Registration No:
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VECTREN CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA 35-208-6905
(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)
VECTREN CORPORATION RETIREMENT SAVINGS 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
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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
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Common Stock, 1,000,000 $19.50 $19,500,000 $5,148.00
without par value shares (2)(3)
Common Share 1,000,000 (4) (4) (4)
Purchase Rights
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(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) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(3) 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.
(4) Any value attributable to the Common Share Purchase Rights is reflected in
the value of the Common Stock.
<PAGE>
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 Vectren Corporation Retirement Savings Plan, formerly
known as the Indiana Energy, Inc. Retirement Savings Plan (the "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.
<PAGE>
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.
<TABLE>
<CAPTION>
Indiana Energy SEC Filings (File No. 1-09091) Period
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<S> <C>
Annual Report on Form 10-K Year ended September 30, 1999
Annual Report on Form 10-K/A Filed January 7, 2000, amending 10-K for the year
ended December 31, 1999
Quarterly Report on Form 10-Q Quarter ended December 31, 1999
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 Statement/Prospectus included in Form S-4 Filed November 12, 1999 and amended by Amendment No. 1
Registration Statement of Vectren Corporation to Form S-4 Registration Statement filed on November
(Registration No. 333-90763) 15, 1999
Annual Report on Form 11-K of Indiana Energy, Inc. Filed June 30, 1999
Retirement Savings Plan for the year ended December 31,
1998.
SIGCORP SEC Filings (File No. 1-11603) Period
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Annual Report on Form 10-K Year ended December 31, 1999
Current Reports on Form 8-K Filed on February 11, 2000, and February 28, 2000
Joint Proxy Statement/Prospectus included in Form S-4 Filed November 12, 1999 and amended by Amendment No. 1
Registration Statement of Vectren Corporation to Form S-4 Registration Statement filed on November
(Registration No. 333-90763) 15, 1999
Vectren SEC Filings (File No. 1-15467) Period
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Annual Report of Form 10-K Year ended December 31, 1999
Current Report on Form 8-K Filed on March 24, 2000
Form S-4 Registration Statement (Registration No. Filed November 12, 1999 and amended by Amendment No. 1
333-90763) (including Joint Proxy Statement/ Prospectus) to Form S-4 Registration Statement filed on November
15, 1999
</TABLE>
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 Vectren's 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.
The Vectren Articles and the Vectren 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 $200,000 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.
<PAGE>
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 EquiServ 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)
5 Opinion of Barnes & Thornburg **
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 Barnes & Thornburg (in Exhibit 5)
** The Registrant undertakes that Registrant has submitted or will submit
the Plan and all amendments thereto to the Internal Revenue Service
("IRS") in a timely manner and has made all changes required by the IRS
in order to qualify 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:
(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.
<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 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.
Signature Title Date
--------- ----- ----
1. Principal Executive Officer,
Principal Financial and
Accounting Officer:
/s/ Niel C. Ellerbrook President and Chief Executive March 30, 2000
- ----------------------------- Officer, Chief Financial Officer
Niel C. Ellerbrook and Director
/s/ Andrew E. Goebel Vice President, Chief Operating March 30, 2000
- -------------------- Officer and Director
Andrew E. Goebel
<PAGE>
VECTREN CORPORATION RETIREMENT SAVINGS PLAN. Pursuant to the
requirements of the Securities Act of 1933, the Plan 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
RETIREMENT SAVINGS PLAN
By: Vectren Corporation, the Plan Administrator
By: /s/ Niel C. Ellerbrook
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Niel C. Ellerbrook, President
and Chief Executive Officer
Exhibit 5
March 30, 2000
Vectren Corporation
Vectren Corporation Retirement Savings Plan
20 N. W. Fourth Street
Evansville, Indiana 47741
To Whom it May Concern:
You have requested our opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") to be filed by Vectren
Corporation (the "Company") with the Securities and Exchange Commission,
relating to the registration of (1) up to 1,000,000 shares of the Common Stock,
without par value, of the Company (the "Common Stock") under the Vectren
Corporation Retirement Savings Plan, formerly known as the Indiana Energy, Inc.
Retirement Savings Plan (the "Plan"), as such Plan may be amended from time to
time, and (2) the interests in the Plan to be issued to those employees of the
Company and their respective subsidiaries that participate in the Plan (the
"Interests"). In connection with your request, we have made such examination of
the corporate records and proceedings of the Company and considered such
questions of law and taken such further action as we deemed necessary or
appropriate to enable us to render this opinion.
Based upon such examination, we are of the opinion that when the
Interests have been issued as contemplated by the Plan and when the steps set
forth in the next paragraph have been taken, the Common Stock will be legally
issued, fully paid and nonassessable and the Interests will be legally issued;
provided, however, that in the event the Common Stock is issued directly by the
Company to the Plan (rather than purchased in the open market as presently
contemplated), such Common Stock will not be legally issued, fully paid, and
non-assessable until duly authorized, issued, and sold and the purchase thereof
paid, all as contemplated in the Plan.
The steps to be taken which are referred to in the preceding paragraph
consist of the following:
(1) Compliance with the Securities Act of 1933, as amended,
and with the securities laws of the State of Indiana, with respect to
such Plan and the issuance and sale of the Common Stock and the
issuance of the Interests thereunder; and
<PAGE>
Vectren Corporation
Vectren Corporation Retirement Savings Plan
Page 2
(2) Issuance and sale of the Common Stock and the issuance of
the Interests in accordance with the terms and conditions set forth in
such Plan and the Registration Statement, as amended from time to time.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, however, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Barnes & Thornburg
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-KA for the year ended
September 30, 1999, and to all references to our Firm included in this
Registration Statement.
/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 /s/ ARTHUR ANDERSEN LLP
March 30, 2000
Exhibit 23-C
CONSENT OF INDEPENDENT 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 references to our Firm included in this Registration Statement
Indianapolis, Indiana /s/ ARTHUR ANDERSEN LLP
March 30, 2000
