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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 7, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AGL RESOURCES INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-2210952
(State of incorporation) (I.R.S. Employer
Identification No.)
303 PEACHTREE STREET, ATLANTA, GEORGIA 30308
(Address of principal executive offices, including zip code)
AGL RESOURCES INC. 1996 NON-EMPLOYEE DIRECTORS EQUITY COMPENSATION PLAN
(Full title of the plan)
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ROBERT L. GOOCHER
EXECUTIVE VICE PRESIDENT
ATLANTA GAS LIGHT COMPANY
303 PEACHTREE STREET
ATLANTA, GEORGIA 30308
(404) 584-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPY TO:
WILLIAM L. FLOYD
LONG, ALDRIDGE & NORMAN, LLP
303 PEACHTREE STREET
ATLANTA, GEORGIA 30308
(404) 527-4010
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered (1) Offering Aggregate Fee (2)
Registered Price Per Offering
Share (2) Price (2)
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<S> <C> <C> <C> <C>
Common Stock, par value $5.00 per share 200,000 $18.375 $3,675,000 $1,267.24
================================================================================================
</TABLE>
(1) The shares of Common Stock being registered represent shares of Common
Stock which may be acquired pursuant to options or awards which may be
granted in the future under the AGL Resources Inc. 1996 Non-Employee
Directors Equity Compensation Plan (the "Directors Plan"). An
undetermined number of additional shares may be issued, or the shares
registered hereunder may be combined into an undetermined lesser number of
shares, if the anti-dilution provisions of the Directors Plan become
operative.
(2) The offering prices of the shares which may be acquired pursuant to options
or awards to be granted in the future under the Directors Plan are not
presently determinable. The offering price for such shares is estimated
pursuant to Rule 457(c) and (h) solely for the purpose of calculating the
registration fee and is based upon the average of the high and low prices
of the Common Stock of Atlanta Gas Light Company, as predecessor issuer, as
reported on the New York Stock Exchange consolidated reporting system on
March 4, 1996.
ii
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents previously filed with the Securities and Exchange
Commission (the "Commission") by AGL Resources Inc. (the "Company" or the
"Registrant") or Atlanta Gas Light Company (the "Predecessor Issuer") are
incorporated herein by reference and made a part hereof:
1. The Predecessor Issuer's Annual Report on Form 10-K for the fiscal year
ended September 30, 1995;
2. The Predecessor Issuer's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1995.
3. The Predecessor Issuer's Current Report on Form 8-K dated March 6,
1996;
4. The Proxy Statement and Prospectus of the Predecessor Issuer and the
Company dated January 23, 1996 which forms a part of the Company's Registration
Statement on Form S-4 (Registration No. 33-99826);
5. The Company's Current Reports on Form 8-K, each dated March 6, 1996;
and
6. The description of the Company's Common Stock as contained in Item 4 of
the Company's Registration Statement on Form 8-B as filed with the Commission on
January 17, 1996.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, subsequent to the date hereof and prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, will be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the
"Georgia Code") provides that a corporation's articles of incorporation may
include a provision that eliminates or limits the personal liability of
directors for monetary damages to the corporation or its shareholders for breach
of their duty of care and other duties as directors; provided, however, that the
Section does not permit a corporation to eliminate or limit the liability of a
director for appropriating, in violation of his duties, any business opportunity
of the corporation, engaging in intentional misconduct or a knowing violation of
law, obtaining an improper personal benefit, or voting for or assenting to an
unlawful distribution (whether as a dividend, stock repurchase or redemption or
otherwise) as provided in Section 14-2-832 of the Georgia Code. Section 14-2-
202(b)(4) also does not eliminate or limit the rights of a corporation or any
shareholder to seek an injunction or other non-monetary relief in the event of a
breach of a director's fiduciary duty. In addition, Section 14-2-202(b)(4)
applies only to claims against a director arising out of his role as a director
and does not relieve a director from liability arising from his role as an
officer or in any other capacity. The provisions Article VII of the Company's
Articles of Amendment and Restatement (the "Articles") are similar in all
substantive respects to those contained in Section 14-2-202(b)(4) of the Georgia
Code outlined above, and Article VII provides that the liability of directors of
the Company shall be limited to the fullest extent permitted by amendments to
Georgia law.
