<PAGE> 1
As filed with the Securities and Exchange Commission on February 10, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
CONECTIV, INC.
(Exact name of registrant as specified in charter)
-----------------
<TABLE>
<S> <C> <C>
Delaware 51-0377417
(State of Incorporation) (IRS Employer Identification No.)
800 King Street
Wilmington, DE 19899
Attn: Barbara S. Graham
(302) 429-3448
(Address, including zip code, and telephone number including
area code, of registrant's principal executive offices)
-----------------------
Barbara S. Graham James E. Franklin II, Esq.
President General Counsel and Secretary
Conectiv Conectiv
800 King Street 6801 Black Horse Pike
Wilmington, DE 19899 Egg Harbor Township, NJ 08234
(302) 429-3448 (609) 645-4420
(Names, addresses and telephone numbers, including
area codes, of agents for service)
-----------------------
Copies to:
Douglas W. Hawes, Esq. James M. Cotter, Esq.
Steven H. Davis, Esq. Vincent Pagano, Jr., Esq.
LeBoeuf, Lamb, Greene & MacRae, Simpson Thacher & Bartlett
L.L.P. 425 Lexington Avenue
125 West 55th Street New York, new York 10017
New York, New York 10019
</TABLE>
-----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement is declared effective. The
issuance of securities shall occur when all other conditions to the merger
of DS Sub, Inc. (a Delaware corporation and a wholly owned transitory
subsidiary of the Registrant established solely to effectuate such merger)
with and into Delmarva Power & Light Company (the "Delmarva Merger") and
the merger of Atlantic Energy, Inc., a New Jersey corporation, with and
into the Registrant (the "Atlantic Merger" and, together with the Delmarva
Merger, the "Mergers") pursuant to the Agreement and Plan of Merger (the
"Merger Agreement") described in the Prospectus forming a part of the S-4
Registration Statement filed by Conectiv, Inc. on December 26, 1996 (File
No. 333-18843, have been satisfied or waived.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration number of the
earlier effective registration statement for the same offering. /X/
333-18843
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of Registration
Securities to be Registered Offering Pricing Per Aggregate Offering Fee (1)
Registered Share (1) Price (1)
- - - --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 800,000 shares $21.75 $17,400,000.00 $5,133.00
================================================================================================================================
</TABLE>
(1) 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 Rule 457(c) and 457(f)(1), the registration fee has been
calculated based on the average of the high and low prices for the Common
Stock of Delmarva Power & Light Company (the higher priced stock of the
two companies combining to form Conectiv) on February 5, 1998, as reported
on the New York Stock Exchange Composite Tape.
-----------------------
================================================================================
<PAGE> 2
This registration statement is being filed with respect to the registration of
additional securities for an offering pursuant to Rule 462(b)(3) under the
Securities Act of 1933, as amended. The contents of the earlier effective
registration statement (File No. 333-18843) are incorporated in this
registration statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
<PAGE> 3
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-4 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 February 10, 1998.
CONECTIV, INC.
By: /s/ Barbara S. Graham
Name: Barbara S. Graham
Title: President
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/ Barbara S. Graham Director and President February 10, 1998
--------------------- (Principal Executive Officer and Principal
(Barbara S. Graham) Financial Officer)
/s/ Michael J. Barron Director February 10, 1998
---------------------
(Michael J. Barron)
/s/ James P. Lavin Vice President February 10, 1998
------------------ (Principal Accounting Officer)
(James P. Lavin)
</TABLE>
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- - - ------ ----------------------
<S> <C> <C>
5 (a) --- Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., with respect to the securities being registered hereunder
5 (b) --- Opinion of Simpson Thacher & Bartlett, with respect to the securities being registered hereunder
23 (a) --- Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.(included in Exhibit 5 (a))
23 (b) --- Consent of Simpson Thacher & Bartlett (included in Exhibit 5 (b))
</TABLE>
<PAGE> 1
Exhibit 5(a)
[Letterhead of LeBoeuf, Lamb, Greene & MacRae, L.L.P.]
February 10,1998
Delmarva Power & Light Company
800 King Street
Wilmington, DE 19899
Conectiv, Inc.
