As filed with the Securities and Exchange Commission on March 3, 2000
Registration No.333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
FORM S-8
Registration Statement
Under
The Securities Act of 1933
------------------------------------
RGC RESOURCES, INC.
(Exact name of registrant as specified in its charter)
(successor to Roanoke Gas Company)
Virginia 54-1909697
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
519 Kimball Avenue, N.E.
Roanoke, Virginia 24016
(540) 777-4427
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
------------------------------------
RGC RESOURCES, INC.
KEY EMPLOYEE STOCK OPTION PLAN
(full title of the Plan)
------------------------------------
JOHN B. WILLIAMSON, III
President and Chief Executive Officer RGC
RESOURCES, INC.
519 Kimball Avenue, N.E.
Roanoke, Virginia 24016
(540) 777-4427
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
------------------------------------
Copy to:
NICHOLAS C. CONTE, ESQ.
NICOLE C. DANIEL, ESQ.
WOODS, ROGERS & HAZLEGROVE, P.L.C.
First Union Tower, Suite 1400
10 South Jefferson Street
Roanoke, Virginia 24011
(540) 983-7537
<PAGE>
<TABLE>
<CAPTION>
==================================================================================================================
Calculation of Registration Fee
- ------------------------------------------------------------------------------------------------------------------
Title of Securities to Proposed Maximum Proposed Maximum Amount of
be Registered Amount to be Offering Price per Aggregate Offering Registration
Registered(1) Share(2) Price Fee
<S> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
Common Stock, $5 par value 50,000 shares $21.063 $1,053,150 $278.03
==================================================================================================================
(1) Subject to being increased pursuant to antidilution provisions of the
Key Employee Stock Option Plan to reflect automatically when
applicable, any subsequent stock split, stock dividend or similar
event.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
the proposed maximum offering price per share, the proposed aggregate
offering price, and the amount of the registration fee have been
calculated based on the average of the high and low prices of Company
common stock reported on the Nasdaq Stock Market on February 28, 2000.
</TABLE>
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to the registration of
50,000 additional shares of common stock, par value of $5.00 per share of RGC
Resources, Inc., for which a Registration Statement on Form S-8 (Registration
No. 333-02455) relating to the RGC Resources Key Employee Stock Option Plan is
effective. Pursuant to General Instruction E for registration statements on Form
S-8, the contents of Form S-8, Registration No. 333-02455 are incorporated
herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE.
Not required to be filed with this Registration Statement pursuant to
General Instruction E for registration statements on Form S-8.
ITEM 4: DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5: INTEREST OF NAMED EXPERTS AND COUNSEL.
Not required to be filed with this Registration Statement pursuant to
General Instruction E for registration statements on Form S-8.
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY.
Not required to be filed with this Registration Statement pursuant to
General Instruction E for registration statements on Form S-8.
ITEM 7: EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 8: EXHIBITS.
Exhibit No. Description
4(a) Specimen copy of certificate for RGC Resources, Inc.
common stock, $5.00 par value (incorporated herein by
reference to Exhibit 4(a) of the Registration
Statement on Form S-4 (No. 333-67311))
4(b) Article I of the Bylaws of RGC Resources, Inc.
(incorporated herein by reference to Exhibit 3(b) of
the Registration Statement on Form S-4 (No.
333-67311))
4(c) Amended and Restated Key Employee Stock Option Plan of
RGC Resources, Inc.
<PAGE>
5 Opinion of Woods, Rogers & Hazlegrove, P.L.C. with
respect to legality of securities registered
23(a) Consent of Woods, Rogers & Hazlegrove, P.L.C.
(included in Exhibit (5))
23(b) Consent of Deloitte & Touche LLP
23(c) Consent of KPMG LLP
ITEM 9: UNDERTAKINGS.
Not required to be filed with this Registration
Statement pursuant to General Instruction E for
registration statements on Form S-8.
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 Roanoke, Commonwealth of Virginia, on March 3, 2000.
RGC RESOURCES, INC.
By: s/John B. Williamson, III
John B. Williamson, III
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-effective Amendment to the Registration Statement has been signed by the
following persons in the capacities indicated as of March 3, 2000.
