REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TECO ENERGY, INC.
(Exact name of registrant as specified in its charter)
Florida 59-2052286
(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification No.)
702 North Franklin Street, Tampa, Florida 33601
(Address of Principal Executive Offices)
1996 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
ROGER H. KESSEL, ESQ.
Senior Vice President - General Counsel and Secretary
TECO Energy, Inc
702 North Franklin Street
Tampa, Florida 33601
(813) 228-4300
(Name, address and telephone number of agent for service)
with copies to:
DAVID R. POKROSS, JR., ESQ.
Palmer & Dodge
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price aggregate offering registration
per share(1) price(1) fee
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 3,750,000 shares (2) $24.1250 $90,468,750 $31,196
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(h) and based upon the average of the high and
low sale prices on April 10, 1996 as reported by the consolidated reporting
system.
(2) This Registration Statement registers 3,750,000 shares of Common Stock under
the 1996 Equity Incentive Plan. An aggregate of 4,000,000 shares of Common
Stock has previously been registered under such plan (SEC File No.
33-35927).<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Statement Regarding Incorporation by Reference from Effective Registration
Statement
This Registration Statement covers additional securities of the same
class as the securities of the Registrant registered on Form S-8 (Registration
No. 33-35927) filed with the Securities and Exchange Commission on July 23,
1990, the contents of which are hereby incorporated by reference, relating to
the Registrant's 1990 Equity Incentive Plan. The 1990 Equity Incentive Plan has
been amended and restated as the 1996 Equity Incentive Plan effective as of
April 17, 1996.
Item 8. Exhibits.
See Exhibit Index on page 5.
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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 Tampa, State of Florida, on this 17th day of April,
1996.
TECO ENERGY, INC.
By:/s/ Alan D. Oak
Alan D. Oak
Senior Vice President
- Finance and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the registrant and in the capacities indicated on April 17, 1996.
Signature Title
T. L. Guzzle* Chairman of the Board
T. L. Guzzle and Director
(Principal Executive Officer)
/s/ A. D. Oak Senior Vice President - Finance
A. D. Oak (Principal Financial and
Accounting Officer)
G. F. Anderson* President and Director
G. F. Anderson
C. D. Ausley* Director
C. D. Ausley
S. L. Baldwin* Director
S. L. Baldwin
H. L. Culbreath* Director
H. L. Culbreath
J. L. Ferman, Jr.* Director
J. L. Ferman, Jr.
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E. L. Flom* Director
E. L. Flom
H. R. Guild, Jr.* Director
H. R. Guild, Jr.
D. R. Hendrix* Director
D. R. Hendrix
R. L. Ryan* Director
R. L. Ryan
W. P. Sovey* Director
W. P. Sovey
J. T. Touchton* Director
J. T. Touchton
J. A. Urquhart* Director
J. A. Urquhart
J. O. Welch, Jr.* Director
J. O. Welch, Jr.
*By: /s/ A. D. Oak
A. D. Oak, Attorney-in-fact
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EXHIBIT INDEX
Exhibit Page
umber Description Number
5.1 Opinion of Palmer & Dodge LLP as to the legality
of the securities registered hereunder. Filed
herewith. 6
23.1 Consent of Coopers & Lybrand L.L.P.,
independent accountants. Filed herewith. 7
23.2 Consent of Palmer & Dodge LLP (contained in
Opinion of Palmer & Dodge LLP filed as
Exhibit 5.1).
24.1 Power of Attorney. Filed herewith. 8
99.1 TECO Energy, Inc. 1996 Equity Incentive Plan.
Filed herewith. 10
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Exhibit 5.1
PALMER & DODGE LLP
One Beacon Street
Boston, Massachusetts 02108
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
April 17, 1996
TECO Energy, Inc.
