Registration No. 333-__________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Vermont 03-0111290
(State of Incorporation) (IRS Employer
Identification No.)
77 Grove Street
Rutland, Vermont 05701
(Address of Principal Executive Offices)
_____________
Central Vermont Public Service Corporation
Stock Option Plan for Key Employees
(Full Title of the Plan)
_____________
Joseph M. Kraus
Central Vermont Public Service Corporation
77 Grove Street
Rutland, Vermont 05701
(802) 747-5429
(Name, Address and Telephone Number of Agent for Service)
Copies to:
M. Douglas Dunn, Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(203) 530-5000
_____________
CALCULATION OF REGISTRATION FEE
- - -----------------------------------------------------
Proposed
Maximum Proposed
Title of Amount Offering Maximum
Securities to be Price Aggregate Amount of
to be Registered Per Share Offering Registration
Registered (1) (2) Price Fee
- - ----------------------------------------------------------
Common Stock
(par value
$6.00 per 350,000
share) shares $14.8125 $5,184,375 $1,529
- - -----------------------------------------------------------
(1) Pursuant to Rule 457(h)(1) of the Securities and
Exchange Commission under the Securities Act of 1933, the
amount of the registration fee has been computed with respect
to the maximum number of shares issuable under the plan.
(2) Estimated solely for purposes of calculating the
registration fee pursuant to Rule 457(c) on the basis of
the average of the high and low prices reported on the New
York Stock Exchange composite transactions on June 11, 1998.
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<PAGE>
PART I
Item 1. Plan Information
This Registration Statement relates to the registration of
350,000 shares of Common Stock, $6.00 par value per share, of
CENTRAL VERMONT PUBLIC SERVICE CORPORATION (the "Registrant") to
be awarded under the Central Vermont Public Service Corporation
Stock Option Plan for Key
Employees (the "Plan"). Documents containing the information
required by Part I of the Registration Statement will be sent or
given to participants in the Plan as specified by Rule 428(b).
Such documents are not filed with the Securities and Exchange
Commission (the "Commission" or the "SEC") either as part of this
Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 in reliance on Rule 428.
Item 2. Registrant Information and Employee Plan Annual
Information
The Registrant will, upon written or oral request, provide
without charge to any person to whom the Prospectus relating to
this Registration Statement is delivered, a copy of any and all
of the information which has been incorporated by reference in
such Prospectus and this Registration Statement (pursuant to Item
3 of Part II below). Such requests should be directed to the
Secretary, Central Vermont Public Service Corporation, 77 Grove
Street, Rutland, Vermont 05701 (telephone: 802-747-5429).
Part II
Item 3. Incorporation of Documents by Reference
The following documents filed or to be filed with the Commission
are incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997.
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998.
(c) The description of the Common Stock of the Registrant
contained in the Registration Statement on Form 8-A pursuant to
Section 12(b), as amended by filing dated October 13, 1992.
(d) All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and/or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") after the date hereof and
prior to the filing of a post-effective amendment to this
Registration Statement 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 a part hereof from the date of filing
of such reports and documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference
herein shall be deemed modified or superseded for purposes of
this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that
also is incorporated or 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.
Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Sections 8.50 through 8.56 of the Vermont Business Corporation
Act, inter alia, generally empower a Vermont corporation to
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise,
against expenses (including attorneys' fees), judgements, fines
and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interest of the corporation, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar
indemnity is authorized for such person against expense
(including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of any such threatened,
pending or completed action or suit if such person acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and provided
further that (unless a court of competent jurisdiction otherwise
provides) such person shall not have been adjudged liable to the
corporation. Any such indemnification may be made only as
authorized in each specific case upon a determination by the
shareholders or disinterested directors or by independent legal
counsel in a written opinion that indemnification is proper
because the indemnitee has met the applicable standard of
conduct.
Section 8.57 of the Vermont Business Corporation Act further
authorizes a corporation to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against any liability asserted
against him, and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would
otherwise have the power to indemnify him under Section 8.50
through 8.56.
