<PAGE>
As filed with the Securities and Exchange Commission on September 13, 1999
Registration No.333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
AGL RESOURCES INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-2210952
(State of incorporation) (I.R.S. Employer
Identification No.)
817 WEST PEACHTREE STREET
10TH FLOOR
ATLANTA, GEORGIA 30308
(Address of principal executive offices, including zip code)
AGL RESOURCES INC. LONG-TERM INCENTIVE PLAN (1999)
(Full title of the plan)
_______________
Walter M. Higgins
Chairman and Chief Copy to:
Executive Officer David M. Calhoun, Esq.
AGL Resources Inc. Long Adridge & Norman LLP
817 West Peachtree Street 303 Peachtree Street
10th Floor Suite 5300
Atlanta, Georgia 30308 Atlanta, Georgia 30308
(404) 584-9470 (404) 527-4000
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered (1) per share (2) offering price (2) fee (2)
=======================================================================================
<S> <C> <C> <C> <C>
Common Stock,
$5 par value
per share 2,800,000 $17.90625 $50,137,500 $13,938.23
- ---------------------------------------------------------------------------------------
</TABLE>
(1) The shares of Common Stock being registered represent 2,800,000 shares of
Common Stock which may be acquired pursuant to options or awards available
for grant in the future under the AGL Resources Inc. Long-Term Incentive
Plan (1999) (the "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 antidilution provisions of the
Plan become operative.
(2) The offering price of the shares which may be acquired under the Plan is
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 Registrant's Common Stock on September 8, 1999 as
quoted on the New York Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents previously filed with the Securities and
Exchange Commission (the "Commission") by AGL Resources Inc. (the "Registrant")
are incorporated herein by reference and made a part hereof:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1998;
2. The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999;
3. The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999;
4. The Registrant's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1998;
5. The Registrant's Current Report on Form 8-K dated July 29, 1999;
and
6. The description of the Registrant's Common Stock as contained in
Item 4 of the Registrant's Registration Statement on Form 8-B (Registration No.
1-14174), as declared effective by the Commission on March 12, 1996.
All reports and other documents subsequently filed by the Registrant
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 of Article VII of the
Registrant'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 Registrant 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
Registrant for liability incurred by him in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including civil actions brought as derivative
actions by or in the right of the Registrant) in which he may become involved by
reason of being a director of the Registrant. Section 14-2-851 also provides
such indemnity for directors who, at the request of the Registrant, act as
directors, officers, partners, trustees, employees or agents of another foreign
or domestic corporation, partnership, joint venture,
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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 Registrant 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 Registrant 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 Registrant, 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
Registrant (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 Registrant 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 Articles provide for
indemnification by the Registrant to the full extent permitted by, and the
provisions of Section 2.15 of the Registrant's Bylaws are similar in all
substantive respects to, the provisions of the Georgia Code outlined above.
Officers and directors of the Registrant 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 Registrant as permitted by
the Bylaws of the Registrant and the laws of the State of Georgia.
Item 8. Exhibits
--------
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).
II-2
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Item 9. Undertakings
------------
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 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 May 11, 1999.
AGL RESOURCES INC.
By: /s/ Walter M. Higgins
------------------------------------
Walter M. Higgins
President and Chief Executive Officer
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Melanie M. Platt and J. Michael Riley, 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. Long-Term
Incentive Plan (1999) and any and all amendments 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 on Form S-8 has been signed by the following persons in
the capacities indicated as of May 11, 1999.
Signatures Title
- ---------- -----
/s/ Walter M. Higgins President and Chief Executive Officer
- ----------------------
Walter M. Higgins (Principal Executive Officer) and Director
/s/ J. Michael Riley Senior Vice President and Chief Financial Officer
- ----------------------
J. Michael Riley (Principal Accounting and Financial Officer)
/s/ Frank Barron, Jr. Director
- -----------------------
Frank Barron, Jr
/s/ Otis A. Brumby, Jr. Director
- -----------------------
Otis A. Brumby, Jr.
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<PAGE>
/s/ David R. Jones Director
- ------------------------
David R. Jones
- ------------------------- Director
Wyck A. Knox, Jr.
/s/ Albert G. Norman, Jr. Director
- -------------------------
Albert G. Norman, Jr.
- ------------------------- Director
D. Raymond Riddle
/s/ Betty L. Siegel Director
- -------------------------
Betty L. Siegel
/s/ Ben J. Tarbutton, Jr. Director
- -------------------------
Ben J. Tarbutton, Jr.
/s/ Felker W. Ward, Jr. Director
- -------------------------
Felker W. Ward, Jr.
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
- -------
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
[AGL Resources Inc. letterhead]
September 13, 1999
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: AGL Resources Inc. (File No. 1-14174)
Registration Statement on Form S-8 in connection with the AGL Resources
Inc. Long-Term Incentive Plan (1999)
Ladies and Gentlemen:
I serve as Corporate Secretary and as an in-house attorney with AGL
Resources Inc., a Georgia corporation ("Resources"). I have acted as counsel to
Resources 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 Resources intends
to register under the Securities Act of 1933, as amended, a total of 2,800,000
shares (the "Shares") of Common Stock, par value $5 per share, of Resources that
are issuable in connection with the AGL Resources Inc. Long-Term Incentive Plan
(1999) (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 of Resources, I am generally familiar with the
corporate affairs of Resources 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.
This opinion is furnished solely for the benefit of Resources and the
Commission and solely in connection with 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 Resources= prior written permission.
I am admitted to the Bar of the State of Georgia and am 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 and that, in the exercise of reasonable
professional judgment, are normally considered in transactions such as those
contemplated by the issuance of the Shares under 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
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of AGL Resources Inc. (the "Registrant") on Form S-8 of our reports dated
November 2, 1998, appearing in and incorporated by reference in the Annual
Report on Form 10-K of the Registrant for the year ended September 30, 1998.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
September 9, 1999