Signature Title
s/John B. Williamson, III President, Chief Executive
(John B. Williamson, III) Officer and Director (Chief
Executive Officer)
s/Roger L. Baumgardner Vice President, Secretary
(Roger L. Baumgardner) and Treasurer (Principal
Accounting Officer)
s/Lynn D. Avis Director
(Lynn D. Avis)
<PAGE>
s/Abney S. Boxley, III Director
(Abney S. Boxley, III)
s/Frank T. Ellett Director
(Frank T. Ellett)
s/Frank A. Farmer, Jr. Director
(Frank A. Farmer, Jr.)
s/J. Allen Layman Director
(J. Allen Layman)
s/Thomas L. Robertson Director
(Thomas L. Robertson)
s/S. Frank Smith Director
(S. Frank Smith)
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4(a) Specimen copy of certificate for RGC Resources, Inc.
common stock, $5.00 par value (incorporated herein by
reference to Exhibit 4(a) of the Registration
Statement on Form S-4 (No. 333-67311))
4(b) Article I of the Bylaws of RGC Resources, Inc.
(incorporated herein by reference to Exhibit 3(b) of
the Registration Statement on Form S-4 (No.
333-67311))
4(c) Amended and Restated Key Employee Stock Option Plan of
RGC Resources, Inc.
5 Opinion of Woods, Rogers & Hazlegrove, P.L.C. with
respect to legality of securities registered
23(a) Consent of Woods, Rogers & Hazlegrove, P.L.C.
(included in Exhibit (5))
23(b) Consent of Deloitte & Touche LLP
23(c) Consent of KPMG LLP
Exhibit 4(c)
AMENDED AND RESTATED
KEY EMPLOYEE STOCK OPTION PLAN
OF RGC RESOURCES, INC.
1. ASSUMPTION OF PLAN BY RGC RESOURCES, INC.; PLAN AMENDMENT; PURPOSE
This Amended and Restated Key Employee Stock Option Plan of RGC
Resources, Inc. (as successor to Roanoke Gas Company) (the "Plan") amends and
restates the Roanoke Gas Company Key Employee Stock Option Plan (the "Original
Plan"), which was adopted by the Board of Directors of Roanoke Gas Company
("Roanoke Gas") on October 30, 1995, and became effective as of such date upon
approval of the Original Plan by the shareholders of Roanoke Gas Company on
January 22, 1996. The amendment and restatement of the Original Plan and the
assumption of such liabilities were undertaken by RGC Resources, Inc. (the
"Corporation"), as successor to Roanoke Gas, in connection with the
reorganization of Roanoke Gas into a holding company structure (the
"Reorganization") as part of which Roanoke Gas became a wholly-owned subsidiary
of RGC Resources as of 10:00 p.m. on July 1, 1999. The Reorganization was
effected pursuant to an Amended and Restated Agreement and Plan and Merger,
dated as of May 24, 1999, which amended and restated the Agreement and Plan of
Merger dated as of September 28, 1998 (the "Merger Agreement"), which was
approved by the stockholders of Roanoke Gas on March 31, 1999, and pursuant to
which Roanoke Gas and RGC Resources agreed that from and after the effective
date of the Merger provided for therein, this Plan would utilize RGC Resources
common stock instead of Roanoke Gas common stock. Accordingly, RGC Resources
assumed the obligations of Roanoke Gas under the Original Plan, including
without limitation obligations with respect to Options granted pursuant to the
Original Plan, and undertook to carry out all responsibilities of the Company
specified herein. Roanoke Gas consented and agreed to the assumption by RGC
Resources of the Roanoke Gas' responsibilities under this Plan.
At the Annual Meeting held on January 24, 2000, the stockholders
approved an amendment to the Plan to increase the number of shares available
under the Plan to 100,000.
The purpose of this Plan is to promote the interests of the Corporation
and its shareholders by aiding in attracting, retaining and motivating officers
and other key employees of the Corporation and its affiliates. The Plan is
designed to accomplish these objectives by providing such officers and key
employees with an opportunity to acquire a proprietary interest in the
Corporation by means of options and thereby benefit from appreciation in value
of the shares of the Corporation's Common Stock. This opportunity should provide
additional incentives for such officers and key employees to continue to use
their best efforts and superior performances to promote the best interests of
the Corporation, for their own benefit and for the benefit of the shareholders.
2. DEFINITIONS:
The following words and phrases as used herein shall have the meanings
set forth below:
2.1 "Board" shall mean the Board of Directors of the Corporation.
