<PAGE>
As filed with the Securities and Exchange Commission on January 2, 2001
Registration No. 33-52127
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
PUGET ENERGY, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
Washington 91-1969407
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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411 - 108th Avenue N.E.
Bellevue, Washington 98004-5515
(425) 454-6363
(Address, including zip code, and telephone number, including area code of
principal executive offices)
INVESTMENT PLAN FOR EMPLOYEES OF PUGET SOUND ENERGY, INC.
(f/k/a INVESTMENT PLAN FOR EMPLOYEES OF PUGET SOUND POWER & LIGHT COMPANY)
(Full title of the plan)
STEPHEN A. MCKEON
Vice President and General Counsel
Puget Energy, Inc.
411 - 108th Avenue N.E.
Bellevue, Washington 98004-5515
(425) 454-6363
(Name, address and telephone number, including area code, of agent for service)
______________________
Copies to:
ANDREW BOR
Perkins Coie LLP
1201 Third Avenue, Suite 4800
Seattle, Washington 98101-3099
(206) 583-8888
______________________
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to Be Offering Price Aggregate Offering Registration
To Be Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share, under the
Investment Plan for Employees of Puget Sound Energy, (1) (1) (1) (1)
Inc.
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In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(1) Puget Energy, Inc. as the successor issuer to Puget Sound Energy, Inc.
adopts this Registration Statement on Form S-8 as described in "Adoption of
Predecessor Issuer's Registration Statement on Form S-8." The applicable
registration fees were paid at the time of the original filing of this
registration statement, and, therefore, no further fee is required.
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ADOPTION OF PREDECESSOR ISSUER'S REGISTRATION STATEMENT ON FORM S-8
This Post-Effective Amendment No. 1 to Form S-8 is filed by Puget Energy,
Inc., a Washington corporation (the "Registrant"), in order to expressly adopt
the Registration Statement on Form S-8 (No. 33-52127) (the "Registration
Statement") filed by Puget Sound Energy, Inc., a Washington corporation ("PSE"),
in accordance with Rule 414(d) of the Securities Act of 1933, as amended (the
"1933 Act"), for all purposes of the 1933 Act and the Securities Exchange Act of
1934, as amended (the "Exchange Act"). The Registration Statement relates to
shares of common stock issuable under the Investment Plan for Employees of Puget
Sound Energy, Inc. (formerly known as the Investment Plan for Employees of Puget
Sound Power & Light Company) (the "Plan").
The Registrant is adopting the Registration Statement pursuant to a Plan of
Exchange, dated as of April 28, 1999, between PSE and the Registrant (the "Plan
of Exchange") and filed as Appendix A to the Registrant's Registration Statement
on Form S-4 (No. 333-77491). The Plan of Exchange was approved by the
shareholders at the annual meeting of the shareholders held on June 23, 1999.
Pursuant to the Plan of Exchange, each outstanding share of PSE common stock, no
par value, was exchanged for one (1) share of the Registrant's common stock, par
value $.01 per share, and PSE became a wholly-owned subsidiary of the
Registrant. Pursuant to the Plan of Exchange, the shares of PSE common stock
previously issued and outstanding under the Plan were converted into an
equivalent number of shares of common stock of the Registrant. In addition,
investments or contributions in PSE common stock were converted into a right or
option to receive an equivalent number of shares of common stock of the
Registrant upon the same terms and conditions. From and after the effective time
of the Plan of Exchange, common stock of the Registrant will be used in lieu of
PSE common stock whenever stock is required to be issued in connection with the
Plan. For the present time, the sponsor of the Plan shall remain PSE.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference into this Registration
Statement:
(a) PSE's Annual Report on Form 10-K for the year ended December 31,
1999, filed on March 14, 2000, which contains audited financial statements for
the most recent fiscal year for which such statements have been filed.
(b) PSE's Quarterly Reports on Form 10-Q for the quarters ended March
31, 2000, June 30, 2000 and September 30, 2000.
(c) PSE's Current Reports on Form 8-K filed on February 11, 2000, May
25, 2000, July 3, 2000 and July 21, 2000.
(d) The description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form S-4 (No. 333-77491) filed on April
30, 1999, including any amendments or reports filed for the purpose of updating
such description.
