Service Company