AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 2000
REGISTRATION NO. 333-____________________
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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KEYSPAN CORPORATION
Exact name of issuer as specified in its charter)
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NEW YORK
(State or other jurisdiction of incorporation or organization)
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11-3431358
(I.R.S. Employer Identification No.)
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ONE METROTECH CENTER 175 EAST OLD COUNTRY ROAD
BROOKLYN, NEW YORK 11201 HICKSVILLE, NEW YORK 11801
(718)403-1000 (516)755-6650
(Address of Principal Executive Offices)
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KEYSPAN ENERGY 401K PLAN FOR MANAGEMENT EMPLOYEES
KEYSPAN ENERGY 401K PLAN FOR UNION EMPLOYEES
(Full Title of the Plan)
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STEVEN L. ZELKOWITZ, ESQ.
SENIOR VICE-PRESIDENT AND GENERAL COUNSEL
KEYSPAN CORPORATION
ONE METROTECH CENTER
BROOKLYN, NEW YORK 11201
(718) 403-5038
(Name, address and telephone number of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Title of Amount to Proposed Maximum Proposed Maximum Amount of
Securities to be Offering Price Aggregate Offering Registration
be Registered Registered Per Share Price Per Share Fee (1)
================== ================= ================ ======================= ===================
<S> <C> <C> <C> <C>
Common Stock 6,200,000 $31.71875 $196,656,250 $51,917
$0.01 par value.
================== ================= ================ ====================== ===================
</TABLE>
(1) COMPUTED PURSUANT TO RULE 457 (C) AND (H)(1) BASED ON THE AVERAGE OF THE
HIGH AND LOW PRICES ON JUNE 27, 2000, AS REPORTED BY THE NEW YORK STOCK
EXCHANGE.
============================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the Plans pursuant to Rule 428(b).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of KeySpan Corporation, (the "Corporation"),
filed with the Securities and Exchange Commission are incorporated herein by
reference:
(1) The Corporation's Form 10-K for the fiscal year ended December
31, 1999, which contains audited financial statements for the Corporation's
latest fiscal year.
(2) All other reports filed by the Corporation pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"),
since the end of the fiscal year ended December 31, 1999.
(3) The description of the Corporation's common stock contained in
the Corporation's Registration Statement on Form 8-A filed May 26, 1998 pursuant
to Section 12(b) of the Exchange Act.
(4) All reports and other documents subsequently filed by the
Corporation pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Steven L. Zelkowitz, Esq. is the Senior Vice President and General Counsel of
the Corporation. He has beneficial ownership of shares of the Corporation's
common stock with an aggregate value in excess of $50,000.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 721-726 of Article 7 of the New York Business Corporation
Law (the "BCL") provide for the indemnification and advancement of expenses to
officers and directors. Section 721 provides that indemnification and
advancement of expenses pursuant to the BCL are not exclusive of any other
rights an officer or director may be entitled to, provided that no
indemnification may 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 action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled. Section 722 provides that a
corporation may indemnify an officer or director, in the case of third party
actions, against judgments, fines, amounts paid in settlement and reasonable
expenses and, in the case of derivative actions, against amounts paid in
settlement and reasonable expenses, provided that the director or officer acted
in good faith, for a purpose which he reasonably believed to be in the best
interests of the corporation and, in the case of criminal
<PAGE>
actions, had no reasonable cause to believe his conduct was unlawful. In
addition, statutory indemnification may not be provided in derivative actions
(i) which are settled or otherwise disposed of or (ii) in which the director or
officer is adjudged liable to the corporation, unless and only to the extent a
court determines that the person is fairly and reasonably entitled to indemnity.
Section 723 provides that statutory indemnification is mandatory where the
director or officer has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding. Section 723 also provides
that expenses of defending a civil or criminal action or proceeding may be
advanced by the corporation upon receipt of an undertaking to repay them if and
to the extent the recipient is ultimately found not to be entitled to
indemnification. Section 725 provides for repayment of such expenses when the
recipient is ultimately found not to be entitled to indemnification. Section 726
provides that a corporation may obtain indemnification insurance indemnifying
itself and its directors and officers. The Corporation has in effect insurance
policies providing both directors and officers liability coverage and corporate
reimbursement coverage.