(e) The Plan's Annual Report on Form 11-K for the year ended December
31, 1999.
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(f) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1999.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date hereof, and prior to the filing of a
post-effective amendment which indicates that the securities offered hereby have
been sold or which deregisters the securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF COMMON STOCK.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the 1933 Act. Section 6 of the Registrant's bylaws
provides for indemnification of the Registrant's directors and officers to the
maximum extent permitted by Washington law.
Section 23B.08.320 of the WBCA authorizes a corporation to eliminate or
limit a director's personal liability to the corporation or its shareholders for
monetary damages for conduct as a director, except in certain circumstances
involving acts or omissions, intentional misconduct by a director or knowing
violations of law by a director or distributions illegal under Washington law,
or any transaction from which the director will personally receive a benefit in
money, property or services to which the director is not legally entitled.
Article X of the Registrant's articles of incorporation contains provisions
implementing, to the fullest extent permitted by Washington law, such
limitations on a director's liability to the Registrant and its shareholders.
Officers and directors of the Registrant are covered by insurance (with
certain exceptions and certain limitations) that indemnifies them against losses
and liabilities arising from certain alleged "wrongful acts," including alleged
errors or misstatements, or certain other alleged wrongful acts or omissions
constituting neglect or breach of duty.
The above discussion of the WBCA and the bylaws and articles of
incorporation is not intended to be exhaustive and is qualified in its entirety
by reference to such statute, the bylaws and the articles of incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS.
EXHIBIT
NO. DESCRIPTION
-------- -----------------------------------------------------------------
5.1 Opinion of Perkins Coie LLP regarding legality of the Common
Stock being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Perkins Coie LLP (included in opinion filed as Exhibit
5.1)
24.1 Power of Attorney
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, as amended (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; and
(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 (1)(i) and (1)(ii) above 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.
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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
<PAGE>
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. 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 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 this Post-Effective Amendment No. 1 to 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 Bellevue, State of
Washington, on the 2nd day of January, 2001.
PUGET ENERGY, INC.
By: /s/ RICHARD L. HAWLEY
---------------------
Richard L. Hawley
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities indicated below on the 2nd day of January,
2001.
SIGNATURE TITLE
*WILLIAM S. WEAVER President, Chief Executive Officer, and
---------------------------------- Director (Principal Executive Officer)
William S. Weaver
/s/ RICHARD L. HAWLEY Vice President and Chief Financial Officer
---------------------------------- (Principal Accounting and Financial Officer)
Richard L. Hawley
*DOUGLAS P. BEIGHLE Director
----------------------------------
Douglas P. Beighle
*CHARLES W. BINGHAM Director
----------------------------------
Charles W. Bingham
*PHILLIS J. CAMPBELL Director
----------------------------------
Phillis J. Campbell
*CRAIG W. COLE Director
----------------------------------
Craig W. Cole
*DONALD J. COVEY Director
----------------------------------
Donald J. Covey
*ROBERT L. DRYDEN Director
----------------------------------
Robert L. Dryden
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*JOHN D. DURBIN Director
----------------------------------
John D. Durbin
*JOHN W. ELLIS Director
----------------------------------
John W. Ellis
*TOMIO MORIGUCHI Director
----------------------------------
Tomio Moriguchi
*SALLY G. NARODICK Director
----------------------------------
Sally G. Narodick
*By /s/ RICHARD L. HAWLEY
------------------------
Richard L. Hawley
Attorney-in-fact
THE PLAN
Pursuant to the requirements of the Securities Act of 1933, as amended, the
persons who administer the Investment Plan for Employees of Puget Sound Energy,
Inc. have duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Bellevue, State of
Washington, on January 2, 2001.
INVESTMENT PLAN FOR EMPLOYEES
OF PUGET SOUND ENERGY, INC.
By: PUGET SOUND ENERGY, INC.
/s/ RICHARD L. HAWLEY
---------------------
Richard L. Hawley
Its: Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
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EXHIBIT
NO. DESCRIPTION
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5.1 Opinion of Perkins Coie LLP regarding legality of the Common Stock being
registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1)
24.1 Power of Attorney
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