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As filed with the Securities and Exchange Commission on June 8, 2000
Registration No.
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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, NJ 07719
(Address of Principal Executive Offices
including Zip Code)
NEW JERSEY RESOURCES CORPORATION
LONG-TERM INCENTIVE COMPENSATION PLAN
(Full title of the Plan)
OLETA J. HARDEN
SENIOR VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
NEW JERSEY RESOURCES CORPORATION
1415 WYCKOFF ROAD
WALL, NJ 07719
(732) 938-1480
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered unit price fee
------------- ------------ --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, 750,000(1) (2) $29,434,125(2) $7,770.61
par value
$2.50 per share
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(1) To be offered pursuant to the New Jersey Resources Corporation Long-Term
Incentive Compensation Plan (the "Plan"). This Registration Statement
also covers 750,000 Rights to purchase one one-thousandth of a share of
Series A Junior Participating Cumulative Preferred Stock, par value $100
per share (the "Rights") which are appurtenant to and trade with the
Common Stock. Such indeterminate number of additional shares as may be
distributed by the operation of the recapitalization provisions of the
Plan is hereby also registered.
(2) Computed pursuant to Rule 457(h) solely for the purpose of determining
the registration fee, based upon (i) the aggregate exercise price of
$38.81 with respect to 100,000 Awards previously granted under the Plan
but not previously registered and (ii) an assumed price of $39.31 per
share, the average of the high and low sale prices of the Registrant's
Common Stock as reported on the New York Stock Exchange on June 1, 2000,
with respect to shares of Common Stock that remain available for future
Awards under the Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Except as indicated below, the contents of the earlier registration
statement, file number 333-59013, are incorporated by reference.
Item 5. Interests of Named Experts and Counsel
Oleta J. Harden, who is providing the opinion of counsel for this
Registration Statement, is currently employed by the Company with the title of
Senior Vice President, General Counsel & Secretary. Additionally, Ms. Harden has
received stock options to purchase 28,686 shares of Common Stock under the terms
of the Plan, and she is eligible to receive additional awards under the Plan in
the future.
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2
SIGNATURES
The Registrant. 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 Wall, State of New Jersey on the 5th day of
June, 2000.
NEW JERSEY RESOURCES CORPORATION
By: /s/ Glenn C. Lockwood
-------------------------------
Glenn C. Lockwood
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Laurence M. Downes Chairman of the Board, President and Chief
--------------------------- Executive Officer (Principal Executive Officer) June 5, 2000
Laurence M. Downes
/s/ Glenn C. Lockwood Senior Vice President and Chief Financial Officer
--------------------------- (Principal Financial and Accounting Officer) June 5, 2000
Glenn C. Lockwood
/s/ Nina Aversano Director June 7, 2000
---------------------------
Nina Aversano
/s/ Lawrence R. Codey Director June 7, 2000
---------------------------
Lawrence R. Codey
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3
<TABLE>
<S> <C> <C>
/s/ Leonard S. Coleman Director June 7, 2000
---------------------------
Leonard S. Coleman
/s/ Joe B. Foster Director June 7, 2000
---------------------------
Joe B. Foster
/s/ Hazel S. Gluck Director June 7, 2000
---------------------------
Hazel S. Gluck
/s/ James T. Hackett Director June 7, 2000
---------------------------
James T. Hackett
/s/ Lester D. Johnson Director June 7, 2000
---------------------------
Lester D. Johnson
/s/ Dorothy K. Light Director June 7, 2000
---------------------------
Dorothy K. Light
/s/ William H. Turner Director June 7, 2000
---------------------------
William H. Turner
/s/ Gary W. Wolf Director June 7, 2000
---------------------------
Gary W. Wolf
/s/ George R. Zoffinger Director June 7, 2000
---------------------------
George R. Zoffinger
</TABLE>
* By: /s/ Oleta J. Harden
-----------------------
Oleta J. Harden
Attorney-in-Fact
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
4.1 Restated Certificate of Incorporation of the
Company, as amended (incorporated by reference to
Exhibit 3.1 to the Company's 1996 Form 10-K (SEC
File No. 1-8359)).
4.2 By-Laws of the Company, as presently in effect
(incorporated by reference to the Company's Form
10-Q filed on February 10,2000).
4.3 Shareholder Rights Plan (incorporated by reference
to the Company's Current Report on Form 8-K filed on
August 2, 1996).
5 Opinion of Oleta J. Harden as General Counsel of the
Company (filed herewith).
23.1 Consent of Deloitte & Touche LLP (filed herewith).
23.2 Consent of Oleta J. Harden (included in Exhibit 5).
24 Powers of Attorney (filed herewith)
99 New Jersey Resources Corporation Long-Term Incentive
Compensation Plan (As Amended, Effective October 1,
1999) (incorporated by reference to the Company's
Proxy Statement for the 2000 Annual Meeting).
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