As filed with the Securities and Exchange Commission on June 6, 1997
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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NEW CENTURY ENERGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware 84-1334327
(State of Incorporation) (IRS Employer Identification No.)
1225 17th Street 80202
Denver, Colorado (Zip Code)
(Address of Principal Executive
Offices)
New Century Energies, Inc. Omnibus Incentive Plan
Public Service Company of Colorado Omnibus Incentive Plan
Southwestern Public Service Company 1989 Stock Incentive Plan
Southwestern Public Service Company Employee Investment Plan
Southwestern Public Service Company Directors' Deferred Compensation Plan
(Full title of the plans)
Bill D. Helton (303) 571-7511
Chairman of the Board and (Telephone number, including area code,
Chief Executive Officer of agent for service)
New Century Energies, Inc.
1225 17th Street
Denver, Colorado 80202
(Name and address of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered (1) Share (2) Price (2) Fee (2)
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Common Stock
($1 par value)....... 7,000,000 shares $40.125 $280,875,000 $85,114
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Public Service Company of Colorado
Employee's Savings and Stock Ownership Plan and the Southwestern Pubic
Service Company Employee Investment Plan.
(2) The proposed maximum offering price per share and in the aggregate have
been estimated solely for the purposes of computing the registration fee.
Pursuant to Rules 457(c) and 457(h), the registration fee has been
calculated based on the average of the high and low prices for the Common
Stock of Public Service Company of Colorado (the higher priced stock of the
two companies combining to form New Century Energies, Inc.) on June 4,
1997, as reported on the New York Stock Exchange Composite Tape.
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Exhibit Index is located on page 8.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*The information called for by Part I of Form S-8 is not being filed
with or included in this Form S-8 in accordance with Rule 428 under
the Securities Act of 1933, as amended, and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
New Century Energies, Inc. (the "Company") hereby undertakes to provide
without charge to each person, including any beneficial owner of shares of the
Company to whom a copy of this Prospectus has been delivered, upon the written
or oral request of such person, a copy (without exhibits, except those
specifically incorporated by reference) of any and all of the documents referred
to below which have been or may be incorporated in this Prospectus by reference.
Requests for such documents should be directed to Corporate Secretary, New
Century Energies, Inc., 1225 17th Street, Denver, Colorado 80202 (Tel: (303)
571-7511).
The following documents, previously filed with the SEC pursuant to the
Exchange Act, are hereby incorporated by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (File No. 33-64951);
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997 (File No. 33-64951);
3. The description of the Company's Common Stock contained in the
Joint Proxy Statement/Prospectus and Registration Statement on Form S-4 of
the Company (File No. 33-64951);
4. Annual Report on Form 10-K and Amendment to Annual Report on Form
10-K/A of Public Service Company of Colorado ("PSCo") for the year ended
December 31, 1996 (File No. 1-3280);
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5. PSCo's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997 (File No. 1-3280);
6. PSCo's Current Reports on Form 8-K dated February 24, 1997 and
April 1, 1997;
7. Annual Report on Form 10-K of Southwestern Public Service Company
("SPS") for the year ended August 31, 1996 (File No. 1-3789);
8. SPS's Quarterly Report on Form 10-Q for the quarters ended November
30, 1996, February 28, 1997 and March 31, 1997 (File No. 1-3789);
9. SPS's Current Reports on Form 8-K dated October 11, 1996, February
7, 1997, February 24, 1997 and April 22, 1997 (File No. 1-3789); and
10. SPS's Annual Report on Form 11-K for the year ended August 31,
1996 for the SPS Employee Investment Plan (File No. 1-3789).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and prior to the termination of
the offering of the securities offered hereby, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
Item 4. Description of Securities.
The description of the Registrant's Common Stock to be offered pursuant to
this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "Delaware Act")
permits corporations organized thereunder to indemnify directors, officers,
employees and agents against liability under certain circumstances. The
Company's Restated Certificate of Incorporation (the "Company Charter") provides
for indemnification of directors, officers, employees and agents to the full
extent provided by the Delaware Act. The Company
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Charter states that the indemnification provided therein shall not be
deemed exclusive. The Company may purchase and maintain insurance on behalf of
itself and any director, officer, employee or agent of the Company or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Company would have the power to
indemnify such person against such expense, liability or loss under the Delaware
Act. Pursuant to Section 145(g) of the Delaware Act and the Company Charter, the
Company maintains directors' and officers' liability insurance coverage. The
Company may also enter into an indemnity agreement with any director, officer,
employee or agent of the Company or another corporation, partnership, joint
venture, trust or other enterprise, as long as the provisions of the agreement
are not impermissible under applicable law.