Section 402(b) of the BCL provides that a corporation may include in
its certificate of incorporation a provision limiting or eliminating, with
certain exceptions, the personal liability of directors to a corporation or its
shareholders for damages for any breach of duty in such capacity. The
Corporation's Certificate of Incorporation eliminates personal liability of
directors to the extent permitted by New York law.
The Corporation's Certificate of Incorporation provides generally
that the Corporation shall, except to the extent expressly prohibited by the
BCL, indemnify each of its officers and directors made or threatened to be made
a party to any action, suit or proceeding, or appeal thereof, whether civil,
criminal, administrative or investigative by reason of the fact that such person
is or was a director or officer of the Corporation against all expense,
liability and loss (including, but not limited to, all attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by such person in connection
therewith. The Corporation's Certificate of Incorporation further provides for
advancement and reimbursement of such expenses incurred by an officer or
director in defending any action or proceeding in advance of the final
disposition thereof upon receipt of an undertaking by such person to repay such
amount if, and to the extent that, such person is ultimately found not to be
entitled to indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The "Exhibit Index" on page E-1 is hereby incorporated by reference.
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 of 1933 (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;
(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 paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if 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 this
Registration Statement.
<PAGE>
(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) The undersigned Registrant hereby undertakes that, for
the 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 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) 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 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.
(d) The undersigned Registrant hereby undertakes to submit
the Plans and any amendments thereto to the Internal
Revenue Service ("IRS") in a timely manner and will
make all changes required by the IRS in order to
qualify the plans under Sections 401(a), 401(k) and
501(a) of the Internal Revenue Code, as amended.
<PAGE>
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 June 29, 2000.
KEYSPAN CORPORATION
(Registrant)
By: /s/Gerald Luterman
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Gerald Luterman
Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on June 29, 2000.
Signatures and Titles: Date:
* June 29, 2000
---------------------------------
Robert B. Catell
Chief Executive Officer and Director
(Principal Executive Officer)
/s/Gerald Luterman June 29, 2000
---------------------------------
Gerald Luterman
Chief Financial Officer and Senior Vice-President
(Principal Financial Officer)
/s/Ronald S. Jendras June 29, 2000
---------------------------------
Ronald S. Jendras
Vice President, Controller and Chief Accounting
Officer
(Principal Accounting Officer)
* June 29, 2000
---------------------------------
Lilyan H. Affinito
Director
* June 29, 2000
---------------------------------
George Bugliarello
Director
* June 29, 2000
---------------------------------
Richard N. Daniel
Director
* June 29, 2000
---------------------------------
Donald H. Elliott
Director
* June 29, 2000
----------------------------------
Alan H. Fishman
Director
* June 29, 2000
----------------------------------
James R. Jones
Director
* June 29, 2000
----------------------------------
Stephen W. McKessy
Director
* June 29, 2000
----------------------------------
Edward D. Miller
Director
* June 29, 2000
----------------------------------
Basil A. Paterson
Director
* June 29, 2000
----------------------------------
James Q. Riordan
Director
* June 29, 2000
----------------------------------
Vincent Tese
Director
/s/ Ronald S. Jendras June 29, 2000
-----------------------------------
Ronald S. Jendras, as Attorney-in-Fact
Vice President, Controller and Chief Accounting
Officer
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* Such signature has been affixed pursuant to a power of attorney filed as an
exhibit hereto.
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
*5 Opinion of Steven L. Zelkowitz, Esq., Senior Vice
President and General Counsel of the Corporation re:
legality of Common Stock being registered
*23.1 Consent of Steven L. Zelkowitz, Esq., Senior Vice
President and General Counsel of the Corporation
(included in Exhibit 5)
*23.2 Consent of Arthur Andersen LLP
*23.3 Consent of Ernst & Young LLP
*24 Power of Attorney made by Lilyan H. Affinito dated June
29, 2000 which is substantially the same as Powers of
Attorney made by George Bugliarello dated June 29,
2000; Robert B. Catell dated June 29, 2000; Richard N.
Daniel dated June 29, 2000; Donald H. Elliott dated
June 29, 2000; Alan H. Fishman dated June 29, 2000;
James R. Jones dated June 29, 2000; Stephen W. McKessy
dated June 29, 2000; Edward D. Miller dated June 29,
2000; Basil A. Paterson dated June 29, 2000; James Q.
Riordan dated June 29, 2000; and Vincent Tese dated;
with Resolution authorizing signatures.
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*Filed Herewith
