As filed with the Securities and Exchange Commission
on March 30, 2000
Registration No:333-_______________
_________________________________________________________________
_________________________________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VECTREN CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA 35-2086905
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 N.W. Fourth Street
Evansville, Indiana 47741
(Address of Principal Executive Offices) (Zip Code)
SIGCORP, INC. STOCK OPTION PLAN
(Full title of the plan)
Niel C. Ellerbrook, President and Chief Executive Officer
Vectren Corporation
20 N.W. Fourth Street, Evansville, Indiana 47741
(Name and address of agent for service)
(812) 465-5300
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
_________________________________________________________________
Proposed Proposed
maximum maximum
offering aggregate Amount of
Type of securities Amount to be price per offering registration
to be registered registered unit (1) price (1) fee
_____________________________________________________________________________
Common Stock, 905,000 $19.50 $17,647,500 $4,659.00
without par value shares (2)
Common Share Purchase 905,000(2) (3) (3) (3)
Rights
_____________________________________________________________________________
(1) Estimated solely for the purpose of calculating the registration fee
and based on the average of the high and low sales prices per share of
common stock of Indiana Energy, Inc. as reported on the New York Stock
Exchange on March 27, 2000, multiplied by the exchange ratio of 1 share
of Vectren Corporation to be issued for each share of Indiana Energy,
Inc. common stock in the merger of Indiana Energy, Inc. and SIGCORP,
Inc. into Vectren Corporation pursuant to Rule 457(c) and (f).
(2) Any additional shares of Common Stock to be issued as a result of stock
dividends, stock splits, or similar transactions shall be covered by this
Registration Statement as provided in Rule 416.
(3) No additional consideration will be paid for the Common Share Purchase
Rights.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
The document(s) containing information specified by part I
of this Form S-8 Registration Statement (the "Registration
Statement") will be sent or given to participants in the SIGCORP,
Inc. Stock Option Plan, as specified in Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"1933 Act"). Such document(s) are not being filed with the
Commission but constitute (along with the documents incorporated
by reference into the Registration Statement pursuant to Item 3
of part II hereof), a prospectus that meets the requirements of
Section 10(a) of the 1933 Act.
This Registration Statement covers common shares of the
Registrant issuable upon exercise of options to purchase common
shares of SIGCORP, Inc., which will be converted into options to
purchase the Registrant's common shares at the effective time of
the merger of each of Indiana Energy, Inc. and SIGCORP with and
into Vectren. The merger is expected to become effective at 8
p.m. Eastern Standard Time on March 31, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission (the "Commission") by Indiana Energy, Inc.
("Indiana Energy"), SIGCORP, Inc. ("SIGCORP"), Vectren
Corporation (the "Company" or "Vectren") or the Plan pursuant to
the Securities Exchange Act of 1934 (the "Exchange Act") are
incorporated by reference in this Registration Statement.
Indiana Energy SEC Filings
(File No. 1-09091) Period
- ----------------------------- ------------------------------
Annual Report on Form 10-K Year ended September 30, 1999
Annual Report on Form 10-K/A Filed January 7, 2000,
Current Reports on Form 8-K Filed on October 29, November
22, December 15, December 16,
December 17, December 28 1999
and January 27, 2000
Joint Proxy Filed November 12, 1999 and
Quarterly Report on Form 10-Q Quarter ended December 31, 1999
SIGCORP SEC Filings
(File No. 1-11603) Period
- ----------------------------- ------------------------------
Annual Report on Form 10-K Year ended December 31, 1999
Joint Proxy Filed November 12, 1999 and
Current Reports on Form 8-K Filed February 11, and February
28, 2000
Vectren SEC Filings
(File No. 1- 15467) Period
- ----------------------------- ------------------------------
Current Reports on Form 8-K Filed on March 24, 2000
Form S-4 Registration Statement Filed November 12, 1999 and
(Registration No. 333-90763) amended by Amendment No. 1 to
(including Joint Proxy Form S-4 Registration
Statement/Prospectus) Statement filed on November
15, 1999
Annual Report on Form 10-K Year ended December 31, 1999
All reports and other documents subsequently filed by
Vectren or the Plan 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, as of the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Vectren's Articles and bylaws provide that Vectren will
indemnify any individual who is or was a director or officer of
Vectren, or is or was serving at the request of Vectren as a
director, officer, partner or trustee of another foreign or
domestic corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise whether or not for profit,
against liability and expenses, including attorneys fees,
incurred by him in any action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, and whether
formal or informal, in which he is made or threatened to be made
a party by reason of being or having been in any such capacity,
or arising out of his status as such, except (i) in the case of
any action, suit, or proceeding terminated by judgment, order, or
conviction, in relation to matters as to which he is adjudged to
have breached or failed to perform the duties of his office and
the breach or failure to perform constituted willful misconduct
or recklessness; and (ii) in any other situation, in relation to
matters as to which it is found by a majority of a committee
composed of all directors not involved in the matter in
controversy (whether or not a quorum) that the person breached or
failed to perform the duties of his office and the breach or
failure to perform constituted willful misconduct or
recklessness. Vectren may pay for or reimburse reasonable
expenses incurred by a director or officer in defending any
action, suit, or proceeding in advance of the final disposition
thereof upon receipt of (i) a written affirmation of the
director's or officer's good faith belief that such director or
officer has met the standard of conduct prescribed by Indiana
law; and (ii) an undertaking of the director or officer to repay
the amount paid by Vectren if it is ultimately determined that
the director or officer is not entitled to indemnification by
Vectren.