The Registrant's By-laws provide that, to the extent legally
permissible, the Registrant may indemnify any of its Directors,
officers and employees who, as a result of such position, was or
is a party or is threatened to be made a party to any
contemplated, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative and
whether formal or informal against expenses, actually or
reasonable incurred by him or her in connection with such action,
suit or proceeding.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. List of Exhibits
4.1 Articles of Association of the Registrant.
(Incorporated by reference to Exhibit 3.2 of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1992).
4.2 By-laws of the Registrant. (Incorporated by
reference to Exhibit 3.1 of the Registrant's Registration
Quarterly Report on Form 10-Q for the period ended June 30,
1997).
* 4.3 Central Vermont Public Service Corporation
Stock Option Plan for Key Employees.
* 5. Opinion of Joseph M. Kraus as to the legality of the
Common Stock registered hereby.
23.1 Consent of Joseph M. Kraus (contained in the opinion
included as Exhibit 5).
* 23.2 Consent of Arthur Andersen LLP.
* = included herewith
Item 9. Undertakings
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 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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) do not
apply if this Registration Statement is on Form S-3, 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 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
unallocated at the termination of the Plan;
4. 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 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 deeded to be the initial bona fide offering thereof; and
5. 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 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
questions 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>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
CENTRAL VERMONT PUBLIC SERVICE CORPORATION 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 Rutland, Vermont on the
1st day of June, 1998.
CENTRAL VERMONT PUBLIC SERVICE
CORPORATION
By: /s/ Robert H. Young
Robert H. Young
Director, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on June 1, 1998 by
the following persons in the capacities indicated:
Name Title
- - ------- ------
/s/ Robert H. Young Director, President and
Robert H. Young Chief Executive Officer
/s/ Francis J. Boyle Senior Vice President, Principal
Francis J. Boyle Financial Officer and Treasurer
/s/ James M. Pennington Vice President, Controller and
James M. Pennington Principal Accounting Officer
/s/ Frederic H. Bertrand Chairman of the Board, Director
Frederic H. Bertrand
/s/ Robert L. Barnett Director
Robert L. Barnett
/s/ Rhonda L. Brooks Director
Rhonda L. Brooks
/s/ Robert G. Clarke Director
Robert G. Clarke
/s/ Luther F. Hackett Director
Luther F. Hackett
/s/ Patrick J. Martin Director
Patrick J. Martin
/s/ Mary Alice McKenzie Director
Mary Alice McKenzie
/s/ Preston Leete Smith Director
Preston Leete Smith
</PAGE>
<PAGE>
EXHIBIT INDEX
- - -------------
Exhibit
No. Document
- - -------- -------------
4.1 Articles of Association of the Registrant.
(Incorporated by reference to Exhibit 3.2 of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1992).
4.2 By-laws of the Registrant. (Incorporated by
reference to Exhibit 3.1 of the Registrant's Registration
Quarterly Report on Form 10-Q for the period ended June 30,
1997).
*4.3 Central Vermont Public Service Corporation
Stock Option Plan for Key Employees.
*5 Opinion of Joseph M. Kraus
23. Consents of Experts and Counsel
23.1 Consent of Joseph M. Kraus (included in
Exhibit 5)
* 23.2 Consent of Arthur Andersen LLP
* = included herewith
EXHIBIT 4.3
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
STOCK OPTION PLAN FOR KEY EMPLOYEES
ARTICLE 1
Purpose and Establishment of the Plan
Section 1.1 Central Vermont Public Service Corporation (the "Company")
establishes this Stock Option Plan for Key Employees (the "Plan") with the
intent of advancing the best interests of the Company and its subsidiaries by
providing key employees who have substantial responsibility for corporate
management and growth with additional incentives through the grant of options
to purchase shares of the Company's Common Stock, $6.00 par value, (the
"Common Stock"), thereby increasing the personal stake of such key employees
in the continued success and growth of the Company and encouraging them to
remain in the employ of the Company.
