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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 2000
REGISTRATION NO. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CONECTIV
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 51-0377417
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
800 KING STREET
WILMINGTON, DE 19899
ATTN: JOHN C. VAN RODEN, JR.
(302) 429-3116
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(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
SAVINGS & INVESTMENT PLAN
------------------------
(FULL TITLE OF THE PLAN)
JOHN C. VAN RODEN, JR.
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
CONECTIV
800 KING STREET
WILMINGTON, DE 19899
(302) 429-3116
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(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------- ------------------------ ----------------------- ------------------------ -----------------------
Title of each class of Proposed maximum Proposed maximum
securities to Amount to be offering price aggregate offering Amount of
be registered (1) registered per share (2) price (3) registration fee
-------------------------- ------------------------ ----------------------- ------------------------ -----------------------
<S> <C> <C> <C> <C>
Common Stock, par value 300,000 shares $19.00 $5,700,000 $1,505
$0.01 per share
-------------------------- ------------------------ ----------------------- ------------------------ -----------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Securities Act"), this Registration Statement also
covers an indeterminate amount of interests to be offered or sold
pursuant to the Conectiv Savings & Investment Plan.
(2) Estimated solely for purposes of calculating the registration fee and
pursuant to Rule 457(c) of the Securities Act based on the average of
the high and low sale price of the Common Stock on the New York Stock
Exchange Composite Transactions on November 27, 2000.
(3) The proposed maximum aggregate offering price listed above has been
determined pursuant to Rule 457(g) under the Securities Act, as
amended, and represents the number of shares offered multiplied by a
per share price of $19.00, the average price of Conectiv Common Stock
on the New York Stock Exchange Composite Transactions on November 27,
2000.
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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 Savings &
Investment Plan as specified by Rule 428(b)(1) under 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.
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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 Director - Investor Relations, Conectiv, 800 King Street,
Wilmington, DE 19899, (Tel.) 302-429-3934.
The following documents, previously filed with the Securities and
Exchange Commission are hereby incorporated by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
2. The Company's Quarterly Reports on Form 10-Q for the periods ended
March 31, June 30 and September 30, 2000.
3. The Company's Current Reports on Form 8-K filed on June 15, July 10
and October 20, 2000.
4. The description of the Company's Common Stock contained in the Joint
Proxy Statement of Delmarva Power & Light Company and Atlantic Energy, Inc. /
Prospectus of Conectiv, Inc. (Incorporated by reference to the filing on Form
S-4 (File No. 333-18843) dated December 26, 1996).
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.
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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. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements and related schedules
incorporated by reference in this Registration Statement from the Conectiv
Annual Report on Form 10-K for the fiscal year ended December 31, 1999, have
been included herein and in the registration statement in reliance upon the
report of PricewaterhouseCoopers LLP, independent accountants.
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Peter F. Clark, Vice President and General
Counsel for the Company.
As of November 27, 2000, 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 4,335 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 $137,199.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, inter alia,
generally empowers a Delaware Corporation to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that such person is
or was a director, officer, employee or agent of another corporation or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such person against expense (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of any such
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgement in its favor if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person shall not have been
adjudged liable to the corporation. Any such indemnification may be made only as
authorized in each specific case upon a determination that indemnification is
proper under the circumstances. Such determination shall be made, with respect
to a person who is a director or officer, at the time of such determination by
the shareholders or disinterested directors or by independent legal counsel in a
written opinion that indemnification is proper because the indemnitee has met
the applicable standard of conduct.
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Section 145 further authorized a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him, and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.
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 action, suit or proceeding, whether civil, criminal or investigative 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 on page II-7.
ITEM 9. UNDERTAKINGS.
*(a) 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;
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(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 242(b) if, in the aggregate, the
changes in volume and price represent no more than 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;
(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; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
*(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
*(h) 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 foregoing provisions, 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.
* Paragraph references correspond to those of Regulation S-K, Item 512.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 and the State of Delaware, on this 30th
day of November, 2000.
CONECTIV
By: /s/ J.C. van Roden, Jr.
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Name: J.C. van Roden, Jr.
Title: Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following person in the capacities and on the
date indicated below.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ H.E. Cosgrove Chairman of the Board, November 30, 2000
----------------------------- President, Chief Executive Officer
H.E. Cosgrove and Director (Principal Executive Officer)
/s/ J.C. van Roden, Jr. Senior Vice President and November 30, 2000
----------------------------- Chief Financial Officer
J.C. van Roden, Jr. (Principal Financial Officer)
/s/ J.P. Lavin Controller November 30, 2000
----------------------------- (Principal Accounting Officer)
J.P. Lavin
/s/ R.F. Balotti Director November 30, 2000
-----------------------------
R.F. Balotti
* Director November 30, 2000
-----------------------------
S.I. Gore
* Director November 30, 2000
-----------------------------
R.B. McGlynn
* Director November 30, 2000
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B.J. Morgan
</TABLE>
* By J.C. van Roden, Jr., attorney-in-fact
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
5 Opinion of Peter F. Clark, Esq., as to the legality of the
securities being registered hereunder.
23(a) Consent of Peter F. Clark, Esq. (included in Exhibit 5).
23(b) Consent of PricewaterhouseCoopers, LLP, independent accountants.
</TABLE>
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