As permitted by Section 102(a) of the Delaware Act, the Company Charter
provides that no director shall be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability: (i) for any breach of the director's duty of loyalty to
the Company or its shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware Act (relating to certain unlawful distributions to
shareholders) or (iv) for any transaction from which the director derived an
improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value
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of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) 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;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference 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
shares of Company Common Stock which remain unsold at the termination of this
offering.
4. That, for purposes of determining 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.
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 in Item 6, 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 Act
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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
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 Denver, State of Colorado, on May 31, 1997.
NEW CENTURY ENERGIES, INC.
By /s/ Bill D. Helton
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Name: Bill D. Helton
Title: Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Bill D. Helton Chairman of the Board and May 31, 1997
- -------------------------- Chief Executive Officer
Name: Bill D. Helton (Principal Executive Officer)
/s/ Wayne H. Brunetti Vice Chairman of the Board, May 31, 1997
- -------------------------- President, Chief Operating
Name: Wayne H. Brunetti Officer and Director
/s/ Richard C. Kelly Executive Vice President and May 31, 1997
- -------------------------- Chief Financial Officer
Name: Richard C. Kelly and Principal Accounting Officer)
/s/ C. Coney Burgess Director May 31, 1997
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Name: C. Coney Burgess
/s/ Danny H. Conklin Director May 31, 1997
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Name: Danny H. Conklin
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/s/ Giles M. Forbess Director May 31, 1997
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Name: Giles M. Forbess
/s/ Gayle L. Greer Director May 31, 1997
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Name: Gayle L. Greer
/s/ R. R. Hemminghaus Director May 31, 1997
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Name: R. Hemminghaus
/s/ A. Barry Hirschfeld Director May 31, 1997
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Name: A. Barry Hirschfeld
/s/ J. Howard Mock Director May 31, 1997
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Name: J. Howard Mock
/s/ Will F. Nicholson, Jr. Director May 31, 1997
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Name: Will F. Nicholson, Jr.
/s/ J. Michael Powers Director May 31, 1997
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Name: J. Michael Powers
/s/ Rodney E. Slifer Director May 31, 1997
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Name: Rodney E. Slifer
/s/ W. Thomas Stephens Director May 31, 1997
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Name: W. Thomas Stephens
/s/ Robert G. Tointon Director May 31, 1997
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Name: Robert G. Tointon
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 City of Amarillo, State of Texas, on June 5,
1997.
SOUTHWESTERN PUBLIC SERVICE COMPANY
EMPLOYEE INVESTMENT PLAN
By /s/ Bill D. Helton
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Name: Bill D. Helton
Title: Chairman of the Administrative
Committee
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EXHIBIT INDEX
Exhibit
Number Exhibit
4(a) Restated Certificate of Incorporation of the Registrant (incorporated
by reference to Annex VIII to Joint Proxy Statement/Prospectus and
Registration Statement on Form S-4 (File No. 33-64951)).
4(b) Restated Bylaws (incorporated by reference to Annex IX to Joint Proxy
Statement/Prospectus and Registration Statement on Form S-4
(File No. 33-64951)).
5 Opinion of Counsel for the Registrant.
15(a) Letter of Arthur Andersen LLP on Unaudited Financial
Information of the Company.
15(b) Letter of Arthur Andersen LLP on Unaudited Financial
Information of PSCo.
15(c) Letter of Deloitte & Touche LLP on Unaudited Financial
Information of SPS.
15(d) Letter of Arthur Andersen LLP on Unaudited Financial
Information of SPS.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Deloitte & Touche LLP.
23(c) Consent of Counsel for the Registrant (included in Exhibit 5).
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Exhibit 5
CAHILL GORDON & REINDEL
80 Pine Street
New York, New York 10005
June 6, 1997
New Century Energies, Inc.
1225 17th Street
Denver, Colorado 80202
Re: New Century Energies, Inc.
Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel for New Century Energies, Inc., a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-8 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to
7,000,000 shares of Common Stock, $1.00 par value (the "Common Stock"), of the
Company which are issuable under the New Century Energies, Inc. Omnibus
Incentive Plan, the Public Service Company of Colorado Omnibus Incentive Plan ,
the Southwestern Public Service Company 1989 Stock Incentive Plan, the
Southwestern Public Service Company Employee Investment Plan and the
Southwestern Public Service Company Directors' Deferred Compensation Plan
(collectively, the "Plans").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such records of the
Company and such other documents, certificates and corporate or other records as
we have deemed necessary or appropriate as a basis for the opinion set forth
herein. In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such copies.
