As filed with the Securities and Exchange Commission on February 25, 1994
Registration No. 33-_____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
NEW JERSEY RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 22-2376465
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1415 Wyckoff Road
Wall, New Jersey 07719
(Address of registrant's principal executive offices)
__________________
NEW JERSEY RESOURCES CORPORATION EMPLOYEES'
RETIREMENT SAVINGS PLAN
(Full title of the plan)
OLETA J. HARDEN
Senior Vice President, Secretary and
Assistant Treasurer
NEW JERSEY RESOURCES CORPORATION
1415 Wyckoff Road
Wall, New Jersey 07719
(Name and address of agent for service)
(908) 938-1482
(Telephone number, including area code, of agent for service)
Copies to:
E. ELLSWORTH McMEEN, III, ESQ.
LEBOEUF, LAMB, GREENE & MACRAE
125 West 55th Street
New York, New York 10019
(212) 424-8083
__________________
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Title of maximum maximum
securities Amount to offering aggregate Amount of
to be be price offering registration
registered* registered per unit** price** fee
- -------------------------------------------------------------------------------
Common Stock, 150,000 $26.56 $3,984,000 $1,373.79
par value $2.50 shares
per share
===============================================================================
*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.
**Determined on the basis of the average of the reported high and
low sales prices on February 23, 1994 in accordance with Rule
457(c) under the Securities Act of 1933 solely for the purpose of
calculating the registration fee pursuant to Rule 457(h).
===============================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have heretofore been filed by New Jersey
Resources Corporation (the "Company" or "NJR") and the New Jersey Resources
Corporation Employees' Retirement Savings Plan (the "Plan") with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference in this Registration Statement:
1. The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1992.
2. The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1993.
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1993.
4. The Company's Current Report on Form 8-K dated January 5, 1994.
5. The description of the Company's common stock, par value $2.50 per
share (the "Common Stock"), contained in the Company's Registration Statement
on Form 8-A, dated June 15, 1982, as updated by pertinent information furnished
in subsequent reports filed pursuant to Section 13 of the Exchange Act.
All documents filed by the Company and the Plan with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment that indicates that all securities offered
hereby have been sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be 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 herein or
in any other subsequently filed document which also is 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.
The Company hereby undertakes to provide without charge to each
participant in the Plan, on the written or oral request of any such person, a
copy of any or all of the documents referred to above which have been or may be
incorporated in this Registration Statement by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference in such documents). Requests for such copies should be directed to
Oleta J. Harden, Senior Vice President, Secretary and Assistant Treasurer, New
Jersey Resources Corporation, 1415 Wyckoff Road, Wall, New Jersey 07719,
telephone number: (908) 938-1482.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The financial statements and schedules of the Company and the Plan, which
are incorporated herein by reference to the Company's Annual Report on Form 10-
K for the fiscal year ended September 30, 1993 and the Plan's Annual Report on
Form 11-K for the fiscal year ended December 31, 1992, respectively, have been
audited by Deloitte & Touche, independent public accountants, as indicated in
their reports with respect thereto. Such financial statements and schedules
are included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports. Said firm is not employed by
the Company on a contingent fee basis and has no ownership or other interest in
the Company or a subsidiary of the Company.
<PAGE>
The shares of Common Stock which may be held under the Plan will be
original issuance shares. The legality of the shares of Common Stock of the
Company will be passed upon for the Company by LeBoeuf, Lamb, Greene & MacRae,
a partnership including professional corporations, New York, New York and
Newark, New Jersey, legal counsel to the Company. LeBoeuf, Lamb, Greene &
MacRae is not employed by the Company on a contingent fee basis and has no
substantial ownership or other interest in the Company or a subsidiary of the
Company.
Item 6. Indemnification of Directors and Officers.
Article IX of the Company's bylaws provides as follows:
"Section 1:(a) The Company shall indemnify to the fullest
extent from time to time permitted by law any person who was or
is a party or is threatened to be made a party to any
threatened, pending or completed civil, criminal, administrative
or arbitrative action, suit or proceeding, and any appeal
therein and any inquiry or investigation which could lead to
such action, suit or proceeding, other than a proceeding by or
in the right of the Company, by reason of the fact that he was a
director, officer or employee of the Company (and may indemnify
any person who was an agent of the Company) or a person serving
at the request of the Company as a director, officer, trustee or
employee of another corporation, partnership, joint venture,
sole proprietorship, trust, employee benefit plan or other
enterprise, whether or not for profit, including without
limitation indemnification against liabilities (amounts paid or
incurred in satisfaction of settlements, judgments, fines and
penalties) and expenses (reasonable costs, disbursements and
counsel fees) incurred by such person in connection with such
proceeding, if
(i) 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 Company; and
(ii) with respect to any criminal proceeding, such
person had no reasonable cause to believe his conduct was
unlawful.