<PAGE>
2.2 "Change in Control" shall mean a change in control of a nature that
would be required to be reported (assuming such event has not been "previously
reported") in response to Item 1(a) of the Current Report on Form 8-K, as in
effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended ("Exchange Act"); provided that,
notwithstanding the foregoing and without limitation, such a change in control
shall be deemed to have occurred at such time as (i) any Person is or becomes
the "beneficial owner" (as defined in Rule 13d-3 or Rule 13d-5 under the
Exchange Act as in effect on the date hereof), directly or indirectly, of 20% or
more of the combined voting power of the Corporation's voting securities; (ii)
the incumbent Board ceases for any reason to constitute at least the majority of
the Board, provided that any person becoming a director subsequent to the date
hereof whose election, or nomination for election by the Corporation's
shareholders, was approved by a vote of at least 75% of the directors comprising
the incumbent Board (either by a specific vote or by approval of the proxy
statement of the Corporation in which such person is named as a nominee for
director, without objection to such nomination) shall be, for purposes of this
clause (ii) considered as though such person were a member of the incumbent
Board; (iii) all or substantially all of the assets of the Corporation are sold,
transferred or conveyed by any means, including but not limited to, direct
purchase or merger, if the transferee is not controlled by the Corporation,
control meaning the ownership of more than 50% of the combined voting power of
such entity's voting securities; or (iv) the Corporation is merged or
consolidated with another corporation or entity and as a result of such merger
or consolidation less than 75% of the outstanding voting securities of the
surviving or resulting corporation or entity shall be owned in the aggregate by
the former shareholders of the Corporation. Notwithstanding anything in the
foregoing to the contrary, no change in control shall be deemed to have occurred
for purposes of this Agreement by virtue of any transaction (i) which results in
the Optionee or a group of Persons which includes the Optionee, acquiring,
directly or indirectly, 20% or more of the combined voting power of the
Corporation's voting securities; or (ii) which results in the Corporation, any
affiliate of the Corporation or any profit-sharing plan, employee stock
ownership plan or employee benefit plan of the Corporation or any of its
affiliates (or any trustee of or fiduciary with respect to any such plan acting
in such capacity) acquiring, directly or indirectly, 20% or more of the combined
voting power of the Corporation's voting securities.
2.3 "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
2.4 "Committee" shall mean the Compensation Committee of the Board of
Directors, or such other committee of the Board as may be designated by the
Board from time to time, for the purpose of administering this Plan as
contemplated by Section 3 of this document. The composition of the Committee
shall meet the disinterested administration requirements of Rule 16b-3
promulgated pursuant to the Exchange Act. Should any member of the Committee
cease to be a disinterested person under Rule 16b-3(c)(2)(I) or any subsequent
rule, he shall immediately be deemed not to be a member of the Committee for all
purposes of this Plan.
2.5 "Common Stock" shall mean the common stock of the Corporation.
2
<PAGE>
2.6 "Option" shall mean any stock option granted pursuant to this Plan.
2.7 "Optionee" shall mean any person who is the holder of an Option
granted under this Plan.
2.8 "Person" shall mean person within the meaning of Sections 3(a)(9)
and 13(d)(3) of the Exchange Act.
2.9 "Plan" shall mean this Amended and Restated Key Employee Stock
Option Plan of RGC Resources, Inc.
2.10 "Fair Market Value" shall mean the closing sales price of Common
Stock on a nationally recognized stock exchange or, if not traded on such an
exchange, the NASDAQ National Market System, on the date involved if that is a
trading day, or if not, the first trading day prior to such day. If said Common
Stock is not quoted on the NASDAQ National Market System, then Fair Market Value
shall mean the average between the bid and asked price on the date involved if
that is a trading day, or if not, the first trading day prior to such day. If
there is no such average, the Committee shall determine Fair Market Value in
good faith. In determining such Fair Market Value, the Committee shall utilize
all information which it deems pertinent, including, but not limited to, actual
sale or purchase data, and may engage the services of an accounting firm to
assist in the determination. The Committee shall further determine Fair Market
Value using guidelines promulgated pursuant to the pertinent provisions of the
Code.
3. ADMINISTRATION:
3.1 The Plan shall be administered by the Committee, which may make
such determinations and take such actions in connection with the Plan as it
deems necessary. Such determinations and actions shall be binding and conclusive
for all purposes and upon all persons.