702 North Franklin Street
Tampa, Florida 33601
Ladies & Gentlemen:
We are rendering this opinion in connection with the
Registration Statement on Form S-8 (the "Registration Statement")
filed by TECO Energy, Inc. (the "Company") with the Securities
and Exchange Commission under the Securities Act of 1933 on or
about the date hereof. The Registration Statement relates to
3,750,000 shares (the "Shares") of the Company's Common Stock,
$1.00 par value, offered pursuant to the provisions of the
Company's 1996 Equity Incentive Plan (the "Plan").
We have acted as your counsel in connection with the
preparation of the Registration Statement and are familiar with
the proceedings taken by the Company in connection with the
authorization of the issuance and sale of the Shares. We have
examined all such documents as we consider necessary to enable us
to render this opinion.
Based upon the foregoing, we are of the opinion that when
issued in accordance with the terms of the Plan and the options
or other rights granted thereunder, the Shares will be duly
authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as part of
the Registration Statement.
Very truly yours,
Palmer & Dodge LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement of TECO Energy, Inc. on Form S-8 for its
1996 Equity Incentive Plan of our report dated Jan. 15, 1996 on
our audits of the consolidated financial statements of TECO
Energy, Inc. and subsidiaries as of Dec. 31, 1995 and 1994 and
for the years ended Dec. 31, 1995, 1994 and 1993, which report is
included in TECO Energy, Inc.'s 1995 Annual Report on Form 10-K.
Coopers & Lybrand L.L.P.
Tampa, Florida
April 17, 1996
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Exhibit 24.1
TECO ENERGY, INC.
POWER OF ATTORNEY
WHEREAS, the Board of Directors of TECO Energy, Inc., a
Florida corporation, at a meeting held on January 17, 1996,
authorized the officers and Directors of the Corporation to
execute a Registration Statement on Form S-8 and authorized the
officers of the Corporation to file said Registration Statement
with the Securities and Exchange Commission under the Securities
Act of 1933 as amended.
NOW, THEREFORE, each of the undersigned in his capacity as a
Director or officer or both, as the case may be, of said
Corporation, does hereby appoint R. H. Kessel, A. D. Oak and D.
R. Pokross, Jr., and each of them, severally, his true and lawful
attorneys or attorney to execute in his name, place and stead, in
his capacity as Director or officer or both, as the case may be,
of said Corporation, said Registration Statement and any and all
amendments thereto and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities
and Exchange Commission. Each of said attorneys has the power to
act hereunder with or without the other of said attorneys and
shall have full power of substitution and resubstitution. Each
of said attorneys shall have full power and authority to do and
perform in the name and on behalf of each of the undersigned, in
any and all capacities, every act whatsoever requisite or neces-
sary to be done in the premises, as fully and to all intents and
purposes as each of the undersigned might or could do in person,
and each of the undersigned hereby ratifies and approves the acts
of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned have executed this
instrument on the dates set forth below.
/s/T. L. Guzzle January 17, 1996
T. L. Guzzle, Chairman of the Board
(Principal Executive Officer) and Director
/s/ A. D. Oak January 17, 1996
A. D. Oak, Senior Vice President-Finance
(Principal Financial and Accounting Officer)
/s/ G. F. Anderson January 17, 1996
G. F. Anderson, President,
Director and Chief Operating Officer
/s/ C. D. Ausley January 17, 1996
C. D. Ausley, Director
/s/ S. L. Baldwin January 17, 1996
S. L. Baldwin, Director
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/s/ H. L. Culbreath January 17, 1996
H. L. Culbreath, Director
/s/ J. L. Ferman, Jr. January 17, 1996
J. L. Ferman, Jr., Director
/s/ E. L. Flom January 17, 1996
E. L. Flom, Director
/s/ H. R. Guild, Jr. January 17, 1996
H. R. Guild, Jr., Director
/s/ D. R. Hendrix January 17, 1996
D. R. Hendrix, Director
/s/ R. L. Ryan January 17, 1996
R. L. Ryan, Director
/s/ W. P. Sovey January 17, 1996
W. P. Sovey, Director
/s/ J. T. Touchton January 17, 1996
J. T. Touchton, Director
/s/ J. A. Urquhart January 17, 1996
J. A. Urquhart, Director
/s/ J. O. Welch January 17, 1996
J. O. Welch, Jr., Director
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Exhibit 99.1
TECO ENERGY, INC.
