As filed with the Securities and Exchange Commission on July 27 , 2000
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Registration No. 33-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933
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GREEN MOUNTAIN POWER CORPORATION
(Exact name of registrant as specified in its charter)
Vermont 03-0127430
(State of incorporation) (IRS Employer Identification No.)
163 Acorn Lane
Colchester, Vermont 05446
(Address of principal executive offices)
GREEN MOUNTAIN POWER CORPORATION
2000 STOCK INCENTIVE PLAN
(Full title of the Plan)
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Nancy Rowden Brock
Vice President, Chief Financial Officer, Secretary and Treasurer
Green Mountain Power Corporation
163 Acorn Lane
Colchester, Vermont 05446
Telephone: (802) 655-8451
(Name, address and telephone numbers,
including area codes, of agent for service)
This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
will begin as soon as reasonably practicable after such effective date.
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
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Common Stock
Par Value $3.33 1/3 500,000 $ 7.8375* 3,918,750 $1,034.55
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*Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee based on estimated total contributions. Based upon
the average closing price per share of$7.8375 for the Common Stock on the New
York Stock Exchange during the five trading days prior to the filing of this
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registration statement.
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PART II
Item 3. Incorporation of Documents by Reference.
Green Mountain Power Corporation (the "Company") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission ( the "Commission"):
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
2000; and
3. The Company's Current Report on Form 8-K dated April 19, 2000.
All documents filed by the Company pursuant to Sections (13)(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement 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.
Item 4. Description of Securities.
Not Applicable.
Item 5. None
LEGAL OPINIONS
The legality of the shares of Common Stock offered hereby is being passed
upon for the Company by Hunton & Williams, New York, New York, special counsel
for the Company, and Jeffrey P. Trout, Esq., Senior Attorney of the Company.
Hunton & Williams will rely upon the opinion of Jeffrey P. Trout as to matters
of Vermont law.
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EXPERTS
The consolidated financial statements and schedules included in the
Company's annual report on Form 10-K for the fiscal year ended December 31, 1999
incorporated by reference in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
Item 6. Indemnification of Directors and Officers.
The Vermont Business Corporation Act (11A 8.51, 8.52, 8.54, 8.55 and
8.56) provides, in pertinent part, as follows:
(8.51) (a) Except as provided in subsection (d) of this section, a
corporation may indemnify an individual made a party to a preceding because
the individual is or was a director against liability incurred in the
proceeding if: (1) the director conducted himself or herself in good faith;
and (2) the director reasonably believed: (A) in the case of conduct in the
director's official capacity with the corporation, that the director's
conduct was in its best interests; and (B) in all other cases, that the
director's conduct was at least not opposed to its best interests; and (3)
in the case of any proceeding brought by a governmental entity, the
director had no reasonable cause to believe his or her conduct was
unlawful, and the director is not finally found to have engaged in a
reckless or intentional unlawful act.
(b) A director's conduct with respect to an employee benefit plan for
a purpose the director reasonably believed to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirements of subdivision (a)(2)(B) of this section.
(c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of
conduct described in this section.
(d) A corporation may not indemnify a director under this section: (1)
in connection with a proceeding by or in the right of the corporation in
which the director was adjudged liable to the corporation; or (2) in
connection with any other proceeding charging improper personal benefit to
the director, whether or not involving action in the director's official
capacity, in which the director was adjudged liable on the basis that
personal benefit was improperly received by the director.
(e) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.
(8.52) Unless limited by its articles of incorporation, a corporation
shall indemnify a director who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which the director was a
party because the director is or was a director of the corporation against
reasonable expenses incurred by the director in connection with the
proceeding.
(8.54) A director of the corporation who is a party to a proceeding
may apply for indemnification to the court conducting the proceeding or to
another court of competent jurisdiction. On receipt of an application, the
court after giving any notice the court considers necessary may order
indemnification if it determines: (1) the director is entitled to mandatory
indemnification under section 8.52 or this title, in which case the court
shall also order the corporation to pay the director's reasonable expenses
incurred to obtain court-ordered indemnification; or (2) the director is
fairly and reasonably entitled to indemnification in view of all the
relevant circumstances, whether or not the director met the standard of
conduct set forth in section 8.51 of this title or was adjudged liable as
described in Section 8.51(d), but if the director was adjudged so liable
the director's indemnification is limited to reasonable expenses incurred.