The termination of any proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not of itself create a presumption that such
person did not meet the applicable standards of conduct set
forth in Article IX, Section 1(a)(i) or Section 1(a)(ii).
(b) The Company shall pay the expenses of a person in
connection with any proceeding by or in the right of the Company
if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Company.
However, in such proceeding no indemnification shall be provided
in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Company, unless and
only to the extent that the Superior Court or the court in which
such proceeding was brought shall determine upon application
that despite the adjudication of liability, but in view of all
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the Superior Court or
such other court shall deem proper.
(c) Any indemnification under Section 1(a) and, unless
ordered by a court, under Section 1(b), may be made by the
Company only as authorized in a specific case upon a
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<PAGE>
determination that indemnification is proper in the circumstances
because the director, officer or employee met the applicable standard
of conduct set forth therein. Unless otherwise provided in the
certificate of incorporation or by-laws, such determination shall be
made
(i) by the board of directors or a committee thereof,
acting by a majority vote of a quorum consisting of
directors who were not parties to or otherwise involved in
the proceeding; or
(ii) if such a quorum is not obtainable, or, even if
obtainable and such quorum of the board of directors or
committee by a majority vote of the disinterested directors
so directs, by independent legal counsel, in a written
opinion, such counsel to be designated by the board of
directors.
(d) Expenses incurred by a director, officer or employee in
connection with such a proceeding shall be paid by the Company
in advance of the final disposition of the proceeding as
authorized by the board of directors upon receipt of an
undertaking by or on behalf of such person to repay such amount
unless it shall ultimately be determined that he is entitled to
be indemnified as provided in this section.
(e) The indemnification and advancement of expenses
provided by or granted pursuant to the other subsections of this
section shall not exclude any other rights to which a person may
be otherwise entitled provided that no indemnification shall be
made to or on behalf of a person if a judgment or other final
adjudication adverse to such person establishes that his acts or
omissions (a) were in breach of his duty of loyalty to the
corporation or its shareholders, (b) were not in good faith or
involved a knowing violation of law, or (c) resulted in receipt
by the corporate agent of an improper personal benefit.
(f) The Company shall have the power to purchase and
maintain insurance on behalf of any director, officer or
employee of the Company against any expenses incurred in any
proceeding and any liabilities asserted against him by reason of
his being or having been such, whether or not the Company would
have the power to indemnify him against such expenses and
liabilities under the provisions of this Section. The Company
may purchase such insurance from, or such insurance may be
reinsured in whole or in part by, an insurer owned by or
otherwise affiliated with the Company, whether or not such
insurer does business with other insureds.
(g) All rights of indemnification under this Section shall
be deemed a contract between the Company and the person entitled
to indemnification under this Section pursuant to which the
Company and each such person intend to be legally bound. Any
repeal, amendment or modification thereof shall be prospective
only and shall not limit, but may expand, any rights or
obligations in respect of any proceeding whether commenced prior
to or after such change to the extent such proceeding pertains
to actions or failures to act occurring prior to such change.
(h) The indemnification and advancement of expenses
provided by, or granted pursuant to, this Section shall continue
as to a person who has ceased to be an officer, director or
employee in respect of matters arising prior to such time, and
shall inure to the benefit of the heirs, executors, and
administrators of such person."
-3-
<PAGE>
Subject to certain exceptions, the directors and officers of the Company
are insured under policies of insurance, within the limits and subject to the
limitations of the policies, against claims made against them, including claims
arising under the Securities Act of 1933, for acts in the discharge of their
duties. The premiums for such insurance are paid for by the Company.