3.2 The Committee may correct any defects, omissions or ambiguities, or
reconcile any inconsistencies, in the Plan, or in any document issued pursuant
to the Plan, in the manner and to the extent it shall deem reasonably desirable.
The Committee shall have full and sole authority to make all administrative,
interpretative and other determinations with respect to the Plan and all such
determinations shall be final and conclusive.
3.3 As provided in Section 6.1 hereof, the Committee shall have full
and sole authority to make all grants to be made hereunder.
3.4 Any other provision of the Plan to the contrary notwithstanding,
the Committee is authorized to take such action as it, in its discretion, may
deem necessary or advisable and fair and equitable with regard to Optionees in
the event of: a Change in Control of the Corporation; a tender, exchange or
similar offer for all or any part of the Common Stock made by an entity, person
or group (other than the Corporation, any affiliate of the Corporation or any
savings, pension or other benefit plan for the benefit of employees of the
Corporation or its affiliates); a
3
<PAGE>
merger of the Corporation into, a consolidation of the Corporation with, or an
acquisition of the Corporation by another corporation; or a sale or transfer of
all or substantially all of the Corporation's assets. Such action, in the
Committee's discretion, may include (but shall not be deemed limited to):
establishing, amending or waiving the forms, terms, conditions or duration of
Options granted hereunder or subject to grant hereunder, so as to provide for
earlier, later, extended or additional terms for exercise of the whole, or any
installment thereof (provided that, except as permitted by the provisions of
this Section and Section 9.1 hereof, in no event will any Option be exercisable
within the first six months of its respective term); alternate forms of payment;
or other modifications. The Committee may take any such actions pursuant to this
Section 3.4 by adopting rules or regulations of general applicability to all
Optionees, or to certain categories of Optionees; by amending or waiving terms
and conditions in stock option agreements; or by taking action with respect to
individual Optionees. The Committee may take any such actions before or after
the public announcement of any such Change in Control, tender offer, exchange
offer, merger, consolidation, acquisition or sale or transfer of assets.
4. SHARES AVAILABLE:
4.1 Subject to the provisions of Sections 4.2 and 4.3 hereof, the
aggregate number of shares of Common Stock to be subject to Options under this
Plan shall not exceed 100,000 shares. Such shares shall be made available from
the authorized but unissued shares of Common Stock of the Corporation.
4.2 Shares subject to an Option, to the extent such shares are
surrendered or withheld to pay the exercise price of the Option, are no longer
available for issuance hereunder. Other shares subject to Options granted under
this Plan, which Options have been canceled or have expired or are unexercised
and no longer outstanding, shall thereupon become available for issuance
pursuant to other Options granted under the Plan. This Section 4.2 shall in all
cases be interpreted in a manner consistent with Rule 16b-3, as amended from
time to time.
4.3 The Committee may, at any time, make or provide for such
adjustments to the Plan, to the number and class of shares available thereunder
or to any outstanding Options as it shall deem appropriate to prevent dilution
or enlargement of the rights of Optionees, including adjustments in the event of
changes in the outstanding Common Stock by reason of stock dividends, stock
splits, distributions to shareholders (other than cash dividends),
recapitalizations, mergers, consolidations, combinations or exchanges of shares,
separations, reorganizations, liquidations and the like. Such adjustments may
include, in the discretion of the Committee, adjustments to the aggregate number
and kind of shares which may be issued pursuant to Options under this Plan, and
the number, kind and price of shares subject to each Option then outstanding.
5. ELIGIBILITY:
5.1 Officers and other full-time, salaried employees of the Corporation
and its affiliates shall be eligible to receive Options under the Plan. No
Option, however, may be
4
<PAGE>
granted to a person who, immediately after an Option is granted, owns directly
or indirectly shares of stock possessing more than 5% of the total combined
voting power or value of all classes of stock of the Corporation at the time
outstanding. For purposes of this paragraph only, an employee shall be deemed to
own directly or indirectly shares of stock which he may purchase under
outstanding Options.
5.2 A director of the Corporation or any of its affiliates who is not
also a regular, full-time employee of the Corporation or its affiliates will not
be eligible for Options under the Plan.
5.3 An employee who has been granted an Option otherwise under the Plan
may be granted additional Options, if the Committee shall so determine.
6. GRANTS:
6.1 Subject to the express provisions of this Plan, the Committee shall
have sole authority to determine the individuals to whom Options shall be
granted, the time or times at which Options shall be granted, the number of
shares of Common Stock to be subject to each Option granted, the period of each
Option and the time or times at or during which an Option may be exercised in
whole or in part, and all such other terms and conditions of such Options
granted as the Committee deems appropriate.