We advise you that, in our opinion, upon the issuance of Common Stock in
accordance with the terms of the Plans and receipt by the Company of the
consideration for the shares of Common Stock in accordance with the terms of the
Plans, the shares of Common Stock so issued will be legally issued, fully paid
and non-assessable.
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We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ Cahill Gordon & Reindel
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Exhibit 15(a)
LETTER ON UNAUDITED FINANCIAL INFORMATION
June 6, 1997
New Century Energies, Inc.:
We are aware that New Century Energies, Inc. has incorporated by reference in
this Registration Statement (Form S-8) pertaining to the registration of New
Century Energies, Inc. common stock for the benefit plans listed on the cover of
the Registration Statement, its Form 10-Q for the quarter ended March 31, 1997,
which includes our report dated May 12, 1997, covering the unaudited financial
statements contained therein. Pursuant to Regulation C of the Securities Act of
1933, that report is not considered a part of the Registration Statement
prepared or certified by our Firm or a report prepared or certified by our Firm
within the meaning of Sections 7 and 11 of the Act.
Very truly yours,
/s/ Arthur Andersen LLP
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Exhibit 15(b)
LETTER ON UNAUDITED FINANCIAL INFORMATION
June 6, 1997
Public Service Company of Colorado:
We are aware that Public Service Company of Colorado has incorporated by
reference in this Registration Statement (Form S-8) pertaining to the
registration of New Century Energies, Inc. common stock for the benefit plans
listed on the cover of the Registration Statement, its Form 10-Q for the quarter
ended March 31, 1997, which includes our report dated May 12, 1997, covering the
unaudited consolidated condensed financial statements contained therein.
Pursuant to Regulation C of the Securities Act of 1933, that report is not
considered a part of the Registration Statement prepared or certified by our
Firm or a report prepared or certified by our Firm within the meaning of
Sections 7 and 11 of the Act.
Very truly yours,
/s/ Arthur Andersen LLP
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Exhibit 15(c)
LETTER ON UNAUDITED FINANCIAL INFORMATION
New Century Energies, Inc.:
We have reviewed, in accordance with standards established by the American
Institute of Certified Public Accountants, the unaudited condensed consolidated
interim financial information of Southwestern Public Service Company for the
periods ended November 30, 1996 and 1995, and February 28, 1997 and February 29,
1996, as indicated in our reports dated January 10, 1997, and April 11, 1997,
respectively; because we did not perform an audit, we expressed no opinion on
that information.
We are aware that our reports referred to above, which were included in your
Quarterly Reports on Form 10-Q for the quarters ended November 30, 1996, and
February 28, 1997, respectively, are being used in this Registration Statement.
We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or reports prepared or
certified by an accountant within the meaning of Sections 7 and 11 of the Act.
/s/ Deloitte & Touche LLP
Dallas, Texas
June 6, 1997
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Exhibit 15(d)
LETTER ON UNAUDITED FINANCIAL INFORMATION
June 6, 1997
Southwestern Public Service Company:
We are aware that Southwestern Public Service Company has incorporated by
reference in this Registration Statement (Form S-8) pertaining to the
registration of New Century Energies, Inc. common stock for the benefit plans
listed on the cover of the Registration Statement, its Form 10-Q for the quarter
ended March 31, 1997, which includes our report dated June 5, 1997, covering the
unaudited condensed consolidated financial statements contained therein.
Pursuant to Regulation C of the Securities Act of 1933, that report is not
considered a part of the Registration Statement prepared or certified by our
Firm or a report prepared or certified by our Firm within the meaning of
Sections 7 and 11 of the Act.
Very truly yours,
/s/ Arthur Andersen LLP
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Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 6, 1997,
included in the New Century Energies, Inc. Form 10-K for the year ended December
31, 1996, our report dated February 24, 1997, included in Public Service Company
of Colorado's Form 10-K for the year ended December 31, 1996, and to the use in
this registration statement of our report dated December 11, 1995, included in
the NCE Joint Proxy Statement/Prospectus and Registration Statement on Form S-4,
covering the balance sheet of New Century Energies, Inc. as of October 31, 1995,
and to all references to our Firm included in this registration statement.
Denver, Colorado /s/ Arthur Andersen LLP
June 6, 1997
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Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
New Century Energies, Inc. on Form S-8 of our report dated October 10, 1996,
appearing in the Annual Report on Form 10-K of Southwestern Public Service
Company for the year ended August 31, 1996 and our report dated November 15,
1996, appearing in the Annual Report on Form 11-K for the Southwestern Public
Service Company Employee Investment Plan for the year ended August 31, 1996.
/s/ Deloitte & Touche LLP
Dallas, Texas
June 6, 1997
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