Vectren's Articles and bylaws provide that the
indemnification rights described above are in addition to any
other indemnification rights a person may have by law or by
contract. Vectren expects that employment agreements with its
executive officers will require Vectren to indemnify the
executive officers in accordance with its indemnification
policies for its senior executives, subject to applicable law.
Section 23-1-37 et seq. of the Indiana Business Corporation
Law ("IBCL") provides for "mandatory indemnification," unless
limited by the articles, by a corporation against reasonable
expenses incurred by a director who is wholly successful, on the
merits or otherwise, in the defense of any proceedings to which
the director was a party by reason of the director being or
having been a director of the corporation. Section 23-1-37-10 of
the IBCL states that a corporation may, in advance of the final
disposition of a proceeding, reimburse reasonable expenses
incurred by a director who is a party to a proceeding if the
director furnishes the corporation with a written affirmation of
the director's good faith belief that the director acted in good
faith and reasonably believed the actions were in the best
interest of the corporation if the proceeding is a civil
proceeding. If the proceeding is criminal, the director must
furnish a written affirmation that the director had reasonable
cause to believe he or she was acting lawfully or the director or
officer had no reason to believe the action was unlawful. A
determination must also be made that the facts then known to
those making the determination would not preclude
indemnification. The director will repay the advance if it is
ultimately determined that such director did not meet the
standard of conduct required by the IBCL.
The IBCL permits a corporation to grant indemnification
rights in addition to those provided by statute, limited only by
the fiduciary duties of the directors approving the
indemnification and public policies of the State of Indiana.
Vectren maintains directors' and officers' liability
insurance with an annual aggregate limit of $35,000,000 for the
current policy period, subject to a $500,000 deductible at the
corporate level, for each wrongful act where corporate
reimbursement is available to any director or officer. Vectren
also maintains excess coverage with an aggregate annual limit of
$90,000,000. When corporate reimbursement is not available as
prescribed by applicable common law, statutory law or Vectren's
governing documents, the insurer will reimburse the directors and
officers with no deductible with respect to losses sustained by
them for specified wrongful acts while acting in their
capacities, individually or collectively, as such directors or
officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
EXHIBIT INDEX
Exhibit Number Description
4-A Articles of Incorporation of Vectren
Corporation (incorporated by reference to
Exhibit 3(a) to Vectren's Form S-4
(Registration No. 333-90763) filed on
November 12, 1999)
4-B Bylaws of Vectren Corporation
(incorporated by reference to Exhibit 3(b)
to Registrant's Form S-4 (Registration No.
333-90763) filed on November 12, 1999)
4-C Shareholder Rights Agreement dated as of
October 21, 1999 between Vectren
Corporation and EquiServe Trust Company,
N.A., as Rights Agent (incorporated by
reference to Exhibit 4 to Registrant's
Form S-4 (Registration No. 333-90763)
filed on November 12, 1999)
4-D SIGCORP, Inc. Stock Option Plan
5 Opinion of Sommer & Barnard, Attorneys at
Law, PC
23-A Consent of Arthur Andersen LLP (re:
Indiana Energy, Inc.)
23-B Consent of Arthur Andersen LLP (re:
SIGCORP, Inc.)