1996 EQUITY INCENTIVE PLAN
1. Purpose.
The purpose of the TECO Energy, Inc. 1996 Equity Incentive Plan (the
"Plan") is to attract and retain key employees of TECO Energy, Inc. (the
"Company") and its affiliates, to provide an incentive for them to achieve
long-range performance goals, and to enable them to participate in the long-
term growth of the Company by the granting of awards ("Awards") of, or based
on, the Company's common stock, $1.00 par value (the "Common Stock"). The
Plan is an amendment and restatement of the Company's 1990 Equity Incentive
Plan (the "1990 Plan"). No provision of the Plan will affect the rights and
privileges of holders of outstanding options under the 1990 Plan.
2. Administration.
The Plan will be administered by a committee of not less than three
members of the Board of Directors of the Company appointed by the Board to
administer the Plan (the "Committee"). Each member of the Committee will be a
"disinterested person" or the equivalent within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934, as amended from time to time (the
"Exchange Act"), and an "outside director" within the meaning of Section 162
of the Internal Revenue Code of 1986, as amended from time to time (the
"Code"). The Committee will select those persons to receive Awards under the
Plan ("Participants") and will determine the terms and conditions of all
Awards. The Committee will have authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the operation of the
Plan as it from time to time considers advisable, and to interpret the
provisions of the Plan. The Committee's decisions will be final and binding.
To the extent permitted by applicable law, the Committee may delegate to one
or more executive officers of the Company the power to make Awards to
Participants who are not subject to Section 16 of the Exchange Act and all
determinations under the Plan with respect thereto, provided that the
Committee will fix the maximum amount of such Awards for all such Participants
and a maximum for any one Participant.
3. Eligibility.
All employees of the Company (or any business entity in which the
Company owns directly or indirectly 50% or more of the total voting power or
has a significant financial interest as determined by the Committee) capable
of contributing significantly to the successful performance of the Company,
other than an employee who has irrevocably elected not to be eligible, are
eligible to be Participants in the Plan.
4. Stock Available for Awards.
(a) Amount. Subject to adjustment under subsection (b), Awards may
be made under the Plan for up to 3,750,000 shares of Common Stock, together
with all shares of Common Stock available for issue under the 1990 Plan on the
effective date of the Plan. If any Award (including any Award under the 1990
Plan) expires or is terminated unexercised or is forfeited or settled in a
manner that results in fewer shares outstanding than were awarded, the shares
subject to such Award, to the extent of such expiration, termination,
forfeiture or decrease, will again be available for award under the Plan.
Common Stock issued through the assumption or substitution of outstanding
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grants from an acquired company will not reduce the shares available for
Awards under the Plan. Shares issued under the Plan may consist in whole or
in part of authorized but unissued shares or treasury shares.
(b) Adjustment. In the event that the Committee determines that any
stock dividend, extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination, exchange of shares or
other change affects the Common Stock such that an adjustment is required in
order to preserve the benefits intended to be provided by the Plan, then the
Committee (subject in the case of incentive stock options to any limitation
required under the Code) will equitably adjust any or all of (i) the number
and kind of shares for which Awards may be made under the Plan, (ii) the
number and kind of shares subject to outstanding Awards and (iii) the exercise
price with respect to any of the foregoing. In making such adjustments, the
Committee may ignore fractional shares so that the number of shares subject to
any Award will be a whole number. If considered appropriate, the Committee
may make provision for a cash payment with respect to all or part of an
outstanding Award instead of or in addition to any such adjustment.