Sections 14-2-850 to 14-2-859, inclusive, of the Georgia Code govern the
indemnification of directors, officers, employees and agents. Section 14-2-851
of the Georgia Code provides for indemnification of a director of the Company
for liability incurred by him in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
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investigative (including civil actions brought as derivative actions by or in
the right of the Company) in which he may become involved by reason of being a
director of the Company. Section 14-2-851 also provides such indemnity for
directors who, at the request of the Company, act as directors, officers,
partners, trustees, employees or agents of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or another
enterprise. The Section permits indemnification if the director acted in a
manner he believed in good faith to be in or not opposed to the best interest of
the Company and, in addition, in criminal proceedings, if he had no reasonable
cause to believe his conduct was unlawful. If the required standard of conduct
is met, indemnification may include judgments, settlements, penalties, fines or
reasonable expenses (including attorneys' fees) incurred with respect to a
proceeding. However, if the director is adjudged liable to the Company in a
derivative action or on the basis that personal benefit was improperly received
by him, the director will only be entitled to such indemnification for
reasonable expenses as a court finds to be proper in accordance with the
provisions of Section 14-2-854.
Section 14-2-852 of the Georgia Code provides that directors who are
successful with respect to any claim brought against them, which claim is
brought because they are or were directors of the Company, are entitled to
indemnification against reasonable expenses as of right. Conversely, if the
charges made in any action are sustained, the determination of whether the
required standard of conduct has been met will be made, in accordance with the
provisions of Section 14-2-855 of the Georgia Code, as follows: (i) by the
majority vote of a quorum of the disinterested members of the board of
directors, (ii) if a quorum cannot be obtained, by a committee thereof duly
designated by the board of directors, consisting of two or more disinterested
directors, (iii) by special legal counsel, or (iv) by the shareholders, but, in
such event, the shares owned by or voted under the control of directors seeking
indemnification may not be voted.
Section 14-2-857 of the Georgia Code provides that an officer of the
Company (but not an employee or agent generally) who is not a director has the
mandatory right of indemnification granted to directors under Section 14-2-852,
as described above. In addition, the Company may, as provided by its Articles,
Bylaws, general or specific actions by its Board of Directors, or by contract,
indemnify and advance expenses to an officer, employee or agent who is not a
director to the extent that such indemnification is consistent with public
policy.
The provisions of Article IX of the Company's Articles provide for
indemnification by the Company to the full extent permitted by, and the
provisions of Section 2.15 of the Company's Bylaws are similar in all
substantive respects to, the foregoing provisions of the Georgia Code outlined
above. In addition, as authorized by Section 14-2-857 of the Georgia Code, the
Board of Directors intends to authorize the Company to enter into
indemnification agreements with each of its officers who is not a director to
provide each such officer indemnification rights equal to those permitted for
directors of the Company pursuant to the provisions of the Georgia Code outlined
above.
Officers and directors of the Company are presently covered by insurance
which (with certain exceptions and within certain limitations) indemnifies them
against any losses or liabilities arising from any alleged "wrongful act"
including any alleged breach of duty, neglect, error, misstatement, misleading
statement, omissions or other act done or wrongfully attempted. The cost of
such insurance is borne by the Predecessor Issuer as permitted by the Bylaws of
the Company and the laws of the State of Georgia.
ITEM 8. EXHIBITS
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EXHIBIT NUMBER DESCRIPTION
5 Opinion of Melanie M. Platt, Esq.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Melanie M. Platt, Esq. (included in Exhibit 5).
24 Powers of Attorney (included with Signature Page hereto).
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ITEM 9. UNDERTAKINGS
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A. RULE 415 OFFERING.
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 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.
(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.
- ----
(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.
B. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.
The undersigned Registrant hereby undertakes 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 and each filing of the Plan's annual report
pursuant to 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
----
fide offering thereof.
- ----
C. INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS.
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
above, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission 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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SIGNATURES
THE REGISTRANT.
Pursuant to the requirements of the Securities Act of 1933, 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 City of Atlanta, State of Georgia, on March 6, 1996.
AGL RESOURCES INC.
By: /s/ David R. Jones
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David R. Jones
President and Chief Executive Officer
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POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David R. Jones, Robert L. Goocher and Albert G.
Norman, Jr., and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-8 of AGL Resources Inc. relating to the AGL
Resources Inc. 1996 Non-Employees Directors Equity Plan, to be filed with the
Securities and Exchange Commission, and any and all amendments (including post-
effective amendments) thereto, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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 6 1996.