The Company has entered into indemnification agreements with each of its
directors and officers providing that the Company shall indemnify them in every
case that they may be indemnified pursuant to Section 14A:3-5 of the New Jersey
Business Corporation Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
-----------
4(a) Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3-1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1992)
4(b) By-laws of the Company, as amended (incorporated by reference to
Exhibit 3-2 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1992)
4(c) New Jersey Resources Corporation Employees' Retirement Savings Plan
(incorporated by reference to Exhibit 28 to the Company's
Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on August 16, 1991, File No. 33-42288)
5 Opinion of LeBoeuf, Lamb, Greene & MacRae
23(a) Consent of LeBoeuf, Lamb, Greene & MacRae (included in Exhibit 5)
23(b) Consent of Deloitte & Touche
24 Powers of Attorney (see signature pages)
The Company undertakes that it will submit or has submitted the Plan and
any amendments thereto to the Internal Revenue Service (the "IRS") in a timely
manner and has made or will make all changes required by the IRS in order to
qualify the Plan under Section 401 of the Internal Revenue Code.
Item 9. Undertakings.
The Company 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;
-4-
<PAGE>
(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;
(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 (1)(i) and (1)(ii) 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 Company 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company'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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the provisions described under Item 6 above, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in said Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 said Act
and will be governed by the final adjudication of such issue.
-5-
<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 Township of Wall, State of New Jersey, on the 26th day of
January, 1994.
NEW JERSEY RESOURCES CORPORATION
/s/ Oliver G. Richard, III
--------------------------
Oliver G. Richard, III
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each officer and director of New
Jersey Resources Corporation whose signature follows constitutes and appoints
each of OLIVER G. RICHARD, III, LAURENCE M. DOWNES and GLENN C. LOCKWOOD as
such person's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) of and supplements to this Registration
Statement on Form S-8, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises to all intents and purposes and
as fully as such person might or could do in person, hereby ratifying and
confirming all that each such attorney-in-fact and agent, or a substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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 or dates indicated.
Signature Title Date
--------- ----- ----
/s/ Oliver G. Richard, III
- ---------------------------- President and Chief January 26, 1994
Oliver G. Richard, III Executive Officer and
Principal Executive Officer Director (Chairman of the
Board)
/s/ Laurence M. Downes
- ---------------------------- Senior Vice President and January 26, 1994
Laurence M. Downes Chief Financial Officer
Principal Financial Officer
/s/ Glenn C. Lockwood
- ---------------------------- Assistant Vice President, January 26, 1994
Glenn C. Lockwood Controller and Chief
Principal Accounting Officer Accounting Officer
/s/ Roger E. Birk
- ---------------------------- Director January 26, 1994
Roger E. Birk
-6-
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Bruce G. Coe
- ---------------------------- Director January 26, 1994
Bruce G. Coe
/s/ Joe B. Foster
- ---------------------------- Director January 26, 1994
Joe B. Foster
/s/ Warren R. Haas
- ---------------------------- Director January 26, 1994
Warren R. Haas
/s/ Dr. Shirley A. Jackson
- ---------------------------- Director January 26, 1994
Dr. Shirley A. Jackson
/s/ Dorothy K. Light
- ---------------------------- Director January 26, 1994
Dorothy K. Light
/s/ Donald E. O'Neill
- ---------------------------- Director January 26, 1994
Donald E. O'Neill
/s/ Richard S. Sambol
- ---------------------------- Director January 26, 1994
Richard S. Sambol
/s/ Charles G. Stalon
- ---------------------------- Director January 26, 1994
Charles G. Stalon
/s/ Thomas B. Toohey
- ---------------------------- Director January 26, 1994
Thomas B. Toohey
/s/ John J. Unkles, Jr.
- ---------------------------- Director January 26, 1994
John J. Unkles, Jr.
-7-
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
--------
New Jersey Resources Corporation Employees' Retirement Savings Plan has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Wall, State of New
Jersey on this 26th day of January, 1994.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the New Jersey Resources
Corporation Employees' Retirement Savings Plan, and each of the undersigned
persons, hereby constitutes and appoints each of OLIVER G. RICHARD, III,
LAURENCE M. DOWNES and GLENN C. LOCKWOOD, as its/his/her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for it/him/her and in its/his/her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) of and supplements to this Registration Statement on Form S-8 and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises to all intents and purposes and as fully as the said Plan itself and
each said person might or could do in person, hereby ratifying and confirming
all that each such attorney-in-fact and agent, or a substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
NEW JERSEY RESOURCES CORPORATION
EMPLOYEES' RETIREMENT SAVINGS PLAN
)
By: /s/ Hugo C. Bottino )
------------------------ )
Hugo C. Bottino )
)
/s/ Francis X. Colford )
------------------------ ) Members of the Pension
Francis X. Colford ) Administration Committee for the
) New Jersey Resources Corporation
/s/ Laurence M. Downes ) Employees' Retirement Savings Plan
------------------------ )
Laurence M. Downes )
)
/s/ Oleta J. Harden )
------------------------ )
Oleta J. Harden )
)
/s/ Timothy C. Hearne )
------------------------ )
Timothy C. Hearne )
-8-
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Members of the Pension Administration Committee for the New Jersey Resources
Corporation Employees' Retirement Savings Plan:
By: /s/ Hugo C. Bottino
-------------------------------- January 26, 1994
Hugo C. Bottino
/s/ Francis X. Colford
-------------------------------- January 26, 1994
Francis X. Colford
/s/ Laurence M. Downes
-------------------------------- January 26, 1994
Laurence M. Downes
/s/ Oleta J. Harden
-------------------------------- January 26, 1994
Oleta J. Harden
/s/ Timothy C. Hearne
-------------------------------- January 26, 1994
Timothy C. Hearne
-9-
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
No. Page No.