(c) Limit on Individual Grants. The maximum number of shares of
Common Stock subject to Stock Options and SARs that may be granted to any
Participant in the aggregate in any calendar year will not exceed 1,000,000
shares, subject to adjustment under subsection (b).
5. Types of Awards.
(a) Stock Grants. The Committee may make awards of shares of Common
Stock ("Stock Grants") upon such terms and conditions as the Committee
determines. Stock Grants may include without limitation restricted stock,
performance shares, performance-accelerated restricted stock and bonus stock.
S t ock Grants may be issued for no cash consideration, such minimum
consideration as may be required by applicable law or such other consideration
as the Committee may determine.
(b) Stock Options. The Committee may grant options ("Stock Options")
to purchase shares of Common Stock at an exercise price determined by the
Committee of not less than 100% of the fair market value of the Common Stock
on the date of grant and upon such terms and conditions as the Committee
determines. Stock Options may include without limitation incentive stock
options, nonstatutory stock options, indexed stock options, performance-vested
stock options, performance-accelerated stock options and reload options. No
incentive stock option may be granted under the Plan more than ten years after
the effective date of this restatement of the Plan. Payment of the exercise
price may be made in cash or, to the extent permitted by the Committee at or
after the grant of the Stock Option, in whole or in part by delivery of a
promissory note or shares of Common Stock owned by the optionee, including
Stock Grants, or by retaining shares otherwise issuable pursuant to the Stock
Option, in each case valued at fair market value on the date of delivery or
retention, or such other lawful consideration as the Committee may determine.
(c) Stock Equivalents. The Committee may grant rights to receive
payment from the Company based in whole or in part on the value of the Common
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Stock ("Stock Equivalents") upon such terms and conditions as the Committee
determines. Stock Equivalents may include without limitation phantom stock,
p e rformance units, dividend equivalents and stock appreciation rights
("SARs"). SARs granted in tandem with a Stock Option will terminate to the
extent that the related Stock Option is exercised, and the related Stock
Option will terminate to the extent that the tandem SARs are exercised. An
SAR will have an exercise price determined by the Committee of not less than
100% of the fair market value of the Common Stock on the date of grant, or of
not less than the exercise price of the related Stock Option in the case of an
SAR granted in tandem with a Stock Option. The Committee will determine at
the time of grant or thereafter whether Stock Equivalents are to be settled in
cash, Common Stock or other securities of the Company, other Awards or other
property.
6. General Provisions Applicable to Awards.
(a) Fair Market Value. The fair market value of the Common Stock or
any other property will be the fair market value of such property as
determined by the Committee in good faith or in the manner established by the
Committee from time to time.
(b) Reporting Person Limitations. Notwithstanding any other
provision of the Plan, to the extent required to qualify for the exemption
provided by Rule 16b-3 under the Exchange Act, Awards made to a person subject
to Section 16 of the Exchange Act will not be transferable by such person
other than by will or the laws of descent and distribution and are exercisable
during such person's lifetime only by such person or by such person's guardian
or legal representative. If then permitted by Rule 16b-3, such Awards will
also be transferable pursuant to a qualified domestic relations order as
defined in the Code or Title I of the Employee Retirement Income Security Act
or the rules thereunder.
(c) Documentation. Each Award under the Plan will be evidenced by a
writing delivered to the Participant specifying the terms and conditions
thereof and containing such other terms and conditions not inconsistent with
the provisions of the Plan as the Committee considers necessary or advisable
to achieve the purposes of the Plan. These terms and conditions may include
without limitation performance criteria, vesting requirements, restrictions on
transfer and payment rules. The Committee may establish the terms and
conditions at the time the Award is granted or may provide that such terms and
conditions will be determined at any time thereafter.
(d) Committee Discretion. Each type of Award may be made alone, in
addition to or in relation to any other Award. The terms of each type of
Award need not be identical, and the Committee need not treat Participants
uniformly. Except as otherwise provided by the Plan or a particular Award,
any determination with respect to an Award may be made by the Committee at the
time of grant or at any time thereafter.