6.2 Each Option granted to an Optionee under this Plan shall, if
required by the Committee, be evidenced by a written agreement to be duly
executed and delivered by or on behalf of the Corporation and the Optionee and
containing provisions not inconsistent with the Plan.
7. OPTION PRICE:
The exercise price under each Option shall be established by the
Committee, but in no event shall it be less than 100% of the Fair Market Value
of the Common Stock on the date the Option is granted.
8. TERM OF OPTIONS:
The term of each Option shall be fixed by the Committee, but, subject
to the power of the Committee, among other things, to accelerate or otherwise
adjust the terms for exercise of Options pursuant to Section 3.4 hereof in the
event of the occurrence of any of the events set forth therein, no Option shall
be exercisable later than ten years from the date of grant of the Option or
earlier than six months from the date of grant of the Option, except as
otherwise provided in Section 9.1.
5
<PAGE>
9. EXERCISE OF OPTIONS:
9.1 Each Option granted under this Plan shall be exercisable in such
number of shares and, subject to the provisions of Section 8, at such time or
times, including periodic installments, as may be determined by the Committee at
the time of the grant. The six months from the date of the grant of the Option
restriction pursuant to Section 8 shall not be applicable to an Optionee in the
event that he dies prior to the expiration of such period. The right to acquire
shares pursuant to Options that are exercisable in installments shall be
cumulative so that when the right to acquire any shares has accrued such shares
or any part thereof may be acquired at any time thereafter until the expiration
or termination of the Option.
9.2 An Option may be exercised by giving written notice of exercise to
the Corporation specifying the number of shares to be purchased and by paying in
full in cash the exercise price. The proceeds received by the Corporation in
cash will be used for general corporate purposes.
9.3 If authorized by the Committee, the exercise price may also be paid
by (i) the delivery of shares of Common Stock with a Fair Market Value equal to
the exercise price, or (ii) a combination of cash and such Common Stock equal to
the exercise price.
9.4 Upon notification of the amount due and prior to, or concurrently
with, the delivery to the Optionee of a certificate representing any shares
purchased pursuant to the exercise of an Option, the Optionee shall promptly pay
to the Corporation any amount necessary to satisfy applicable federal, state or
local tax requirements.
9.5 An Optionee shall have none of the rights of a shareholder with
respect to the shares subject to any Option until such shares have been issued
and registered on the Corporation's transfer books upon exercise thereof.
10. NON-TRANSFERABILITY:
No Option granted under this Plan shall be transferable other than by
will or the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined in the Code, and an Option may be exercised during
the lifetime of the Optionee only by him or by his guardian or legal
representative.
11. TERMINATION OF EMPLOYMENT, RETIREMENT, DEATH OR CANCELLATION:
11.1 In the event that the employment of an Optionee is terminated, for
a reason other than retirement or death, no Option held by such Optionee shall
be exercisable later than three months after such Optionee shall have ceased to
be an employee of the Corporation or one of its affiliates or, if earlier, later
than the expiration date of the Option. The employment relationship, however,
will be treated as continuing intact while the Optionee is on military or sick
leave if the
6
<PAGE>
period of such leave does not exceed ninety days, or, if longer, so long as the
Optionee's right to re-employment is guaranteed either by statute or by
contract.
11.2 In the event that an Optionee shall retire or die while employed
by the Corporation or one of its affiliates, Options held by such Optionee may
be exercised by the Optionee or by the person designated in the will of the
Optionee or by the proper legal representative of the Optionee within one year
following the Optionee's death or one year following retirement, but in no event
later than the expiration date of the Option.
11.3 Notwithstanding the express term of the grant or the foregoing
provisions of this Section 11, Options shall terminate upon the termination of
the employment of the Optionee if the Corporation determines that such
termination is for deliberate, willful or gross misconduct, and the Options
shall terminate (whether or not the employment of the Optionee is terminated) if
the Corporation determines that the Optionee has improperly disclosed
confidential information of the Corporation and the Optionee is so notified.
12. LISTING AND REGISTRATION OF SHARES:
Each Option shall be subject to the requirement that, if at any time
the Committee shall determine in its discretion that the listing, registration
or qualification of the shares subject to such Option upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the granting of such Option or the issuance or purchase of
shares thereunder, then such Option shall not be granted or exercised in whole
or in part unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Committee.