Section 1.2 Effective May 6, 1997, the Company establishes a Stock
Option Plan for Key Employees as described herein. The Plan provides for the
grant of stock options which are not intended to satisfy the requirements of
Section 422 of the Internal Revenue Code of 1986, as amended from time to time
(the "Code").
ARTICLE 2
Definitions
For the purposes of the Plan, the following terms shall have the meanings
provided herein:
Section 2.1 "Board" means the Board of Directors of the Company.
Section 2.2 "Code" means the Internal Revenue Code of 1986 as amended
from time to time, and regulations and rulings under the Code.
Section 2.3 "Committee" means the Compensation Committee of the Board
or such other committee as may be appointed by the Board to administer the
Plan; provided that the Committee shall consist of all non-employee directors
as contemplated by both Rule 16b-3 under the Exchange Act and Section 162(m)
of the Code.
Section 2.4 "Company" means Central Vermont Public Service Corporation
and its subsidiaries or any successor thereto.
Section 2.5 "Disability" means permanent and total disability as defined
by the Company's benefits program for disability insurance coverage.
Section 2.6 "Exchange Act" means the Securities Exchange Act of 1934,
as amended from time to time.
Section 2.7 "Fair Market Value" means the closing price for the Common
Stock as quoted in the Eastern Edition of the Wall Street Journal or in a
similarly readily available public source for the trading day immediately
prior to the applicable transaction date under the Plan. If no trading of
Shares occurred on such date, the closing price per share for the preceding
day on which sales of Shares occurred shall be used.
Section 2.8 "Option" means Stock Option.
Section 2.9 "Optionee" means the person or persons who have the right to
exercise the Option granted under this Plan.
Section 2.10 "Participant" means the key employee covered under this
Plan.
Section 2.11 "Retirement" means attaining the same age as defined in the
Pension Plan of Central Vermont Public Service Corporation and Its
Subsidiaries.
Section 2.12 "Share(s)" means the shares of the Company's Common Stock,
$6.00 par value.
Section 2.13 "Stock Option" means an option granted under the Plan to
purchase Shares and which is intended not to qualify as an incentive stock
option under Section 422 of the Code.
ARTICLE 3
Administration
Section 3.1 (a) The Plan shall be administered by the Committee. The
Committee shall have authority in its sole discretion, subject to and not
inconsistent with the express provisions of the Plan, to administer the Plan
and to exercise all the powers and authorities either specifically granted to
it under the Plan or necessary or advisable in the administration of the Plan,
including without limitation, authority to select the Participants to be
granted Options, to determine the size and terms of the Options to be granted
to each participant selected, to determine the time or times when the Options
will be granted, the period or periods during which Options will be
exercisable, and to prescribe the form of the agreements embodying Options
granted under the Plan.
(b) The Committee shall be authorized to interpret the Plan and
establish, amend and rescind any rules and regulations relating to the Plan,
and to make any other determinations which it believes necessary or advisable
for the administration of the Plan. The Committee may correct any defect,
supply any omission or reconcile any inconsistency in the Plan or in any
Option in the manner and to the extent the Committee deems necessary or
desirable to carry it into effect.
(c) In no event, however, shall the Committee have the right to grant
dividend equivalents in respect of Options or to cancel outstanding Options
for the purpose of replacing or regranting such Options with a purchase price
that is less than the purchase price of the original Option.
(d) The Committee shall maintain a written record of its proceedings.
Any decision of the Committee in the administration of the Plan, as described
herein, shall be final and conclusive and binding on all persons affected by
the decision, including the Company, any Participant or Optionee or any person
claiming any rights under the Plan from or through any Participant or
Optionee. The Committee may delegate to one or more of its members or to any
officer or officers of the Company such administrative duties under the Plan
as the Committee may deem advisable.