(e) Dividends and Cash Awards. In the discretion of the Committee,
any Award under the Plan may provide the Participant with (i) dividends or
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dividend equivalents payable currently or deferred with or without interest
and (ii) cash payments in lieu of or in addition to an Award.
(f) Termination of Employment. The Committee will determine the
effect on an Award of the disability, death, retirement or other termination
of employment of a Participant and the extent to which, and the period during
which, the Participant's legal representative, guardian or beneficiary may
receive payment of an Award or exercise rights thereunder. A Participant may
designate a beneficiary in a manner determined by the Committee. In the
absence of an effective designation, a Participant's beneficiary will be the
Participant's estate.
(g) Change in Control. In order to preserve a Participant's rights
under an Award in the event of a change in control of the Company, the
Committee in its discretion may, at the time an Award is made or at any time
thereafter, take one or more of the following actions: (i) provide for the
acceleration of any time period relating to the exercise or payment of the
Award, (ii) provide for payment to the Participant of cash or other property
with a fair market value equal to the amount that would have been received
upon the exercise or payment of the Award had the Award been exercised or paid
upon the change in control, (iii) adjust the terms of the Award in a manner
determined by the Committee to reflect the change in control, (iv) cause the
Award to be assumed, or new rights substituted therefor, by another entity, or
(v) make such other provision as the Committee may consider equitable to the
Participant and in the best interests of the Company.
(h) Loans. The Committee may authorize the making of loans or cash
payments to Participants in connection with the grant or exercise of any Award
under the Plan, which loans may be secured by any security, including Common
Stock, underlying such Award, and which may be forgiven upon such terms and
conditions as the Committee may establish at the time of such loan or at any
time thereafter.
(i) Withholding Taxes. The Participant will pay to the Company, or
make provision satisfactory to the Committee for payment of, any taxes
required by law to be withheld in respect of Awards under the Plan no later
than the date of the event creating the tax liability. In the Committee's
discretion, such tax obligations may be paid in whole or in part in shares of
Common Stock, including shares retained from the Award creating the tax
obligation, valued at fair market value on the date of delivery or retention.
The Company and its affiliates may, to the extent permitted by law, deduct any
such tax obligations from any payment of any kind otherwise due to the
Participant.
(j) Foreign Nationals. Awards may be made to Participants who are
foreign nationals or employed outside the United States on such terms and
conditions different from those specified in the Plan as the Committee
considers necessary or advisable to achieve the purposes of the Plan or to
comply with applicable laws.
(k) Amendment of Award. The Committee may amend, modify or terminate
any outstanding Award, including substituting therefor another Award of the
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same or a different type and changing the date of exercise or realization,
provided that the Participant's consent to such action will be required unless
the action, taking into account any related action, would not adversely affect
the Participant.
(7) Miscellaneous.
(a) No Right To Employment. No person will have any claim or right
to be granted an Award. Neither the Plan nor any Award hereunder will be
deemed to give any employee the right to continued employment or to limit the
right of the Company to discharge any employee at any time.
(b) No Rights As Shareholder. Subject to the provisions of the
applicable Award, no Participant or beneficiary will have any rights as a
shareholder with respect to any shares of Common Stock to be distributed under
the Plan until he or she becomes the holder thereof. A Participant to whom
Common Stock is awarded will be considered the holder of such Common Stock at
the time of the Award except as otherwise provided in the applicable Award.
(c) Effective Date. The Plan will be effective on April 17, 1996.
(d) Amendment of Plan. The Board of Directors of the Company may
amend, suspend or terminate the Plan or any portion thereof at any time,
subject to any shareholder approval that the Board determines to be necessary
or advisable, provided that the Participant's consent will be required for any
amendment, suspension or termination that would adversely affect the rights of
the Participant under any outstanding Award.
(e) Governing Law. The provisions of the Plan will be governed by
and interpreted in accordance with the laws of Florida.
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