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(8.55) (a) Except as provided in section 8.53 of this title, a
corporation may not indemnify a director under section 8.51 of this title
prior to the final resolution of a proceeding, whether by judgment, order,
settlement, conviction, plea, or otherwise, and unless authorized in the
specific case after a determination has been made that indemnification of
the director is permissible in the circumstances because the director has
met the standard of conduct set forth in section 8.51. (b) The
determination required by subsection (a) of this section, in accordance
with the terms of section 8.51 of this title, shall be made: (1) by the
board of directors by majority vote of a quorum consisting of directors not
at the time parties to the proceeding; (2) if a quorum cannot be obtained
under subdivision (1) of this subsection, by majority vote of a committee
duly designated by the board of directors (in which designation directors
who are parties may participate), consisting solely of two or more
directors not at the time parties to the proceedings; (3) by written
opinion of special legal counsel: (A) selected by the board of directors or
its committee in the manner prescribed in subdivision (1) or (2) of this
subsection; or (B) if a quorum of the board of directors cannot be obtained
under subdivision (1) and a committee cannot be designated under
subdivision (2), selected by majority vote of the full board of directors
(in which selection directors who are parties may participate); or (4) by
the shareholders, but shares owned by or voted under the control of
directors who are at the time parties to the proceeding may not be voted on
the determination. (c) Authorization of indemnification and evaluation as
to reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible, except that if the
determination is made by special legal counsel, authorization of
indemnification and evaluation as to reasonableness of expenses shall be
made by those entitled under subdivision (b)(3) of this section to select
counsel.
(8.56) Unless a corporation's articles of incorporation limit
indemnification of an officer, employee, or agent of the corporation: (1)
an officer of the corporation who is not a director is entitled to
mandatory indemnification under section 8.52 of this title, and is entitled
to apply for court-ordered indemnification under section 8.54 of this
title, in each case to the same extent as a director; (2) the corporation
may indemnify and advance expenses under this subchapter to an officer,
employee, or agent of the corporation who is not a director to the same
extent as a director.
Section 9 of Article IV of the Company's By-Laws, as amended, reads as follows:
"Section 9. Indemnification. This Corporation shall indemnify certain
persons threatened with or made a party to any action, suit or proceeding,
civil or criminal, by reason of the fact that he, his testator or
intestate, is or was a director or officer of this Corporation or of any
corporation which he served as such at the request of this Corporation,
against judgments, fines or penalties, and the reasonable cost and
expenses, including but not restricted to attorney's fees, actually and
reasonably incurred by him in connection with the defense of such action,
suit or proceeding or in connection with any appeal therein, except in
relation to matters as to which it shall be adjudged in such action, suit
or proceeding that such director or officer is liable for gross negligence
or misconduct in the performance of duty to the Corporation; provided,
however, that as to any matter disposed of by compromise by such person,
pursuant to a consent decree or otherwise, no indemnification either for a
compromise payment or for any other expenses shall be provided unless such
compromise shall be approved as in the best interests of the Corporation
after notice that it involves such indemnification: (a) by a disinterested
majority of the directors then in office; or (b) by a majority of the
disinterested directors then in office, provided that there has been
obtained an opinion in writing of independent legal counsel to the effect
that such person, his testator or intestate, as the case may be, appears
not to be liable for gross negligence or misconduct in the performance of
duty to the Corporation; or (c) by the holders of a majority of the
outstanding stock at the time entitled to vote for directors, voting as a
single class, exclusive of any stock owned by any interested director or
officer. Expenses reasonably incurred by any such person in connection with
the defense or disposition of any such action, suit or other proceeding
shall be paid from time to time by this Corporation in advance of the final
determination thereof upon receipt of a written undertaking from such
person to repay the amounts so paid by the Corporation if it is ultimately
determined that indemnification for such expenses is not required under
this section. The foregoing right to indemnity shall not be deemed
exclusive of any other rights to which such director or officer may be
entitled apart from the provisions of this paragraph."