ARTICLE 4
Eligibility and Participation
Section 4.1 Options may be granted to key employees as the Committee may
from time to time select. Any Participant shall be eligible to receive one or
more Options subject to the limitation set forth in Article 5. In determining
the persons to whom Options are to be granted and the number of Shares subject
to each Option grant, the Committee shall take into consideration the person's
present and potential contribution to the success of the Company and such
other factors as the Committee may deem proper and relevant. For purposes of
participation in the Plan, the term Company shall include any entity that is
directly or indirectly controlled by the Company or any entity, including an
acquired entity, in which the Company has a significant equity interest, as
determined by the Committee.
ARTICLE 5
Limitations on Grants
Section 5.1 There may be delivered under the Plan an aggregate number of
Shares of not more than 350,000 Shares, subject to adjustment as provided in
Section 5.2. The aggregate number of Shares that may be covered by Options
granted to a single individual under the Plan shall not exceed 350,000 Shares.
Shares delivered pursuant to the Plan may consist in whole or in part of
authorized and unissued Shares or reacquired Shares and held in treasury and
no fractional Shares shall be delivered under the Plan. Cash may be paid in
lieu of any fractional Shares in the exercise of Options under the Plan. In
the event that Options shall be forfeited or canceled, or Options which shall
terminate or expire without being exercised in whole or in part, new Options
may be granted covering the Shares that were either not purchased and as such
forfeited, canceled, terminated or expired. For purposes of this Section, the
number of Shares deemed to be delivered under the Plan upon the exercise of an
Option shall equal the number of Shares as to which the Option is exercised
less the number of Shares tendered, if any, pursuant to Section 6.6. However,
the number of Shares deemed exercised by the Optionee under the applicable
Option(s) shall be the full number of Shares specified in the exercise notice
required under Section 6.6.
Section 5.2 In the event of any change in the number of outstanding
Shares or Share price by reason of any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization, combination or
exchange of equity securities or other distribution (other than normal cash
dividends) of the Company assets to stockholders, or any other similar change,
or if there are limitations on the numbers or kinds of Shares that may be
delivered as set forth in Section 5.1 under the Plan, or in the exercise price
per Share relating thereto, an adjustment shall be made by the Committee to
carry out the intent of the Plan by providing each Participant with the same
value of the incentive Options as was intended through previous Option
grant(s). Any such adjustments shall be conclusive and binding for all
purposes of the Plan.
ARTICLE 6
Terms and Conditions of Stock Options
Section 6.1 An Option under the Plan shall be in such form as the
Committee may from time to time approve. Each Option shall be subject to the
terms and conditions provided in this Article 6 and shall contain such other
or additional terms and conditions as the Committee may deem desirable, but in
no event shall such terms and conditions be inconsistent with the Plan and, in
the case of Options, require the Options to comply with the provisions of the
Code applicable to incentive stock options as described in Section 422 of the
Code.
Section 6.2 The purchase price per Share under an Option shall be
determined by the Committee, but may not be less than 100 percent of the Fair
Market Value of a Share on the date the Option is granted; provided however,
that in the case of any Option granted hereunder prior to either or both of
the stockholder approval and authorization by the Vermont Public Service Board
contemplated by Article 8 hereof, for the purpose of determining the purchase
price per share, such Option shall be deemed to have been granted on the date
of the earlier to occur of such approval and authorization.
Section 6.3 The period during which an Option may be exercised shall be
fixed by the Committee; provided that no Option shall be exercisable after the
expiration of ten years from the date such Option is granted, except as
otherwise provided.
Section 6.4 An Optionee's Options shall expire three months after the
termination of the Optionee's employment for any reason other than death,
Disability, or Retirement and shall be limited to the shares which could have
been purchased by the Optionee at the date of termination of employment.
Section 6.5 (a) Upon the termination of an Optionee's employment by
reason of death, Disability, or Retirement, Options held on the termination
date by such Optionee shall be exercisable, irrespective of whether the
Options were fully exercisable on that date. The Optionee's Options shall
expire unless exercised within one year from the date of such termination of
employment.
