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As filed with the Securities and Exchange Commission on December 20, 2000.
Registration Statement No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
Progress Energy, Inc.
(Exact name of Registrant as specified in its Charter)
411 Fayetteville Street
Raleigh, North Carolina 27601-1748
(919) 546-6111
(Address of principal executive office, including zip code)
North Carolina 56-2155481
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
Savings Plan for Employees of Florida Progress Corporation
(Full title of the Plan)
______________________
WILLIAM CAVANAUGH III
Chairman, President and Chief Executive Officer
WILLIAM D. JOHNSON, ESQ.
Executive Vice President and General Counsel
411 Fayetteville Street
Raleigh, North Carolina 27601-1748
(919) 546-6111
(Names, addresses, including zip codes, and telephone numbers including area
codes, of agents for service)
Copy to:
TIMOTHY S. GOETTEL, ESQ.
WELTON O. SEAL, JR., ESQ.
Hunton & Williams
421 Fayetteville Street Mall
Raleigh, North Carolina 27601
(919) 899-3094
____________________
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered /(1)/ registered per share/(2)/ offering price/(2)/ registration fee/(2)/
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<S> <C> <C> <C> <C>
Common Stock, no par value 1,000,000 shares $ 46.09 $ 46,090,000.00 $ 12,169.00
=====================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Securities Act"), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
(2) Estimated solely for the purpose of computing the registration fee.
Calculated pursuant to Rule 457(c) of the Securities Act based on the average of
the high and low prices of the Common Stock on the New York Stock Exchange on
December 18, 2000.
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PROGRESS ENERGY, INC.
On November 30, 2000, Progress Energy, Inc. (formerly CP&L Energy, Inc.), a
North Carolina corporation (the "Company"), became the parent and holding
Company for Florida Progress Corporation ("FPC"), and FPC became a direct,
wholly owned subsidiary of the Company, through the consummation of a share
exchange effected pursuant to an Amended and Restated Agreement and Plan of
Share Exchange, dated as of August 22, 1999, amended and restated as of March 3,
2000, by and among Carolina Power & Light Company, FPC and the Company (the
"Exchange Agreement"). The Exchange Agreement provided for, among other things,
a share exchange pursuant to which all shares of common stock of FPC would be
exchanged for consideration consisting of (i) cash, (ii) shares of common stock
of the Company and contingent rights to receive certain future cash payments or
(iii) a combination of (i) and (ii) (the "Share Exchange"). The Share Exchange
was approved by the shareholders of the Company at a meeting held on August 16,
2000, and by the shareholders of FPC at a meeting held on August 17, 2000.
The Savings Plan for Employees of Florida Progress Corporation (the "Plan")
shall continue to cover, among others, employees of FPC and its subsidiaries;
however, henceforth shares of stock issued in accordance with the Plan shall be
shares of the Company's common stock rather than shares of FPC common stock.
1
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Progress Energy, Inc., formerly CP&L
Energy, Inc. (the "Company") with the Commission pursuant to the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated
by reference into this Registration Statement (as a result of the recent
completion of the holding company restructuring of the Company and Carolina
Power & Light Company, we include in the list of incorporated documents those of
Carolina Power & Light Company):
(a) Annual Report of the Company on Form 10-K for the year ended December
31, 1999.
(b) Annual Report of Carolina Power & Light Company on Form 10-K for the
year ended December 31, 1999.
(c) Annual Report of the Plan on Form 11-K for the year ended December 31,
1999.
(d) Quarterly Reports of the Company on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 2000.
(e) Quarterly Reports of Carolina Power & Light Company on Form 10-Q for
the quarters ended March 31, June 30 and September 30, 2000.
(f) Current Reports of the Company on Form 8-K filed June 21, 2000,
September 1, 2000, September 20, 2000, December 1, 2000 and December
4, 2000.
(g) Current Reports of Carolina Power & Light Company on Form 8-K filed
April 20, 2000, June 21, 2000, July 18, 2000, September 1, 2000 and
December 1, 2000.
