CONECTIV INC, S-8, 1998-04-14

CONECTIV INC
S-8, 1998-04-14
ELECTRIC & OTHER SERVICES COMBINED

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<PAGE> 1
As filed with the Securities and Exchange Commission on April 14, 1998

Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
CONECTIV
(Exact name of registrant as specified in charter)

--------------------

Delaware 51-0377417
(State of Incorporation) (IRS Employer Identification No.)

800 King Street
Wilmington, DE 19899
Attn: Barbara S. Graham
(302) 429-3448
(Address of principal executive offices)
--------------------

Conectiv Incentive Compensation Plan
(Full title of the plan)
--------------------

Barbara S. Graham
Senior Vice President and Chief Financial Officer
Conectiv
800 King Street
Wilmington, DE 19899
(302) 429-3448

(Names, addresses and telephone numbers, including
area codes, of agents for service)
--------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================================================
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of Registration
Securities to be Registered Offering Pricing Per Aggregate Offering Price Fee
Registered (1) Share (2) (2) (2)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 5,000,000 shares $21.5625 $107,812,500 $31,804.69
($.01 par value)
==================================================================================================================================
</TABLE>

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 Conectiv Incentive
Compensation Plan.

2. Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457; computed on the basis of the average of the reported
high and low sales prices on the New York Stock Exchange Composite
Transactions on April 7, 1998.

================================================================================
<PAGE> 2
PART I

The documents containing the information specified in Part I will be
sent or given to each person eligible to participate in the Conectiv Incentive
Compensation Plan as specified by Rule 428(b) (1) under the Securities Act of
1933 (the "Securities Act"). In accordance with the instructions to Part I of
Form S-8, such documents will not be filed with the Commission under Part I of
this Registration Statement or any Prospectus filed pursuant to Rule 424 under
the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Conectiv (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, Conectiv, 800 King Street,
Wilmington, DE 19899, (Tel.) 302-429-3114.

The following documents, previously filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act"), are hereby incorporated by reference:

1. The description of the Company's Common Stock contained in the Joint
Proxy Statement of Delmarva Power & Light Company ("Delmarva") and
Atlantic Energy, Inc. ("Atlantic Energy") / Prospectus of Conectiv,
Inc. (Incorporated by reference to the filing on Form S-4 (File No.
333-18843) dated December 26, 1996);
2. Delmarva Annual Report on Form 10-K for the year ended December 31,
1997 (File No. 1-1405); and,
3. Combined Atlantic Energy (File No. 1-9760) and Atlantic City Electric
Company ("Atlantic Electric") (File No. 1-3559) Annual Report on Form
10-K for the year ended December 31, 1997.

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

<PAGE> 3
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 Company'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. Experts

The consolidated financial statements and related schedules incorporated by
reference in this registration statement from Delmarva's Annual Report on Form
10-K for the fiscal year ended December 31, 1997, have been audited by Coopers
& Lybrand L.L.P., independent accountants, as indicated in their report with
respect thereto, and are incorporated herein in reliance upon such report,
given on the authority of that firm as experts in accounting and auditing.

The consolidated financial statements and related schedules incorporated by
reference in this registration statement from the combined Atlantic Energy and
Atlantic Electric Annual Report on Form 10-K for the fiscal year ended December
31, 1997, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports which are incorporated herein by reference and have
been so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

The validity of the shares of Common Stock offered hereby will be passed upon
for the Company by Peter F. Clark, General Counsel for the Company.

As of April 7, 1998, Mr. Clark, whose opinion is included herewith as Exhibit
5, held, in the form of stock and share equivalents in the Company's employee
benefit plans, 2,886 shares of the Company's Common Stock and had been granted
1,635 performance shares as to which full rights will not vest, if at all,
until a future date. On such date, Mr. Clark's shares, including the
performance shares, had a fair market value of approximately $97,500

<PAGE> 4
Item 6. Indemnification of Directors and Officers.