(b) The Committee may, at any time on or before the termination of the
exercise period of an Optionee's Options, extend the exercise period for any
Optionee whose employment has terminated due to death, Disability or
Retirement. If so extended, the term of the exercise period shall expire on
the date specified by the Committee, which date shall be no later than the
date which is sixty (60) months following the date of the Participant's
termination of employment. In no event may the term of an Option including
extensions, exceed the term set forth in Section 6.3 above.
Section 6.6 An Option may be exercised in whole or in part from time to
time during the Option period (or, if determined by the Committee, in
specified installments during the Option period) by giving written notice of
exercise to the Secretary of the Company specifying the number of Shares to be
purchased. Notice of exercise of an Option must be accompanied by payment in
full of the purchase price either by cash or such other method as may be
permitted by the Committee, including but not limited to (i) personal check,
(ii) tendering (either actually or by attestation) Shares owned by the
Optionee having a Fair Market Value at the date of exercise equal to such
purchase price, (iii) a third-party exercise procedure, or (iv) in a
combination of the foregoing. An Optionee shall have the rights of a
shareholder only with respect to Shares for which certificates have been
issued to such person.
Section 6.7 (a) As a condition to the delivery of any Shares pursuant to
the exercise of an Option, the Committee may require that the Optionee, at the
time of such exercise, pay to the Company an amount to satisfy any applicable
tax withholding obligation or such greater amount of withholding as the
Committee shall determine from time to time, or the Committee may take such
other action as it may deem necessary to satisfy any such withholding
obligations.
(b) The Committee, in its sole discretion, may permit or require an
Optionee to satisfy all or a part of the tax withholding obligations incident
to the exercise of an Option by having the Company withhold a portion of the
Shares that would otherwise be issuable to the Optionee. Such Shares shall be
valued based on their Fair Market Value on the date the tax withholding is
required to be made. Any such Share withholding with respect to an Optionee
subject to Section 16(a) of the Exchange Act shall be subject to such
limitations as the Committee may impose to comply with the requirements of
Section 16 of the Exchange Act.
ARTICLE 7
General Provisions
Section 7.1 Each grant under the Plan shall be subject to the
requirement that if the Committee shall determine, at any time, that: (a) the
listing, registration or qualification of the Shares subject or related
thereto upon any securities exchange or under any state or federal law, or (b)
the consent or approval of any governmental regulatory body, or (c) an
agreement by the Participant with respect to the disposition of Shares is
necessary or desirable as a condition of, or in connection with, the granting
or the issuance or purchase of Shares thereunder, such grant may not be
consummated in whole or in part unless such listing, registration,
qualification, consent, approval or agreement shall have been effected or
obtained free of any conditions not acceptable to the Committee.
Section 7.2 The Board of Directors may discontinue the Plan at any time,
and may amend it from time to time, but no amendment, without the approval by
stockholders, may (a) increase the total number of Shares which may be issued
under the Plan, except as provided in Section 5.2 hereof, (b) change the class
of Participants of the Company to whom options may be granted, or (c) cause
the Plan to no longer comply with the Exchange Act or any other federal or
state statutory or regulatory requirements.
Section 7.3 Subject to the terms of the Plan, the Committee may modify
outstanding grants under the Plan or accept the surrender of outstanding
grants and make new grants in substitution for them. Notwithstanding the
foregoing, no modification of any grant shall adversely alter or impair any
rights or obligations of the Participant without the Participant's consent.
Section 7.4 Any grant under the Plan may be canceled at any time with
the consent of the Participant and a new grant may be provided to such
Participant in lieu thereof.
Section 7.5 Shares distributed pursuant to the Plan shall be made
available from authorized but unissued shares or from shares purchased or
otherwise acquired by the Company, as shall be determined from time to time by
the Committee.
Section 7.6 Participants under the Plan, unless otherwise provided by
the Plan, shall have no rights as shareholders by reason thereof unless and
until certificates for shares of stock are issued to them.
Section 7.7 Except as expressly provided in the Plan, no grant of
Options shall be transferable except by will, the laws of descent and
distribution or a qualified domestic relations order ("QDRO") as defined by
the Code or Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder. During the lifetime of the Optionee, except
as expressly provided in the Plan, grants under the Plan shall be exercisable
only by such Optionee or by the guardian or legal representative of such
Optionee or pursuant to a QDRO.
