As filed with the Securities and Exchange Commission on March 4, 2014

Registration No. 333-         

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form S-1

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

CHS INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

 

 

Copies to:

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-193891

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

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 o

Accelerated filer o

Non-accelerated filer x (Do not check if a smaller reporting company)

Smaller reporting company o

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to Be Registered		Number of Shares to be Registered(1)		Proposed Maximum Offering Price per Share			Proposed Maximum Aggregate Offering Price(1)(2)			Amount of Registration Fee
Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2		2,800,000		$	25.00		$	70,000,000		$	9,016

(1)                                 Includes shares of Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2, which may be purchased by the underwriters to cover their over-allotment option to purchase additional shares of Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2.

(2)                                 Estimated pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

 

This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933.

 

 

 

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

 

This Registration Statement is being filed with respect to the registration of additional shares of Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2, of CHS Inc. pursuant to Rule 462(b) under the Securities Act of 1933. The contents of the earlier Registration Statement on Form S-1 (File No. 333-193891), which was declared effective by the Securities and Exchange Commission on March 3, 2014, are incorporated in this Registration Statement by reference.

 

The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Inver Grove Heights, State of Minnesota, on March 4, 2014.

 

	CHS Inc.
	By:	/s/ LISA ZELL
		Lisa Zell
		Executive Vice President and General Counsel

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 4, 2014.

 

 

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*                                         Executed pursuant to a power of attorney filed as an exhibit to this Registration Statement

 

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Exhibit Number		Description
5.1		Opinion of Dorsey & Whitney LLP
23.1		Consent of Independent Registered Public Accounting Firm
23.2		Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
24.1		Power of Attorney (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (File No. 333-193891), filed February 11, 2014)

 

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