Signatures Title
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/s/ David R. Jones President and Chief Executive Officer
- ------------------------------- (Principal Executive Officer) and Director
David R. Jones
/s/ Robert L. Goocher Executive Vice President and Treasurer
- ------------------------------- (Principal Accounting and Financial
Robert L. Goocher Officer)
/s/ Frank Barron, Jr. Director
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Frank Barron, Jr.
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/s/ W. Waldo Bradley Director
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W. Waldo Bradley
/s/ Otis A. Brumby, Jr. Director
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Otis A. Brumby, Jr.
/s/ Kenneth D. Lewis Director
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Kenneth D. Lewis
/s/ Albert G. Norman, Jr. Director
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Albert G. Norman, Jr.
/s/ D. Raymond Riddle Director
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D. Raymond Riddle
/s/ Betty L. Siegel Director
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Betty L. Siegel
/s/ Ben J. Tarbutton, Jr. Director
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Ben J. Tarbutton, Jr.
/s/ Charles McKenzie Taylor Director
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Charles McKenzie Taylor
/s/ Felker W. Ward, Jr. Director
- -------------------------------
Felker W. Ward, Jr.
*By /s/ Robert L. Goocher
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Robert L. Goocher,
as Attorney-in-Fact
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EXHIBIT INDEX
Exhibit No. Exhibit
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5 Opinion of Melanie M. Platt, Esq.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Melanie M. Platt, Esq. (included in Exhibit 5).
24 Powers of Attorney (included with Signature Page hereto).
<PAGE>
EXHIBIT 5
March 7, 1996
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8 in connection with the AGL
Resources Inc. 1996 Non-Employee Directors Equity Compensation Plan
Ladies and Gentlemen:
I serve as an in-house attorney with Atlanta Gas Light Company ("AGLC") and
as Corporate Secretary for AGLC and its parent company, AGL Resources Inc., a
Georgia corporation (the "Company"). I have acted as counsel to the Company in
connection with the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") and the filing thereof with the Securities and
Exchange Commission (the "Commission"), pursuant to which the Company intends to
register under the Securities Act of 1933, as amended, 200,000 shares (the
"Shares") of common stock, par value $5 per share, of the Company which are
issuable in connection with the AGL Resources Inc. 1996 Non-Employee Directors
Equity Compensation Plan (the "Plan"). The opinion hereinafter set forth is
given pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K.
As Corporate Secretary for AGLC and the Company and in-house counsel for
AGLC, I am generally familiar with the corporate affairs of the Company, AGLC
and its subsidiaries and the terms of the Plan. In rendering the opinion set
forth below, I have examined such agreements, documents, instruments and records
as I deemed necessary or appropriate under the circumstances to provide a basis
for the opinion, including without limitation the Plan.
The opinion is furnished for the benefit of the Commission solely with
regard to the Registration Statement and may not otherwise be relied upon, used,
quoted or referred to by, or filed with, any other person or entity without the
Company's prior written permission.
I am admitted to the Bar of the State of Georgia and are duly qualified to
practice law in that state. No opinion is expressed herein concerning any
matter respecting or affected by any laws other than the laws of the State of
Georgia that are now in effect
<PAGE>
and that, in the exercise of reasonable professional judgment, are normally
considered in transactions such as those contemplated by the issuance of the
Shares pursuant to the Plan. The opinion hereinafter set forth is based upon
pertinent laws and facts in existence as of the date hereof, and any obligation
to advise you of changes to such pertinent laws or facts after the date hereof
is expressly disclaimed.
Based upon and subject to the foregoing, I am of the opinion that the
Shares, when issued in accordance with the terms of the Plan against payment in
full of the purchase price therefor, if any, will be validly issued, fully paid
and nonassessable.
I hereby consent to the filing of this letter as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Melanie M. Platt
------------------------
Melanie M. Platt, Esq.
Corporate Secretary
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
AGL Resources Inc. on Form S-8 of our reports dated November 27, 1995 (which
express an unqualified opinion and include an explanatory paragraph as to the
change in methods of accounting for postretirement benefits other than pensions
and for income taxes) and January 5, 1996, appearing in and incorporated by
reference in the Annual Report on Form 10-K of Atlanta Gas Light Company for the
year ended September 30, 1995 and appearing in Amendment No. 2 to Form S-4 of
AGL Resources Inc. dated January 19, 1996, respectively.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
March 6, 1996
