AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 13, 2000
REGISTRATION NO. 333-53765
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO
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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EMPLOYEE DISCOUNT STOCK PURCHASE PLAN
(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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This Post Effective Amendment No. 1 to Form S-8 Registration Statement
(333-53765) is being filed to amend the current Employee Discount Stock Purchase
Plan.
The registration fee was paid at the time of the original filing of the
Form S-8 Registration Statement.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1). Such
documents need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in the
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
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) The Corporation's Form 8-K dated March 30,1999, which contains
the Right Agreement between the Corporation and the Rights Agent.
(5) 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.
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Steven L. Zelkowitz, Esq. is the Senior Vice President and General Counsel
of the Corporation. He is the beneficial owner of or has the option to acquire
approximately 277,500 shares of our common stock.
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 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
<PAGE>
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.
(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.
<PAGE>
(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.
<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 December 12, 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 December 12, 2000.
Signatures and Titles: Date:
* December 12, 2000
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Robert B. Catell
Chief Executive Officer and Director
(Principal Executive Officer)
/s/Gerald Luterman December 12, 2000
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Gerald Luterman
Chief Financial Officer and Senior
Vice-President
(Principal Financial Officer)
/s/Ronald S. Jendras December 12, 2000
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Ronald S. Jendras
Vice President, Controller and Chief
Accounting Officer
(Principal Accounting Officer)
<PAGE>
* December 12, 2000
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Lilyan H. Affinito
Director
* December 12, 2000
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George Bugliarello
Director
* December 12, 2000
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Richard N. Daniel
Director
* December 12, 2000
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Donald H. Elliott
Director
* December 12, 2000
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Alan H. Fishman
Director
* December 12, 2000
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James R. Jones
Director
* December 12, 2000
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Stephen W. McKessy
Director
* December 12, 2000
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Edward D. Miller
Director
* December 12, 2000
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Basil A. Paterson
Director
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* December 12, 2000
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James Q. Riordan
Director
* December 12, 2000
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Vincent Tese
Director
/s/ Ronald S. Jendras December 12, 2000
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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-a Power of Attorney made by Lilyan H. Affinito dated November
28, 2000 which is substantially the same as Powers of
Attorney made by George Bugliarello dated November 30, 2000;
Robert B. Catell dated November 28, 2000; Richard N. Daniel
dated November 28, 2000; Donald H. Elliott dated November
28, 2000; Alan H. Fishman dated November 28, 2000; James R.
Jones dated November 28, 2000; Stephen W. McKessy dated
November 28, 2000; Edward D. Miller dated November 30, 2000;
Basil A. Paterson dated November 29, 2000; James Q. Riordan
dated December 4, 2000; and Vincent Tese dated November 29,
2000.
*24-b Certified copy of Resolution of the Board of Directors
authorizing signatures pursuant to Powers of Attorney and
the filing of the Registration Statement.
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*Filed herewith