Section 7.8 Determinations by the Committee under the Plan (including
without limitation, determinations of the persons to receive grants, the form,
amount and timing of such grants, and the terms, conditions and provisions of
such grants and the agreements evidencing the same) need not be uniform and
may be made by it selectively among persons who receive or are eligible to
receive grants under the Plan, whether or not such persons are similarly
situated.
Section 7.9 No employee or other person shall have any claim or right to
be granted Options under the Plan. Neither the Plan nor any action taken
hereunder shall be construed as giving any Participant any right to be
retained in the employ of the Company or any subsidiary or affect any right of
the Company or any subsidiary to terminate any Participant's employment.
Section 7.10 At the time of grant and by accepting any grant of Options
under the Plan, each Participant and each person claiming through such
Participant shall be conclusively deemed to have indicated such Participant's
acceptance and ratification of, and consent to, any action taken under the
Plan by the Company, the Board, or the Committee.
Section 7.11 The Plan shall become effective as of May 6, 1997 subject
to approval by stockholders at the Company's Annual Meeting of Stockholders.
No grant may be given under the Plan after May 6, 2006, but grants theretofore
granted may extend beyond such date.
Section 7.12 Unless otherwise determined by the Committee, the Plan
shall be unfunded and shall not create (or be construed to create) a trust or
a separate fund or funds. The Plan shall not establish any fiduciary
relationship between the Company and any Participant, Optionee or other
person. To the extent any person holds any rights by virtue of an Option
granted under the Plan, such rights shall constitute general unsecured
liabilities of the Company and shall not confer upon such person any right,
title or interest in any assets of the Company.
Section 7.13 The Plan may be amended at any time and from time to time
by the Board and without the approval of stockholders of the Company, except
that no amendment which increases the aggregate number of shares which may be
delivered pursuant to the Plan or which, in the absence of stockholder
approval, would cause the Plan not to comply with the Exchange Act or Section
162(m) of the Code shall be effective unless and until the same is approved by
the stockholders of the Company. No amendment of the Plan shall materially
adversely affect any of the rights or obligations of any person, without such
person's written consent under any Option granted under the Plan.
Section 7.14 The Plan shall terminate upon the earlier of the following
dates or events to occur:
(a) upon the adoption of a resolution of the Board terminating the Plan;
or
(b) the tenth anniversary of obtaining stockholder approval.
After termination of the Plan, no Options may be granted. No termination of
the Plan shall materially adversely affect any of the rights or obligations of
any person, without such person's written consent, under any Option
theretofore granted under the Plan.
Section 7.15 The Plan shall be submitted to the stockholders of the
Company for approval. Shares may not be delivered under the Plan unless and
until such delivery is authorized by the Vermont Public Service Board.
Options may be granted hereunder prior to such approval and authorization but
shall be contingent upon obtaining such approval and authorization. The
stockholders of the Company shall be deemed to have approved the Plan only if
it is approved at a meeting of the stockholders duly held by vote taken in the
manner required by the laws of the State of Vermont.
Section 7.16 The provisions of the Plan shall take precedence over any
conflicting provision contained in an Option. The Plan shall be governed by
and construed in accordance with the laws of the State of Vermont. If any
term or provision of the Plan is held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remainder of the term and provisions
will remain in full force and effect and will in no way be affected, impaired
or invalidated.
ARTICLE 8
Acceleration and Change in Control
Section 8.1 Notwithstanding anything herein to the contrary, if a change
in control of the Company occurs, or if the Committee determines in its sole
discretion that an acceleration event has occurred, then all Stock Options
shall become fully exercisable as of the date such change in control occurred
or the Committee determines that an acceleration event has occurred.
