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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 1, 2000
REGISTRATION NO. 333-
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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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ENERGY EAST CORPORATION
(Exact name of Registrant as specified in its charter)
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<S> <C>
NEW YORK 14-1798693
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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P.O. BOX 12904
ALBANY, NY 12212-2904
(Address of principal executive offices)
CONNECTICUT NATURAL GAS CORPORATION
EMPLOYEE SAVINGS PLAN
UNION EMPLOYEE SAVINGS PLAN
(Full title of plans)
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KENNETH M. JASINSKI
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
ENERGY EAST CORPORATION
P.O. BOX 12904
ALBANY, NY 12212-2904
(Name and address of agent for service)
(518) 434-3049
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED TO BE REGISTERED PER SHARE* PRICE* REGISTRATION FEE
Common Stock ($0.01 Par Value).......... 1,350,000 Shares $21.43675 $28,939,613 $7,641
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h).
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 plans described herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows us to "incorporate by
reference" information into this Registration Statement, which means that we can
disclose important information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference is deemed to
be part of this Registration Statement. The information filed with the SEC in
the future will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, until we file a post-effective amendment to this
Registration Statement which indicates that all of the securities have been sold
or which deregisters all securities then remaining unsold.
1) Our Annual Report on Form 10-K for the year ended December 31, 1999.
2) Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000
and June 30, 2000.
3) Our Current Reports on Form 8-K filed January 31, 2000, February 8,
2000, February 18, 2000 and September 1, 2000.
4) Financial Statements and Schedules as of December 31, 1999 and 1998,
together with Report of Independent Public Accountants, for the
respective Plans, filed as part of Amendment No. 1, dated June 26, 2000,
to the Annual Report on Form 10-K of CTG Resources, Inc. for the year
ended September 30, 1999.
ITEM 4. DESCRIPTION OF SECURITIES
The following statements with respect to our common stock, par value
$0.01 per share, and preferred stock, par value $0.01 per share, are summaries
of certain provisions of our Restated Certificate of Incorporation, as amended
("Charter"), setting forth the designations, preferences, privileges and voting
powers of such stock and their restrictions or qualifications. These statements
are summaries and we refer to the Charter for the full provisions.
GENERAL. Our Charter provides that, to the extent permitted by the Business
Corporation Law of the State of New York ("BCL") and our Charter, our Board of
Directors is authorized, at any time or from time to time, to establish and
designate one or more series of our preferred stock and to fix the number of
shares and the relative rights, preferences and limitations of each such series.
DIVIDENDS. Subject to any prior rights of our preferred stock, if any
should become outstanding, dividends on our common stock will be paid if, when
and as determined by our Board of Directors from time to time out of funds
legally available for that purpose.
VOTING RIGHTS. Holders of our common stock are entitled to one vote for
each share held by them on all matters submitted to the stockholders and are
entitled to cumulative voting in the election of directors. Our Charter provides
for the adoption of a plan of merger or consolidation by the affirmative vote of
the stockholders entitled to cast a majority of the votes entitled to be cast.
Our Charter and By-Laws require the affirmative vote of the stockholders
entitled to cast two-thirds of the votes entitled to be cast in order for
stockholders to alter, amend, repeal, or adopt any provision inconsistent with,
certain specified provisions of our By-Laws. Our Board of Directors is divided
into three classes serving staggered three year terms.
LIQUIDATION. In the event of any liquidation, dissolution or winding up,
either voluntary or involuntary, after payment or provision for payment shall
have been made of the amounts to which the holders of our preferred stock shall
be entitled under the provisions of any series of our preferred stock
established by
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the Board of Directors, the holders of our common stock will be entitled, to the
exclusion of the holders of our preferred stock of any series, to share ratably,
according to the number of shares held by them, in all remaining assets of ours
available for distribution.
PREEMPTIVE AND OTHER RIGHTS. The holders of our capital stock are not
entitled to any preemptive rights to subscribe for or purchase any part of any
issue, sale or offering of any shares of our capital stock of any class or
series, now or hereafter authorized, or of any options, warrants or rights to
subscribe for or purchase any such shares, or of any securities convertible
into, exchangeable for, or carrying options, warrants or rights to subscribe for
or purchase, any such shares, regardless of whether such issue, sale or offering
is for cash, property, services or otherwise. Our common stock is not subject to
redemption or to any further calls or assessments and is not entitled to the
benefit of any sinking fund provisions. The shares of our common stock to be
issued in connection with the Plans when issued will be fully paid and
non-assessable.
LISTING. Our common stock is listed on the New York Stock Exchange.
TRANSFER AGENT AND REGISTRAR. The Transfer Agent and Registrar for our
common stock is ChaseMellon Shareholder Services, L.L.C., P.O. Box 3315, South
Hackensack, New Jersey 07606-1915.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The BCL provides that if a derivative action is brought against a director
or officer, we may indemnify him against amounts paid in settlement and
reasonable expenses, including attorney's fees, incurred by him in connection
with the defense or settlement of such action, if such director or officer acted
in good faith for a purpose which he reasonably believed to be in our best
interests, except that no indemnification shall be made without court approval
in respect of a threatened action, or a pending action settled or otherwise
disposed of, or in respect of any matter as to which such director or officer
has been found liable to us. In a nonderivative action or threatened action, the
BCL provides that we may indemnify a director or officer against judgments,
fines, amounts paid in settlement and reasonable expenses, including attorneys'
fees incurred by him in defending such action if such director or officer acted
in good faith for a purpose which he reasonably believed to be in our best
interests.
