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As filed with the Securities and Exchange Commission on November 13, 2000 Registration No. 333-37082
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4 REGISTRATION STATEMENT
ON FORM S-8
Under
THE SECURITIES ACT OF 1933
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EXELON CORPORATION
(Exact name of registrant as specified in its charter)
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Pennsylvania 23-2990190
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(State or Other Jurisdiction of Incorporation (I.R.S. Employer Identification No.)
or Organization)
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37/th/ Floor, 10 South Dearborn Street
Post Office Box A-3005
Chicago, Illinois 60690-3005
(312) 394-4321
(Address of Registrant's principal executive offices)
Exelon Corporation 1989 Long Term Incentive Plan;
PECO Energy Company 1998 Stock Option Plan;
PECO Energy Company Employee Savings Plan
(Full title of the plans)
RUTH ANN M. GILLIS
Senior Vice President and Chief Financial Officer
Exelon Corporation
37/th/ Floor, 10 South Dearborn Street
Chicago, Illinois 60690-3005
(312) 394-4321
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of securities Amount to be maximum maximum Amount of
to be registered registered offering price aggregate Registration
per share offering price fee
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Common Stock, no par value(1) -0- N/A N/A -0-
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(1) This registration statement covers shares of Common Stock of the
Registrant ("Shares") for which a registration fee already has been
paid in connection with the filing of the Form S-4 Registration
Statement (filed on May 15, 2000) (the "2000 Form S-4") to which this
post-effective amendment on Form S-8 relates. Pursuant to
Interpretation G-43 of the Securities and Exchange Commission's 1997
Telephone Interpretations Manual, this Post-Effective Amendment on
Form S-8 is being filed for the purpose of identifying the employee
benefit plans pursuant to which these shares have been issued. The
Shares registered on the 2000 Form S-4 and this Form S-8 include the
following: 4,444,529 Shares offered or sold pursuant to the Exelon
Corporation 1989 Long Term Incentive Plan; 1,533,887 Shares offered or
sold pursuant to the PECO Energy Company 1998 Stock Option Plan; and
693,075 Shares offered or sold pursuant to the PECO Energy Company
Employee Savings Plan (each of these employee benefit plans is
hereinafter collectively referred to as the "Plans"). In addition,
pursuant to Rule 416(c) under the Securities Act of 1933, this Form S-
8 also covers an indeterminate amount of interests to be offered or
sold pursuant to each of the Plans. Pursuant to Rule 457(h)(2), no
separate registration fee is required with respect to the interests in
the Plans. This Form S-8 also relates to an indeterminate number of
Shares which may be issued upon stock splits, stock dividends or
similar transactions in accordance with Rule 416.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as filed by Exelon Corporation (the "Registrant")
with the Securities and Exchange Commission (the "Commission"), are incorporated
by reference in this Registration Statement and made a part hereof:
(a) The Registrant's latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, as part of the Registrant's
Registration Statement on Form S-4 filed on May 15, 2000 (Registration No.
333-37082).
(b) The description of the Registrant's common stock contained in the
registration statement on Form 8-A filed under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), including any amendment thereto
or report filed for the purpose of updating such description.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the financial
statements set forth in the prospectus referred to in (a) above.
All reports and other documents subsequently filed by the Registrant or the
any of the Plans 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, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such documents. Any statement
contained in any document, all or a portion of which is 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 or
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Chapter 17, Subchapter D of the Pennsylvania Business Corporation Law of
1988, as amended (the "PBCL") contains provisions permitting indemnification of
officers and directors of a business corporation incorporated in Pennsylvania.
Sections 1741 and 1742 of the PBCL provide that a business corporation may
indemnify directors and officers against liabilities and expenses he or she may
incur in connection with a threatened, pending or completed civil,
administrative or investigative proceeding by reason of the fact that he or she
is or was a representative of the corporation or was serving at the request of
the corporation as a representative of another enterprise, provided that the
particular person acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation,
and, with respect to any criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful. In general, the power to indemnify under these
sections does not exist in the case of actions against a director or officer by
or in the right of the corporation if the person otherwise entitled to
indemnification shall have been adjudged to be liable to the corporation, unless
it is judicially determined that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnification for the expenses the court deems proper. Section
1743 of the PBCL
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provides that the corporation is required to indemnify directors and officers
against expenses they may incur in defending these actions if they are
successful on the merits or otherwise in the defense of such actions.
Section 1746 of the PBCL provides that indemnification under the other
sections of Subchapter D is not exclusive of other rights that a person seeking
indemnification may have under any by-law, agreement, vote of shareholders or
disinterested directors or otherwise, whether or not the corporation would have
the power to indemnify the person under any other provision of law. However,
Section 1746 prohibits indemnification in circumstances where the act or failure
to act giving rise to the claim for indemnification is determined by a court to
have constituted willful misconduct or recklessness.