The Restated Certificate and Articles of Incorporation of the Company provides
that the Company shall indemnify, to the full extent that it shall have power
to do so under applicable law, each director and officer against all costs and
liabilities reasonably incurred by or imposed on such persons in connection
with any litigation in which such director or officer may be involved by reason
of being or having been a director or officer of the Company. This provision
is not exclusive of other rights to which any director or officer may otherwise
be entitled. Under applicable corporate law, the Company may, upon a
determination that such persons have met the applicable statutory standard of
conduct, indemnify directors, officers, employees and agents against expenses,
judgments, fines and settlement payments reasonably incurred.

Subject to certain exceptions, the directors and all corporate officers of the
Company are insured for not less than $75,000,000 because of any claim or
claims made against them, including claims arising under the Securities Act,
and caused by any negligent act, any error, any omission or any breach of duty
while acting in their capacities as such directors or officers, and the Company
is insured to the extent that it shall have indemnified the directors and
officers for such loss. The premiums for such insurance are paid by the
Company.

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;

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 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

<PAGE> 5

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 Exchange Act that are
incorporated by reference in the registration statement.

2. That, for the purpose of determining any liability under the Securities
Act, 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.

That, for purposes of determining liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act 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 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 Securities
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
Securities Act and will be governed by the final adjudication of such issue.

<PAGE> 6
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 Wilmington , State of Delaware, on April 13, 1998.

CONECTIV

By: /s/ B. S. Graham
----------------

Name: B. S. Graham
Title: Senior Vice President and Chief Financial 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.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ H.E. COSGROVE Chairman of the Board, President, April 13, 1998
------------------------------ Chief Executive Officer and Director
(H. E. Cosgrove) (Principal Executive Officer)

/s/ B. S. GRAHAM Senior Vice President and April 13, 1998
------------------------------ Chief Financial Officer
(B. S. Graham) (Principal Financial Officer)

/s/ J. P. LAVIN Controller April 13, 1998
------------------------------ (Principal Accounting Officer)
(J. P. Lavin)

Director
------------------------------
(M. G. Abercrombie)

Director /s/ B.S. Graham
------------------------------ ---------------
(R. F. Balotti) B.S. Graham
Attorney-in-Fact
April 13, 1998
Director
------------------------------
(R. D. Burris)
</TABLE>

<PAGE> 7

<TABLE>
<S> <C> <C>
Director
------------------------------
(A. K. Doberstein)

Director
------------------------------
(M. B. Emery)

Director
------------------------------
(S. I. Gore)

Director
------------------------------
(C. Holley)

Director
------------------------------ /s/ B.S. Graham
----------------
(J. L. Jacobs) B.S. Graham
Attorney-in-Fact
Director April 13, 1998
------------------------------
(K. MacDonnell)

Director
------------------------------
(R. B. McGlynn)

Director
------------------------------
(B. J. Morgan)

Director
------------------------------
(W. E. Nellius)

Director
------------------------------
(H. Raveche)
</TABLE>

<PAGE> 8
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
<S> <C>
3(a) --- Restated Certificate of Incorporation of Conectiv (Incorporated by reference to the
Company's filing on Form 8-K dated March 6, 1998)

3(b) --- Certificate of Merger of Atlantic Energy, Inc. into Conectiv, Inc. filed in the State
of Delaware (Incorporated by reference to the Company's filing on Form 8-K
dated March 6, 1998)

3(c) --- Section 102(a) certificate to change name from Conectiv, Inc. to Conectiv filed in
the State of Delaware (Incorporated by reference to the Company's filing on Form 8-K
dated March 6, 1998)

3(d) --- Certificate of Merger of Atlantic Energy, Inc. into Conectiv, Inc. filed in the State
of New Jersey (Incorporated by reference to the Company's filing on Form 8-K
dated March 6, 1998)

3(e) --- Certificate of Merger of DS Sub, Inc. into Delmarva Power & Light Company
filed in the State of Delaware (Incorporated by reference to the Company's filing
on Form 8-K dated March 6, 1998)

3(f) --- By-Laws of Conectiv (Incorporated by reference to the Company's filing on Form
8-K dated March 6, 1998)

4 --- Conectiv Incentive Compensation Plan (Incorporated by reference to Exhibit
99(e) of the filing on Form S-4 (File No. 333-18843) dated December 26, 1996)

5 --- Opinion of Peter F. Clark, Esq., with respect to the securities being registered
hereunder

23(a) --- Consent of Peter F. Clark, Esq. (included in Exhibit 5)