Under the BCL, a director or officer who is successful, either in a
derivative or nonderivative action, is entitled to indemnification as outlined
above. Under any other circumstances, such director or officer may be
indemnified only if certain conditions specified in the BCL are met. The
indemnification provisions of the BCL are not exclusive of any other rights to
which a director or officer seeking indemnification may be entitled pursuant to
the provisions of the certificate of incorporation or the by-laws of a
corporation or, when authorized by such certificate of incorporation or by-laws,
pursuant to a shareholders' resolution, a directors' resolution or an agreement
providing for such indemnification.
The above is a general summary of certain provisions of the BCL and is
subject, in all cases, to the specific and detailed provisions of Sections
721-725 of the BCL.
Our By-Laws provide that to the extent not prohibited by law, we shall
indemnify each person made, or threatened to be made, a party to any civil or
criminal action or proceedings by reason of the fact that he, or his testator or
intestate, (i) is or was a director or officer of ours or (ii) is or was serving
any other corporations of any type or kind, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan or other enterprise, in
any capacity at our request.
Our By-Laws also provide, among other things, that:
(1) no indemnification shall be made to or on behalf of any director or
officer, if a judgment or other final adjudication adverse to the
director or officer establishes that his acts were committed in bad faith
or were the result of active and deliberate dishonesty and were material
to the cause of
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action so adjudicated, or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled;
(2) the rights to indemnification and advancement of defense expenses
granted by or pursuant to the By-Laws shall not limit or exclude, but
shall be in addition to, any other rights which may be granted by or
pursuant to any statute, certificate of incorporation, by-law, resolution
or agreement; and
(3) we may, with the approval of the Board of Directors, enter into an
agreement with any person who is, or is about to become, a director or
officer of ours, or who is serving, or is about to serve, at our request,
as a director, officer, or in any other capacity, any other corporation
of any type or kind, domestic or foreign, or any partnership, joint
venture, trust, employee benefit plan or other enterprise, which
agreement may provide for indemnification of such person and advancement
of defense expenses to such person upon such terms, and to the extent,
not prohibited by law.
We have insurance policies indemnifying our directors and officers against
certain obligations that may be incurred by them, subject to certain retention
and co-insurance provisions.
ITEM 8. EXHIBITS
See Exhibit Index.
The Registrant undertakes to submit, or has submitted, the Plans and any
amendments thereto to the Internal Revenue Service ("IRS") in a timely manner
and has made or will make all changes required by the IRS in order to qualify
the Plans under Section 401 of the Internal Revenue Code of 1986.
ITEM 9. UNDERTAKINGS
A. UNDERTAKING TO UPDATE ANNUALLY
The Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made of
the securities registered hereby, 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 this 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 this 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 Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% 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 this Registration
Statement or any material change to such information in this
Registration Statement;
PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (i) and
(ii) do not apply if this 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 with or furnished to the Securities and Exchange Commission
by the Registrant pursuant to
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Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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
of the securities being registered which remain unsold at the termination
of the offering.
B. INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE
The 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 Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this 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.
C. INDEMNIFICATION
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 of the Registrant's By-Laws, the BCL 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.
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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 the City of New York, State of New York, on September 1, 2000.
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ENERGY EAST CORPORATION
By: /s/ FRANK LEE
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Frank Lee
ATTORNEY-IN-FACT
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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 September 1, 2000.
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SIGNATURE TITLE
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Principal Executive, Financial and Accounting
Officer:
*
--------------------------------------------- Chairman and Director
Wesley W. von Schack
Directors:
*
--------------------------------------------- Director
Richard Aurelio
*
--------------------------------------------- Director
James A. Carrigg
*
--------------------------------------------- Director
Alison P. Casarett
*
--------------------------------------------- Director
Joseph J. Castiglia
*
--------------------------------------------- Director
Lois B. DeFleur
--------------------------------------------- President and Director
David T. Flanagan
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SIGNATURE TITLE
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*
--------------------------------------------- Director
Paul L. Gioia
--------------------------------------------- Director
David M. Jagger
*
--------------------------------------------- Director
John M. Keeler
*
--------------------------------------------- Director
Ben E. Lynch
--------------------------------------------- Director
Peter J. Moynihan
*
--------------------------------------------- Director
Walter G. Rich
--------------------------------------------- Director
Michael W. Tomasso
/s/ FRANK LEE
---------------------------------------------
(Frank Lee, as attorney-in-fact for the officers and
directors marked by an asterisk)
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Pursuant to the requirements of the Securities Act of 1933, the Plans have
duly caused this Registration Statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on September 1, 2000.
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<S> <C> <C> <C>
CONNECTICUT NATURAL GAS CORPORATION CONNECTICUT NATURAL GAS CORPORATION
EMPLOYEE SAVINGS PLAN UNION EMPLOYEE SAVINGS PLAN
By: /s/ FRANK LEE By: /s/ FRANK LEE
---------------------------------------- ----------------------------------------
Frank Lee Frank Lee
(ATTORNEY-IN-FACT) (ATTORNEY-IN-FACT)
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EXHIBIT INDEX
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EXHIBIT NO.
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23-1 Consent of PricewaterhouseCoopers LLP.
23-2 Consent of Arthur Andersen LLP.
24-1 Power of Attorney of Directors and Officers.
24-2 Power of Attorney of Registrant.
24-3 Power of Attorney for the Connecticut Natural Gas
Corporation Employee Savings Plan and the Connecticut
Natural Gas Corporation Union Employee Savings Plan.
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