Section 1747 of the PBCL permits a corporation to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
representative of another enterprise, against any liability asserted against
such person and incurred by him or her in that capacity, or arising out of his
status as such, whether or not the corporation would have the power to indemnify
the person against such liability under Subchapter D.
The Registrant's by-laws provide that it is obligated to indemnify
directors and officers and other persons designated by the board of directors
against any liability, including any damage, judgment, amount paid in
settlement, fine, penalty, cost or expense (including, without limitation,
attorneys' fees and disbursements) incurred in connection with any proceeding.
The Registrant's by-laws provide that no indemnification shall be made where the
act or failure to act giving rise to the claim for indemnification is determined
by arbitration or otherwise to have constituted willful misconduct or
recklessness or attributable to receipt from the Registrant of a personal
benefit to which the recipient is not legally entitled.
As permitted by PBCL Section 1713, the Registrant's by-laws provide that
directors generally will not be liable for monetary damages in any action,
whether brought by shareholders directly or in the right of the Registrant or by
third parties, unless they fail in the good faith performance of their duties as
fiduciaries (the standard of care established by the PBCL), and such failure
constitutes self-dealing, willful misconduct or recklessness.
The Registrant has purchased directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of exhibits filed as part of this Registration
Statement.
Exhibit
Number Exhibit
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4.1 The Registrant's Articles of Incorporation (incorporated herein
by reference to Exhibit 3.1 of the Registrant's Registration
Statement on Form S-4 filed with the Commission on May 15, 2000,
Registration No. 333-37082).
4.2 Exelon Corporation 1989 Long Term Incentive Plan.
4.3 PECO Energy Company 1998 Stock Option Plan.
4.4 PECO Energy Company Employee Savings Plan.
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23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Arthur Andersen LLP.
24.1 Powers 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;
(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 the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is on Form S-3 or Form S-8 and
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 the 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 that remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose 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 each Plan's respective
annual reports pursuant to Section 15(d) of the Securities Exchange Act of 1934)
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 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
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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.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
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1933, as amended, the Registrant 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 Philadelphia, Pennsylvania on the 31st day of October, 2000.
EXELON CORPORATION
By: /s/ Corbin A. McNeill, Jr.
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Corbin A. McNeill, Jr.
Chairman and Co-Chief Executive Officer
By: /s/ John W. Rowe
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John W. Rowe
President and Co-Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on October 31, 2000.
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Signature Capacity Date
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/s/ Corbin A. McNeill, Jr. Chairman, Co-Chief Executive Officer October 31, 2000
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Corbin A. McNeill, Jr. and Director
/s/ John W. Rowe President, Co-Chief Executive Officer October 31, 2000
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John W. Rowe and Director
/s/ Ruth Ann M. Gillis Senior Vice President and Chief October 31, 2000
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Ruth Ann M. Gillis Financial Officer
(Principal Financial Officer)
/s/ Jean Gibson Vice President and Corporate October 31, 2000
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Jean Gibson Controller
(Principal Accounting Officer)
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This Registration Statement has also been signed by Corbin A. McNeill, Jr.,
in his individual capacity as a Director and as Attorney-in-Fact, on behalf of
the following Directors on the date indicated:
Edward A. Brennan Carlos H. Cantu
Admiral Daniel L. Cooper M. Walter D'Alessio
Admiral Bruce DeMars G. Fred DiBona, Jr.
Sue Ling Gin Richard H. Glanton
Rosemarie B. Greco Edgar D. Jannotta
John M. Palms John W. Rogers
John W. Rowe Ronald Rubin
Richard L. Thomas
By: /s/ Corbin A. McNeill, Jr.
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Corbin A. McNeill, Jr.
(Director and Attorney-in-Fact for the Directors set forth above)
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The Plans. Pursuant to the requirements of the Securities Act of 1933, each of
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the Plans has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in Philadelphia, Pennsylvania on
the dates indicated.
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Plan Name Signature of Plan Representative Date
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Exelon Corporation 1989 Long Term Incentive /s/ J. Barry Mitchell October 31, 2000
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Incentive Plan J. Barry Mitchell
PECO Energy Company 1998 Stock Option Plan /s/ J. Barry Mitchell October 31, 2000
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J. Barry Mitchell
PECO Energy Company Employee Savings Plan /s/ J. Barry Mitchell October 31, 2000
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J. Barry Mitchell
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Exhibit Index
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4.1 The Registrant's Articles of Incorporation (incorporated herein by
reference to Exhibit 3.1 of the Registrant's Registration Statement on
Form S-4 filed with the Commission on May 15, 2000, Registration No.
333-37082).
4.2 Exelon Corporation 1989 Long Term Incentive Plan.
4.3 PECO Energy Company 1998 Stock Option Plan.
4.4 PECO Energy Company Employee Savings Plan.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney.