800 King Street
Wilmington, DE 19899
Ladies and Gentlemen:
We have acted as counsel to Delmarva Power & Light Company, a
Delaware and Virginia corporation ("Delmarva"), and Conectiv, Inc., a Delaware
corporation (the "Company"), in connection with the filing of a Registration
Statement (the "Registration Statement") on Form S-4 under the Securities Act
of 1933, as amended (the "Act"), relating to the registration of 800,000 shares
of Common Stock, par value $0.01 per share, of the Company.
In connection with this opinion, we have examined originals,
or copies certified or otherwise identified to our satisfaction, of such
instruments, certificates, records and documents, including the draft of the
form of restated certificate of incorporation of the Company (the "Restated
Certificate") which is attached as Exhibit 3(a) to the Company's Registration
Statement on Form S-4 that was filed with the Securities and Exchange
Commission on December 26, 1996, and have reviewed such questions of law, as we
have deemed necessary or appropriate for purposes of this opinion. In such
examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
the original documents of all documents submitted as copies and the
authenticity of the originals of such latter documents. As to any facts
material to our opinion, we have relied upon the aforesaid instruments,
certificates, records and documents and inquiries of Company and Delmarva
representatives.
<PAGE> 2
Based upon the foregoing examination, and assuming the
adoption, filing and acceptance with the General Corporation Law of the State of
Delaware of a restated certificate of incorporation in the form of the Restated
Certificate, we are of the opinion that the shares to be issued by the Company
to the Delmarva stockholders have been duly authorized and, when issued in the
manner contemplated by the Registration Statement (including the declaration
and maintenance of the effectiveness of the Registration Statement and the
obtaining and maintenance of all requisite regulatory and other approvals),
will be validly issued, fully paid and nonassessable.
We are, in this opinion, opining only on the General Corporation Law
of the State of Delaware and the federal law of the United States. We are not
opining on "blue sky" or other state securities laws.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name under the caption
"Legal Matters" therein and in the related prospectus, and in any supplements
thereto or amendments thereof. Our consent to such reference does not
constitute a consent under Section 7 of the Act, and in consenting to such
reference we have not certified any part of the Registration Statement and do
not otherwise come within the categories of persons whose consent is required
under Section 7 or under the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P.
<PAGE> 1
Exhibit 5(b)
[Letterhead of Simpson Thacher & Bartlett]
February 10, 1998
Conectiv, Inc.
800 King Street
Wilmington, Delaware 19899
Ladies and Gentlemen:
With respect to the Registration Statement on Form S-4 (the
"Registration Statement") of Conectiv, Inc., a Delaware corporation (the
"Company"), relating to the issuance of shares of its Common Stock, par value
$.01 per share (the "Company Common Stock"), and shares of its Class A Common
Stock, par value $.01 per share (the "Class A Common Stock"), pursuant to an
Agreement and Plan of Merger, dated August 9, 1996, as amended and restated as
of December 26, 1996, by and among Atlantic Energy, Inc., a New Jersey
corporation ("Atlantic"), Delmarva Power & Light Company, a Delaware
corporation, DS Sub, Inc., a Delaware corporation, and the Company (the "Merger
Agreement"), we are of the opinion that when the shares of Class A Common Stock
and the shares of Company Common Stock to be issued to the stockholders of
Atlantic pursuant to the Merger Agreement (the "Shares") have been issued in
accordance with the Merger Agreement, and when the steps mentioned in the next
paragraph have been taken, the Shares will be legally issued, fully paid and
nonassessable.
The steps to be taken which are referred to in the next preceding
paragraph consist of the following:
1) Appropriate definitive action by the Board of Directors of
the Company;
2) Filing of the certificates or articles of merger with with
the Secretary of State of the State of Delaware, the
Secretary of State of the State of New Jersey and the State
Corporation Commission of Virginia as contemplated by the
Registration Statement;
3) Compliance with the Securities Act of 1933, as amended;
4) Compliance with the Public Utility Holding Company Act of
1935, as amended, and the Federal Power Act, as amended; and
5) Issuance of the Shares in accordance with the corporate and
governmental authorizations aforesaid.
We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the law of the State
of New York, the federal law of the United States and the Delaware General
Corporation Law.
<PAGE> 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference of this firm appearing in the
Registration Statement under the caption "Legal Matters".
Very truly yours,
/s/ SIMPSON THACHER & BARTLETT