- ------- --------
4(a) Restated Certificate of Incorporation of the Company, as
amended (incorporated by reference to Exhibit 3-1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1992)
4(b) By-laws of the Company, as amended (incorporated by
reference to Exhibit 3-2 to the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1992)
4(c) New Jersey Resources Corporation Employees' Retirement
Savings Plan (incorporated by reference to Exhibit 28 to
the Company's Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on August 16,
1991, File No. 33-42288)
5 Opinion of LeBoeuf, Lamb, Greene & MacRae
23(a) Consent of LeBoeuf, Lamb, Greene & MacRae (included in
Exhibit 5)
23(b) Consent of Deloitte & Touche
24 Powers of Attorney (see signature pages)
EXHIBIT 5
---------
LeBOEUF, LAMB, GREENE & MacRAE
A Partnership Including Professional Corporations
125 West 55th Street
New York, New York 10019-5389
February 25, 1994
New Jersey Resources Corporation
1415 Wyckoff Road
Wall, New Jersey 07719
Ladies and Gentlemen:
We have acted as counsel for New Jersey Resources
Corporation, a New Jersey corporation (the "Company"), in
connection with its Registration Statement on Form S-8 (the
"Registration Statement") executed and filed for the purpose of
registering under the Securities Act of 1933, 150,000 shares of
the Company's common stock, par value $2.50 per share (the
"Additional Common Stock"), to be sold pursuant to the Company's
Employees' Retirement Savings Plan (the "Plan").
In connection with this opinion, we have examined
originals, or copies certified or otherwise identified to our
satisfaction, of such instruments, certificates, records and
documents, and have reviewed such questions of law, as we have
deemed necessary or appropriate for purposes of this opinion. In
such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, the conformity to the original documents of all
documents submitted as copies and the authenticity of the
originals of such latter documents. As to any facts material to
our opinion, we have relied upon the aforesaid instruments,
certificates, records and documents and inquiries of Company
representatives.
Based upon the foregoing examination, we are of the
opinion that the Additional Common Stock, when sold pursuant to
the Plan, will be validly issued, fully paid and non-assessable
shares, and the Plan participants who are credited with the same
will be entitled to the rights and privileges pertaining thereto
as set forth in the Restated Certificate of Incorporation of the
Company, provided that:
(a) the Registration Statement shall have become and
remain effective for the purpose of the sale of
the Additional Common Stock; and
(b) shares of the Additional Common Stock are duly
credited to Plan participants by the agent for the
participants and the consideration therefor shall
have been received by the Company.
We are, in this opinion, opining only on the law of the
State of New Jersey (without reference to "blue sky" matters) and
the federal law of the United States.
We consent to the filing of this opinion as Exhibit 5
to the Registration Statement and the use of our name therein,
and in any amendments thereto.
Very truly yours,
LeBoeuf, Lamb, Greene & MacRae
EXHIBIT 23(b)
-------------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of New York Resources Corporation on Form S-8 of our
reports dated November 1, 1993 and June 29, 1993, appearing in
the Annual Report on Form 10-K of New Jersey Resources
Corporation for the year ended September 30, 1993 and in the
Annual Report on Form 11-K of New Jersey Resources Corporation
Employees' Retirement Savings Plan for the year ended December
31, 1992, respectively. We also consent to the reference to us
under the heading "Item 5 Interests of Named Experts and Counsel"
in such Registration Statement.
DELOITTE & TOUCHE
Parsippany, New Jersey
February 22, 1994