(h) The description of the Company's Common Stock in the Company's
Registration Statement on Form 8-A (File No. 001-15929) filed under
the Securities Exchange Act of 1934 with respect to the Company's
Common Stock, including all amendments and reports filed for the
purpose of updating such description.
In addition to the foregoing, all documents subsequently filed by (i) the
Company or (ii) the Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all securities registered hereunder have been issued or which deregisters
all securities offered then remaining unsold, shall be deemed incorporated by
reference in this Registration Statement and to be a part hereof from the date
of the filing of such documents. Any statement, including financial statements,
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters regarding shares of Common Stock will be passed
upon for the Company by William D. Johnson, Senior Vice President and Corporate
Secretary of the Company. As of November 30, 2000, Mr. Johnson beneficially
owned 27,146 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
Sections 55-8-51 through 55-8-57 of the North Carolina Business
Corporation Act (the "NCBCA") and the Articles of Incorporation and Bylaws of
the Company provide for indemnification of the registrant's directors and
officers in a variety of circumstances, which may include liabilities under the
Securities Act of 1933, as amended. The Company has insurance covering
expenditures it might incur in connection with the lawful indemnification of its
directors and officers for their liabilities and expenses. Officers and
directors of the Company also have insurance which insures them against certain
liabilities and expenses.
As authorized by the NCBCA, and to the fullest extent permitted by it,
the Company's Articles of Incorporation provide that a director of the Company
will not be liable to the Company or to any shareholder of the Company for
monetary damages arising from the director's breach of his or her duties as a
director. The NCBCA permits these provisions, except for (i) acts or omissions
that the director at the time of the breach knew or believed were clearly in
conflict with the best interests of the corporation, (ii) unlawful
distributions, and (iii) any transaction from which the director derived an
improper personal benefit.
The NCBCA provides directors and officers with a right to indemnification
relating to official conduct when the director or officer has been wholly
successful in defense of a claim. In addition, a director or officer without the
right to indemnification may apply to a court for an order requiring the
corporation to indemnify the director or officer in a particular case.
The NCBCA also authorizes a corporation to indemnify directors and
officers beyond the indemnification rights granted by law. The Company's Bylaws
provide that any person who is or was a director or officer of the Company and
any person who at the request of the Company serves or has served as an officer
or director (or in any position of similar authority) of any other corporation
or other enterprise, including as an individual trustee under any employee
benefit plan, will be reimbursed and indemnified against liability and expenses
incurred by that person in connection with any action, suit or proceeding
arising out of that person's status as a director or officer of the Company (i)
if that person's acts or omissions is required, authorized or approved by any
order or orders issued pursuant to the Public Utility Holding Company Act of
1935, the Federal Power Act, or any state statute regulating the Company or any
of its subsidiaries by reason of their being public utility companies or
subsidiaries of public utility holding companies, or any amendments to the
foregoing laws, or (ii) if that person's acts or omissions were not known or
believed by him or her to be clearly in conflict with the best interests of the
Company.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
-----------
4.1 Amended and Restated Articles of Incorporation of the Company, as
amended and restated June 15, 2000 (incorporated by reference to
Exhibit 3(a)(i) of the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000).
4.2 Bylaws of the Company, as amend and restated June 15, 2000
(incorporated by reference to Exhibit 3(b)(i) of the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2000).
4.3 Savings Plan for Employees of Florida Progress Corporation
4.4 Resolutions of the Investment Committee for the Savings Plan for
Employees of Florida Progress Corporation adopted on November 30,
2000.
5.1 Opinion of William D. Johnson as to the legality of the securities
being registered.
5.2 Internal Revenue Service determination letter dated June 13, 1996, to
the effect that the Plan is qualified under Section 401 of the
Internal Revenue Code. (incorporated by reference to Exhibit 5.(c) of
the Registration Statement of Florida Progress Corporation on Form S-8
(No. 333-19037) filed with the Commission on December 31, 1996.).
23.1 Consent of William D. Johnson (included in Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included on signature page).