23-C Consent of Arthur Anderson LLP (re:
Vectren Corporation)
23-D Consent of Sommer & Barnard, Attorneys at
Law, PC (in Exhibit 5)
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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date hereof (or the most recent
post-effective amendment hereof) 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 the undertakings set forth in paragraphs
(i) and (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 Securities Exchange Act of
1934 that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the 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 of 1933 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 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 Act and will be governed by the final adjudication of such
issue.
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 Evansville, State of Indiana, on March 30, 2000.
VECTREN CORPORATION
By: /s/ Niel C. Ellerbrook
___________________________________
Niel C. Ellerbrook, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
1. Principal Executive
Officer, Principal
Financial and Account-
ing Officer:
/s/ Niel C. Ellerbrook
___________________________ President and Chief Executive March 30, 2000
Niel C. Ellerbrook Officer, Chief Financial Officer
and Director
/s/ Andrew E. Goebel
___________________________ Vice President, Chief Operating March 30, 2000
Andrew E. Goebel Officer and Director
</TABLE>
EXHIBIT INDEX
Exhibit Number Description Page
4-A Articles of Incorporation of Vectren
Corporation (incorporated by reference to
Exhibit 3(a) to Vectren's Form S-4
(Registration No. 333-90763) filed on
November 12, 1999)
4-B Bylaws of Vectren Corporation
(incorporated by reference to Exhibit 3(b)
to Registrant's Form S-4 (Registration No.
333-90763) filed on November 12, 1999)
4-C Shareholder Rights Agreement dated as of
October 21, 1999 between Vectren
Corporation and EquiServe Trust Company,
N.A., as Rights Agent (incorporated by
reference to Exhibit 4 to Registrant's
Form S-4 (Registration No. 333-90763)
filed on November 12, 1999)
4-D SIGCORP, Inc. Stock Option Plan
5 Opinion of Sommer & Barnard, Attorneys at
Law, PC
23-A Consent of Arthur Andersen LLP (re:
Indiana Energy, Inc.)
23-B Consent of Arthur Andersen LLP (re:
SIGCORP, Inc.)
23-C Consent of Arthur Andersen LLP (re:
Vectren Corporation)
23-D Consent of Sommer & Barnard, Attorneys at
Law, PC (in Exhibit 5)
March 30, 2000
Board of Directors
Vectren Corporation
20 N.W. Fourth Street
Evansville, Indiana 47741
RE: Registration Statement on Form S-8 of Vectren Corporation
Gentlemen:
We have acted as counsel to Vectren Corporation ("Vectren") in
connection with the preparation and filing with the Securities and
Exchange Commission of the Registration Statement on Form S-8 the
"Registration Statement") which covers the registration under the
Securities Act of 1933 of 905,000 shares of Vectren common stock,
no par value (the "Registered Shares") to be offered or sold
pursuant to the SIGCORP, Inc. Stock Option Plan (the "Plan").
In that capacity, and for purposes of giving the opinion set
forth in this letter, we have examined and reviewed the
instruments, documents, statements and records of Vectren we deemed
relevant and necessary to examine and rely upon for the purpose of
this opinion.
Based on the foregoing, and such other matters as we deem
appropriate, we hereby advise you that we are of the opinion that,
when issued and delivered by Vectren in accordance with the Plan,
the Registered Shares will be duly authorized, validly issued,
fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as Exhibit
5 to the Registration Statement.
Respectfully,
/s/ Sommer & Barnard, PC
SOMMER & BARNARD, PC
PLM/
Exhibit 23-A
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
report dated October 29, 1999 included in Indiana Energy, Inc.'s
Form 10-K and Form 10-K/A for the year ended September 30, 1999, and to
all references to our Firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
Indianapolis, Indiana,
March 30, 2000.
Exhibit 23-B
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
report dated January 28, 2000 included in SIGCORP, Inc.'s
Form 10-K for the year ended December 31, 1999
and to all references to our Firm included in this Registration
Statement.
Chicago, Illinois, ARTHUR ANDERSEN LLP
March 30, 2000. /s/ Arthur Andersen LLP
Exhibit 23-C
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated March 30,
2000 included in Vectren Corporation's Form 10-K for the year ended December
31, 1999, and to all reference to our Firm included in this Registration
Statement.
ARTHUR ANDERSEN, LLP
Indianapolis, Indiana, /s/ ARTHUR ANDERSEN, LLP
March 30, 2000.
