Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
CTG RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Connecticut 06-1466463
(State of Incorporation) (I.R.S. Employer Identification
Number)
100 Columbus Boulevard
Hartford, Connecticut 06103
(Address of principal Executive Offices)
CTG RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
(Full title of the plan)
Reginald L. Babcock
Vice President - Corporate Services and General Counsel & Secretary
100 Columbus Boulevard
Hartford, Connecticut 06103
(203) 727-3459
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount maximum maximum Amount of
securities to be offering aggregate registration
to be registered(2) price offering fee(3)
registered(1) per unit(3) price(3)
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Common Stock 200,000 shares $21.875 $4,375,000 $1,325.76
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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 employee benefit plan described
herein.
(2) The number of shares of Common Stock of CTG Resources, Inc. being
registered represents shares which the Trustee may purchase or otherwise
acquire for the account of the employees participating in the CTG Resources,
Inc. Employee Savings Plan.
(3) In accordance with Rule 457 calculated on the basis of the average of
the high and low prices for the Common Stock on the New York Stock Exchange
on June 17, 1997.<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement is for the purpose of registering 200,000
additional shares of common stock for use by the CTG Resources, Inc.
Employee Savings Plan.
In accordance with general instruction E. to FORM S-8, the Company
hereby incorporates by reference the Connecticut Natural Gas Corporation's
Employee Savings Plan Registration Statement on Form S-8, filed with the
Commission on July 20, 1994 (File No. 033-54643), as amended by the CTG
Resources, Inc. Post-Effective Amendment No. 1 to the Employee Savings Plan
Registration Statement on Form S-8, filed with the Commission on March 31,
1997 (File No. 033-54643-99).
ITEM 8. EXHIBITS.
The exhibits constituting part of this registration statement are as
follows:
99 (i) Exhibit Index
5 (i) Opinion of Murtha, Cullina, Richter and Pinney re: legality
23 (i) Consent of Murtha, Cullina, Richter and Pinney is included in
its opinion re: legality.
24 Powers of Attorney authorizing execution of Registration
Statement
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SIGNATURES
The Registrant
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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 Hartford, State of Connecticut, on
this 18th day of June, 1997.
CTG Resources, Inc.
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(Registrant)
By S/ Victor H. Frauenhofer
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Victor H. Frauenhofer
Chairman and Chief Executive Officer
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 this 18th day of June, 1997.
Signature Title
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S/ Victor H. Frauenhofer
-------------------------- Chairman, Chief Executive
(Victor H. Frauenhofer) Officer and Director
S/ James P. Bolduc
-------------------------- Executive Vice President
(James P. Bolduc) and Chief Financial Officer
S/ Andrew H. Johnson
-------------------------- Treasurer and Chief Accounting
(Andrew H. Johnson) Officer
S/ R. L. Babcock
--------------------------
(R. L. Babcock)*
*Attorney-in-Fact for:
Bessye W. Bennett, Director
James F. English, Director
Herman J. Fonteyne, Director
Beverly L. Hamilton, Director
Harvey S. Levenson, Director
Arthur C. Marquardt, Director
Denis F. Mullane, Director
Richard J. Shima, Director
Laurence A. Tanner, Director
Michael W. Tomasso, Director
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<PAGE>
The Plan
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Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hartford, State of
Connecticut, on this 18th day of June, 1997.
CTG RESOURCES, INC.
EMPLOYEE SAVINGS PLAN:
CTG RESOURCES, INC.
PLAN ADMINISTRATOR
S/ James P. Bolduc
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James P. Bolduc
Executive Vice President
and Chief Financial Officer
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<PAGE>
Exhibit 99(i)
Page 1 of 1
CTG Resources, Inc.
Form S-8 Registration Statement
Employee Savings Plan
Exhibit Index
Document
Item Description Description
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99(i) Exhibit Index EX-99.1
5(i) Opinion of Murtha, Cullina, EX-5.1
Richter, and Pinney
re: legality
23(i) Consent of Murtha, Cullina,
Richter and Pinney (included
in Exhibit 5(i)
24 Power of Attorney EX-24
<PAGE>
Exhibit 5(i)
Page 1 of 2
MURTHA, CULLINA, RICHTER AND PINNEY
CityPlace I
185 Asylum Street
Hartford, Connecticut 06103-3469
Telephone (203) 240-6000
Facsimile (203)240-6150
Willard F. Pinney, Jr.
(203) 240-6016
June 18, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: CTG Resources, Inc.
Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel for CTG Resources, Inc. ("CTG") in
connection with the proposed sale and issuance by CTG of up to an
aggregate of 200,000 shares of its common stock pursuant to the
CTG Resources, Inc. Employee Savings Plan (the "Plan"), as
described in CTG's Registration Statement on Form S-8 being filed
this date under the Securities Act of 1933, as amended.
We are familiar with the action taken by CTG to date with
respect to the adoption of the Plan and the reservation of an
aggregate of 200,000 shares of its common stock (the "Shares")
for issuance under the Plan, and the documents incorporated by
reference in the Registration Statement, and have made such
examination as we deemed necessary as a basis for the opinions
hereinafter expressed. We are furnishing this opinion in
connection with the filing of the Registration Statement.
<PAGE>
Exhibit 5(i)
Page 2 of 2
Securities and Exchange Commission
June 18, 1997
Page 2
Subject to the following assumption and based upon the
foregoing, we are of the opinion that, upon the effectiveness of
the Registration Statement, the Shares proposed to be offered and
sold by CTG under the Registration Statement pursuant to the Plan
will, when issued in accordance with the terms of the Plan, be
legally issued, fully paid and nonassessable.
For purposes of the foregoing opinion we have assumed that
the Shares required to fund the Plan will be acquired by CTG in
market transactions or, in the alternative, we have assumed that
any shares newly issued in accordance with the Plan will first be
approved by the Connecticut Department of Utility Control in
accordance with applicable Connecticut law.
We hereby consent to the inclusion of this opinion as an
exhibit in the Registration Statement.
Very truly yours,
MURTHA, CULLINA, RICHTER AND PINNEY
S/ Willard F. Pinney, Jr.
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Willard F. Pinney, Jr.
A Partner of the Firm
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EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned does
hereby appoint and constitute James P. Bolduc and Reginald L. Babcock and
each of them as his agent and attorney in fact to execute in his name, place
and stead (whether on behalf of the undersigned individually or as an
officer or director of CTG Resources, Inc. or otherwise) a Registration
Statement on Form S-8 relating to the CTG Resources, Inc. Employee Savings
Plan and any and all amendments to such Registration Statement and all
instruments necessary or advisable in connection with such Registration
Statement or amendments; and to file such Registration Statement and any
amendments thereto with the Securities and Exchange Commission. Each of the
said attorneys shall have the power to act hereunder with or without the
other.
IN WITNESS WHEREOF, the undersigned have executed this instrument this
22nd day of April, 1997.
S/ Bessye W. Bennett S/ Arthur C. Marquardt
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Bessye W. Bennett Arthur C. Marquardt
S/ James F. English, Jr. S/ Denis F. Mullane
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James F. English, Jr. Denis F. Mullane
S/ Herman J. Fonteyne S/ Richard J. Shima
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Herman J. Fonteyne Richard J. Shima
S/ Beverly L. Hamilton S/ Laurence A. Tanner
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Beverly L. Hamilton Laurence A. Tanner
S/ Harvey S. Levenson S/ Michael W. Tomasso
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Harvey S. Levenson Michael W. Tomasso
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