The undersigned registrant hereby undertakes to submit the Plan and any
amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and
will make all changes required by the IRS in order to maintain the qualification
of the Plan.
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:
II-3
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(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 the 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 the 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 the registrant need not file a post-effective
amendment to include the information required to be included by subsection
(i) or (ii) if such information 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) 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 that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, 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 provisions described under Item 6 above, 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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POWER OF ATTORNEY
Each director and/or officer of the issuer whose signature appears below
hereby appoints William Cavanaugh III, William D. Johnson, and Timothy S.
Goettel, and each of them severally, as his attorney-in-fact to sign in his name
and behalf, in any and all capacities stated below, and to file with the
Commission, any and all amendments, including post-effective amendments, to this
Registration Statement.
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act, as amended, 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 Raleigh, State of North Carolina on the 20th day of
December, 2000.
PROGRESS ENERGY, INC.
/s/ William Cavanaugh III
--------------------------------------
William Cavanaugh III
Chairman, President and Chief Executive Officer
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ William Cavanaugh
------------------------------ President and Chief December 20, 2000
William Cavanaugh III Executive Officer and
Chairman of the Board
/s/ Peter M. Scott Executive Vice President and December 20, 2000
------------------------------ Chief Financial Officer
Peter M. Scott
/s/ Robert H. Bazemore Controller and December 20, 2000
------------------------------ Chief Accounting Officer
Robert H. Bazemore
/s/ Edwin B. Borden
------------------------------ Director December 20, 2000
Edwin B. Borden
/s/ David L. Burner
------------------------------ Director December 20, 2000
David L. Burner
/s/ Charles W. Coker
------------------------------ Director December 20, 2000
Charles W. Coker
</TABLE>
II-5
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<TABLE>
<S> <C> <C>
/s/ Richard L. Daugherty
------------------------------ Director December 20, 2000
Richard L. Daugherty
/s/ Willard D. Frederick, Jr.
------------------------------ Director December 20, 2000
Willard D. Frederick, Jr.
/s/ Richard Korpan
------------------------------ Director December 20, 2000
Richard Korpan
/s/ William O. McCoy
------------------------------ Director December 20, 2000
William O. McCoy
/s/ E. Marie McKee
------------------------------ Director December 20, 2000
E. Marie McKee
/s/ John H. Mullin, III
------------------------------ Director December 20, 2000
John H. Mullin, III
/s/ Richard A. Nunis
------------------------------ Director December 20, 2000
Richard A. Nunis
/s/ Jean Giles Wittner
------------------------------ Director December 20, 2000
Jean Giles Wittner
</TABLE>
II-6
<PAGE>
The Plan
Pursuant to the requirements of the Securities Act, the Plan has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Raleigh, State of North
Carolina, on December 20, 2000.
SAVINGS PLAN FOR EMPLOYEES OF
FLORIDA PROGRESS CORPORATION
/s/ Peter M. Scott
Peter M. Scott, Member of the Investment
Committee for the Savings Plan for Employees of Florida
Progress Corporation
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1 Amended and Restated Articles of Incorporation of the Company, as
amended and restated June 15, 2000 (incorporated by reference to
Exhibit 3(a)(i) of the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2000).
4.2 Bylaws of the Company, as amended and restated June 15, 2000
(incorporated by reference to Exhibit 3(b)(i) of the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
2000).
4.3 Savings Plan for Employees of Florida Progress Corporation
4.4 Resolutions of the Investment Committee for the Savings Plan for
Employees of Florida Progress Corporation adopted on November 30,
2000.
5.1 Opinion of William D. Johnson as to the legality of the
securities being registered.
5.2 Internal Revenue Service determination letter dated June 13,
1996, to the effect that the Plan is qualified under Section 401
of the Internal Revenue Code. (incorporated by reference to
Exhibit 5.(c) of the Registration Statement of Florida Progress
Corporation on Form S-8 (No. 333-19037) filed with the Commission
on December 31, 1996.).
23.1 Consent of William D. Johnson (included in Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included on signature page).
