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As filed with the Securities and Exchange Commission on July 21, 2000
REGISTRATION NO. 333 -
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UNITED STATES
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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BAYCORP HOLDINGS, LTD.
(Exact name of Registrant as specified in its charter)
DELAWARE 02-0488443
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
20 INTERNATIONAL DRIVE, SUITE 301, PORTSMOUTH, NEW HAMPSHIRE 03801-6809
(Address of Principal Executive Offices) (Zip Code)
1996 STOCK OPTION PLAN
(Full title of the plan)
FRANK W. GETMAN, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BAYCORP HOLDINGS, LTD.
20 INTERNATIONAL DRIVE, SUITE 301
PORTSMOUTH, NEW HAMPSHIRE 03801-6809
(Name and address of agent for service)
(603) 431-6600
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
251,817 $8.17 $2,057,345 $544
Common Stock, $.01 par value 46,683 $8.47 $ 395,405 $105
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298,500 $649
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(1) The number of shares of common stock, par value $.01 per share ("Common
Stock"), stated above consists of the aggregate number of additional shares
not previously registered which may be sold upon the exercise of options
which have been granted and/or may hereafter be granted under the BayCorp
Holdings, Ltd. 1996 Stock Option Plan, as amended (the "1996 Option Plan").
The maximum number of shares which may be sold upon the exercise of such
options granted under the 1996 Option Plan is subject to adjustment in
accordance with certain anti-dilution and other provisions of said 1996
Option Plan. Accordingly, pursuant to Rule 416 under the Securities Act of
1933, as amended (the "Securities Act"), this Registration Statement
covers, in addition to the number of shares stated above, an indeterminate
number of shares which may be subject to grant or otherwise issuable after
the operation of any such anti-dilution and other provisions.
(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act as follows: (i) in the case of shares of Common Stock which
may be purchased upon exercise of outstanding options, the fee is
calculated on the basis of the average price at which the options may be
exercised; and (ii) in the case of shares of Common Stock for which options
have not yet been granted and the option price of which is therefore
unknown, the fee is calculated on the basis of the average of the high and
low sale prices per share of the Common Stock on The American Stock
Exchange ("AMEX") as of a date (July 19, 2000) within 5 business days prior
to filing this Registration Statement.
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This registration statement on Form S-8 is being filed for the purpose of
registering an additional 298,500 shares of BayCorp Holdings, Ltd. Common Stock
to be issued pursuant to the 1996 Option Plan.
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8 (File No. 333-24269), filed
by the Registrant on March 31, 1997, relating to the Registrant's 1996 Stock
Option Plan, with such modifications as are set forth below.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock registered under
this Registration Statement has been passed upon for the Company by Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston, Massachusetts.
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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 Portsmouth, New Hampshire, on July 21, 2000.
BAYCORP HOLDINGS, LTD.
By /s/ Frank W. Getman, Jr.
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Frank W. Getman, Jr.
President and Chief Executive Officer
Each person whose signature appears below constitutes and appoints Frank W.
Getman, Jr. and Patrycia Barnard and each of them singly, his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them, for him and in his name, place and stead, and in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8 of BayCorp Holdings, Ltd. 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 in or
about the premises, as full to all intents and purposes as he 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 and on the dates indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Frank W. Getman, Jr. President, Chief Executive Officer, July 21, 2000
---------------------------- and Director
Frank W. Getman, Jr. (principal executive, financial,
and accounting officer)
/s/ Stanley I. Garnett Director July 21, 2000
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Stanley I. Garnett
/s/ Michael R. Latina Director July 21, 2000
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Michael R. Latina
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SIGNATURE TITLE DATE
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<S> <C> <C>
Director
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Lawrence M. Robbins
/s/ John A. Tillinghast Director July 21, 2000
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John A. Tillinghast
/s/ Alexander Ellis Director July 21, 2000
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Alexander Ellis
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BAYCORP HOLDINGS, LTD.
INDEX TO EXHIBITS FILED WITH
FORM S-8 REGISTRATION STATEMENT
EXHIBIT
NUMBER DESCRIPTION
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4.1 Certificate of Incorporation of BayCorp Holdings, Ltd.(1)
4.2 By-Laws of BayCorp Holdings, Ltd.(1)
4.3 Form of Common Stock Certificate.(2)
5 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as
to the legality of shares being registered.
23.1 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included in opinion of counsel filed as Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney to file future amendments (set forth on the
signature page of this Registration Statement).
99 BayCorp Holdings, Ltd. 1996 Stock Option Plan, as amended.
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(1) Filed as an Exhibit to the Registration Statement on Form S-4 of BayCorp
Holdings, Ltd. (Registration Statement 333-3362) filed on July 12, 1996 and
incorporated herein by reference.
(2) Filed as an Exhibit 4.3 to the Registration Statement on Form S-8 of
BayCorp Holdings, Ltd. (Registration Statement 333-24269) filed on March
31, 1997 and incorporated herein by reference.