23(b) --- Consent of Coopers & Lybrand, L.L.P., independent accountants

23(c) --- Consent of Deloitte & Touche LLP, independent auditors

24 --- Powers of Attorney
</TABLE>

<PAGE> 1
EXHIBIT 5

April 13, 1998

Conectiv
800 King Street
P. O. Box 231
Wilmington, DE 19899

Ladies and Gentlemen:

I am General Counsel of Conectiv (the "Company") and am rendering this opinion
in connection with the filing by the Company of a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the issuance of up to 5,000,000 shares of the Company's
Common Stock, $.01 par value, (the "Shares") pursuant to the Conectiv Incentive
Compensation Plan (the "Plan").

In connection with this opinion, I or attorneys in whom I have confidence have
examined the Registration Statement and related Prospectus, the Company's
Certificate of Incorporation and By-laws, and such other documents, records,
certificates, memoranda and other instruments as I deem necessary as the basis
for this opinion. I have assumed the authenticity of all documents submitted
to me as originals, the conformity to originals of all documents submitted to
me as copies, and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.

On the basis of the foregoing, I am of the opinion that the Shares will be
validly issued, fully paid, and nonassessable when issued and paid for in
accordance with the Plan, the Registration Statement and the related
Prospectus.

I express no opinion with respect to the applicability or effect of the laws of
any jurisdiction other than Delaware, as in effect as of the date hereof.

I consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.

Very truly yours,

/s/ Peter F. Clark

Peter F. Clark
General Counsel

<PAGE> 1
EXHIBIT 23(b)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement of
Conectiv on Form S-8 of our report dated February 6, 1998, except as to the
information presented in Note 4 under Merger with Atlantic Energy, Inc., for
which the effective date of the merger is March 1, 1998, on our audits of the
consolidated financial statements of Delmarva Power & Light Company and
Subsidiary Companies as of December 31, 1997 and 1996 and for each of the three
years in the period ended December 31,1997, which is included in the 1997
Annual Report on Form 10-K of Delmarva Power & Light Company. We also consent
to the reference to our Firm under the caption "Experts".

COOPERS & LYBRAND L.L.P.

2400 Eleven Penn Center
Philadelphia, Pa 19103
April 13, 1998

<PAGE> 1
EXHIBIT 23(c)

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Conectiv on Form S-8 of our reports dated February 2, 1998 (March 1, 1998 as to
Note 4 of the Financial Statements), appearing in the Annual Reports on Form
10-K of Atlantic Energy, Inc. and Atlantic City Electric Company for the year
ended December 31, 1997 and to the reference to us under the heading "Experts"
in the Prospectus, which is part of this Registration Statement.

DELOITTE & TOUCHE LLP

Parsippany, New Jersey
April 13, 1998

<PAGE> 1
EXHIBIT 24

CONECTIV

LIMITED POWER OF ATTORNEY

The undersigned, a director or officer of Conectiv, a Delaware
corporation, does hereby appoint H. E. COSGOVE, B. S. GRAHAM, J. P. LAVIN and
L. M. WALTERS and each of them (with power to act without the other), including
full power of substitution and revocation, as the undersigned's true and lawful
attorneys-in-fact and agents, with full power and authority to act in all
capacities for him/her and in his/her name, place and stead in connection with
the filing with the Securities and Exchange Commission, pursuant to the
Securities Act of 1933, as amended, of a Registration Statement on Form S-8,
and any and all amendments thereto, relating to not in excess of 5,000,000
shares of common stock in connection with the Conectiv Incentive Compensation
Plan, and execute and deliver for the undersigned and in his/her name, place
and stead all such other documents or instruments and to take such further
action as they, or any of them, deem appropriate. The undersigned hereby
grants to each such attorney-in-fact full power and authority to take any and
all actions requisite, necessary or proper in the exercise of any of the rights
and power granted herein, as fully as the undersigned could do if personally
present, and hereby ratifies and confirms all that any such attorney-in-fact
lawfully does or causes to be done by virtue of this Limited Power of Attorney
and the rights and powers granted herein. The undersigned agrees that this
Limited Power of Attorney shall survive the incapacity or disability of the
undersigned.