13. EFFECTIVE DATE:
This Plan is subject to approval by the shareholders of the
Corporation. The Plan will become effective on the date so approved. The
Committee may, in its discretion, grant Options conditioned upon the
shareholders' subsequent approval of the Plan.
14. DURATION AND AMENDMENT:
14.1 There is no express limitation upon the duration of the Plan.
14.2 The Board may terminate or may amend the Plan at any time,
provided, however, that the Board may not, without approval of the shareholders
of the Corporation, (i) increase the maximum number of shares for which Options
may be granted under the Plan, (ii) permit the granting of Options at less than
100% of Fair Market Value at time of grant, or (iii) change the class of
employees eligible to receive Options under the Plan. The transactions under
this Plan are intended to comply with Rule 16b-3 (or its successor), as amended
from time to time, promulgated pursuant to the Exchange Act, and the Corporation
may, but shall not be required
7
<PAGE>
to, submit any proposed Plan amendment to its shareholders for their approval to
assure continued compliance if such proposed amendment would, with respect to
any participant who is an officer, director or 10% shareholder of the
Corporation who is subject to Section 16 of the Exchange Act ("Control Person"),
(i) materially increase the benefits accruing to participants under the Plan, or
(ii) materially increase the number of securities which may be issued under the
Plan (this shall not affect the prohibition against increasing the maximum
number of shares for which Options may be granted under the Plan pursuant to the
previous paragraph without shareholder approval), or (iii) materially modify the
requirements as to eligibility for participation in the Plan.
15. MISCELLANEOUS:
With respect to any participant who is a Control Person, transactions
under this Plan are intended to comply with Rule 16b-3 (or its successor), as
amended from time to time, promulgated pursuant to the Exchange Act. Therefore,
to the extent any provision of the Plan or action by a person administering the
Plan fails to so comply, it shall be deemed null and void ab initio to the
extent permitted by law and deemed advisable by the Committee.
As evidence of its adoption of this Plan, the Corporation has caused
this document to be executed on its behalf this 1st day of March, 2000.
RGC RESOURCES, INC.
By:s/Roger L. Baumgardner
Its: Vice President, Secretary and
Treasurer
8
Exhibit 5
March 3, 2000
Board of Directors
RGC Resources, Inc.
519 Kimball Avenue, N.E.
Roanoke, Virginia 24016
In Re: RGC Resources, Inc. Registration Statement on Form S-8
Gentlemen:
We have acted as your counsel with respect to the registration with the
Securities and Exchange Commission on Form S-8 of an additional 50,000 shares
(the "Shares"), issuable pursuant to a Key Employee Stock Option Plan (the
"Plan"), adopted by the Company at its Annual Meeting of Shareholders held on
January 24, 2000.
We are generally familiar with your corporate affairs, including your
organization and the conduct of your corporate proceedings related thereto. We
also have examined such of your corporate records as we have deemed necessary as
the basis for this opinion. Based on the foregoing, it is our opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the Commonwealth of Virginia.
2. The 50,000 shares of Company common stock which are the subject of
this Registration Statement have been duly and validly authorized, and when
issued, delivered and paid for in accordance with the terms and conditions set
forth in the Registration Statement, will be validly issued, fully paid and
non-assessable.
The foregoing opinion is contingent upon the Registration Statement
becoming effective. We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
WOODS, ROGERS & HAZLEGROVE, P.L.C.
s/Woods, Rogers & Hazlegrove, P.L.C.
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
RGC Resources, Inc. on Form S-8 of our report dated October 22, 1999,
incorporated by reference in the Annual Report on Form 10-K of RGC Resources,
Inc. for the year ended September 30, 1999.
Deloitte & Touche LLP
Charlotte, North Carolina
March 3, 2000
Exhibit 23(c)
Accountants' Consent
The Board of Directors
RGC Resources, Inc.:
We consent to incorporation by reference herein of our report dated October 17,
1997, relating to the consolidated statements of earnings, stockholders' equity
and cash flows of RGC Resources, Inc. (successor to Roanoke Gas Company) and
subsidiaries for the year ended September 30, 1997, which report is included in
the September 30, 1999 Annual Report on Form 10-K of RGC Resources, Inc.
KPMG LLP
Roanoke, Virginia
March 3, 2000