For the purposes of the Plan, an acceleration event may be deemed to have
occurred if the Board of Directors determines that a particular event
involving the Company has or will change the Company's (a) main core of
business, (b) nature of its products and/or services, or (c) typical
consumer of its products and/or services, or (d) business so profoundly that
the Board of Directors decides that an acceleration event has occurred.
For purposes of the Plan a change in control of the Company shall be
deemed to have occurred if the conditions set forth in any one of the
following paragraphs shall have been satisfied:
(i) the acquisition, directly or indirectly, of securities of the
Company representing 20% or more of the combined voting power of the Company's
then outstanding securities by any third person including a "Group" as that
term is used in Section 13(d)(3) of the Securities Exchange Act of 1934; or
(ii) a change in the membership of the Board of Directors over a period
of two consecutive years in which the members of the Board at the beginning of
the period cease for any reason to be at least two-thirds of the Board at the
end of the period; or
(iii) the acquisition by a third person either directly or indirectly,
of the right to own, control or hold with power to vote 10% or more of the
outstanding voting securities of the Company, if immediately subsequent to the
acquisition of the Company's voting securities by such third person: (a)
such third person shall be a "public utility holding company" within the
meaning of the 1935 Act, whether or not exempt from registration thereunder,
or (b) the Company shall be in danger of losing its exemption under the 1935
Act or shall otherwise be required to register under the 1935 Act.
EXHIBIT 5
JOSEPH M. KRAUS
VICE PRESIDENT, CORPORATE SECRETARY AND GENERAL COUNSEL
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
LEGAL DEPARTMENT
77 GROVE STREET
RUTLAND, VT 05701
June 16, 1998
Central Vermont Public Service Corporation
77 Grove Street
Rutland, VT 05701
Ladies and Gentlemen:
I am General Counsel of Central Vermont Public Service Corporation, a
Vermont corporation
(the "Company"), and have acted as such in connection with the registration
by the Company
under the Securities Act of 1933, as amended, of 350,000 shares of Common
Stock, $6.00 par
value per share, of the Company ("Common Stock") issuable under the Central
Vermont Public
Service Corporation Stock Option Plan for Key Employees (the "Plan") on a
Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and
Exchange Commission (the "Commission").
In rendering the opinions hereinafter expressed, I have examined
originals or copies certified
or otherwise identified to my satisfaction of all such records of the
Company, agreements and
other instruments, certificates of public officials, certificates of
officers and representatives of the
Company and such other documents as we have deemed necessary as a basis
of the opinions
expressed below. In my examination, I have assumed (and have not
verified) (i) that the
signatures on all documents which I have examined are genuine, (ii)
the authenticity of all
documents submitted to me as originals and (iii) the conformity with
authentic original documents
of all documents submitted to me as copies. As to various questions of
fact material to such
opinions, I have, when relevant facts were not independently established,
relied upon certifications
of officers of the Company and other appropriate persons.
Based on the foregoing, and having regard to legal considerations I
deem relevant, I am of the
opinion that when said shares of Common Stock have been registered under
the Securities Act of
1933, as amended, and when said shares of Common Stock have been issued as
provided under
the Plan, said shares of Common Stock will be duly authorized, validly
issued and outstanding,
fully paid and nonassessable, with no personal liability attaching to the
ownership thereof.
The foregoing opinions are limited to matters involving the federal laws
of the United States of
America and the general corporate law of the State of Vermont, and I do not
express any opinion
as to the laws of any other jurisdiction.
This opinion is addressed to you solely in connection with the matters
referred to herein and is
not to be relied upon by any other person, except the New York Stock
Exchange and the
Commission, or for any other purpose.
I hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and
further consent to the use of our my wherever it appears in the
Registration Statement and any
amendment thereto, and the Prospectus relating thereto.
Very truly yours,
/s/ Joseph M. Kraus
Joseph M. Kraus
EXHIBIT 23.2
ARTHUR ANDERSEN LLP
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 February 23,
1998 included in Central Vermont Public Service Corporation's Form 10-K for
the year ended December 31, 1997 and to all references to our firm included
in this registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Boston, Massachusetts
June 11, 1998