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Subject to certain exceptions the directors, all corporate officers and
certain employees working in conjunction therewith and the heirs, assigns and
estates of such directors, officers and employees of the Corporation are insured
to the extent of 100% of the loss, with an overall limit of $25,000,000 because
of any claim or claims made against them, including claims arising under the
Securities Act of 1933, and caused by any negligent act, any error, any omission
or any breach of duty while acting in their capacities as such directors or
officers, and the Corporation is insured to the extent that it shall have
indemnified the directors and officers for such loss. The premiums for such
insurance are paid by the Corporation.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
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EXHIBIT INDEX
Certain of the following exhibits are filed herewith. Certain other of the
following exhibits have heretofore been filed with the Securities and Exchange
Commission and are incorporated herein by reference.
EXHIBIT
NUMBER
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*5-a-1 --- Opinion of Hunton & Williams .
*5-a-2 --- Opinion of Jeffrey P. Trout, Esq.
*23-a --- Consent of Hunton & Williams (included in their opinion filed as
Exhibit 5-a-1).
*23-b --- Consent of Jeffrey P. Trout, Esq. (included in his opinion
filed as Exhibit 5-a-2).
*23-c --- Consent of Arthur Andersen LLP, Independent Public Accountants.
*24-a --- Power of Attorney (contained on Page II-7).
*99-a --- Certified copy of 2000 Stock Incentive Plan.
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*Filed herewith.
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Item 9. Undertakings.
A. The undersigned registrant hereby undertakes: (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this registration statement; (i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, (ii) to reflect in the
prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement, and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; provided, however, that clauses
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(1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3,
Form S-8, and the information required to be included in a post-effective
amendment by those clauses 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 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; and (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes 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 (and, where applicable, 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provision, 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 payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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POWER OF ATTORNEY 24-a
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KNOW ALL MEN BY THESE PRESENTS, that the undersigned in her capacity as an
Officer, of said Company, does hereby appoint Jeffrey P. Trout Esq., her true
and lawful attorney to execute in her name, place and stead, in his capacity as
a Senior Attorney of said Company, this Registration Statement and any and all
amendments and post-effective amendments thereto and all instruments necessary
or incidental in connection herewith, and to file the same with the Securities
and Exchange Commission. Said attorney shall have power to act hereunder and
shall have full power of substitution and resubstitution. Said attorney 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 necessary, in any and all capacities, as fully and to all intents
and purposes as each of the undersigned might or could do in person, and the
undersigned hereby ratifies and approves of the act of said attorney.
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 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 COLCHESTER, AND STATE OF VERMONT ON THE 27TH DAY OF
JULY 2000.
GREEN MOUNTAIN POWER CORPORATION
(REGISTRANT)
BY: /s/ NANCY ROWDEN BROCK
NANCY ROWDEN BROCK, VICE PRESIDENT, CHIEF
FINANCIAL OFFICER CORPORATE SECRETARY &
TREASURER
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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.
SIGNATURE TITLE DATE
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/s/ Christopher L. Dutton President, Chief Executive Officer July 27, 2000
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Christopher L. Dutton
/s/ Thomas P. Salmon Chairman of the Board July 27, 2000
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Thomas P. Salmon and Director
/s/ Nordahl L. Brue Director July 27, 2000
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Nordahl L. Brue
/s/ William H. Bruett Director July 27, 2000
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William H. Bruett
/s/ Merrill O. Burns Director July 27, 2000
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Merrill O. Burns
/s/ Lorraine E. Chickering Director July 27, 2000
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Lorraine E. Chickering
/s/ John V. Cleary Director July 27, 2000
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John V. Cleary
/s/ David R. Coates Director July 27, 2000
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David R. Coates
/s/ Euclid A. Irving Director July 27, 2000
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Euclid A. Irving
/s/ Martin L. Johnson Director July 27, 2000
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Martin L. Johnson
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