As filed with the Securities and Exchange Commission on January 6, 1995.
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NUI CORPORATION
(Exact name of issuer as specified in its charter)
New Jersey 22-1869941
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
550 Route 202-206, Box 760, Bedminster, New Jersey 07921-0760
(Address of principal executive offices) (Zip Code)
NUI CORPORATION SAVINGS AND INVESTMENT PLAN
(Full title of the plan)
JOSEPH P. COUGHLIN, SECRETARY
NUI CORPORATION
550 Route 202-206, Box 760
Bedminster, New Jersey 07921-0760
(908) 781-0500
(Name, address and telephone number of agent for service)
The Commission is requested to send copies of all orders, communications
and notices to:
GARY APFEL, ESQ.
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER
1999 Avenue of the Stars, Suite 1600
Los Angeles, California 90067
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee (1)
Common
Stock, 300,000
No Par Value shares $14.75 $4,425,000.00 $1,526.00
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.<PAGE>
Pursuant to Rule 429, the Prospectus included as part of this
Registration Statement also relates to Registration Statement No. 33-
45350 filed on January 23, 1992.
(1) These amounts have been estimated in accordance with Rule 457(c)
solely for the purpose of calculating the Registration Fee.<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
The following documents heretofore filed by NUI Corporation (the
"Company") or the NUI Corporation Savings and Investment Plan (the
"Plan") with the Securities and Exchange Commission (the "SEC") are
hereby incorporated by reference in this Registration Statement.
1. The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994;
2 The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1993; and
3. The Company's Registration Statement on Form 8-A, filed on
May 28, 1982, and Amendment No. 1 thereto on Form 8-A/A, filed on
September 16, 1993.
All documents filed by the Company or the Plan with the SEC 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 and prior to the
filing of a post-effective amendment indicating that all securities
offered have been sold or deregistering all securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and shall be part of this Registration Statement
from the date of the filing of such document; provided, however, that
all documents (other than any amendments to the Company's Registration
Statement on Form 8-A) so filed in each fiscal year during which the
offering made by this Registration Statement is in effect, shall not be
incorporated by reference or be a part hereof, if with respect to a
filing on behalf of the Company, from and after the date of filing of
the Company's Annual Report on Form 10-K for such fiscal year or, if
with respect to a filing on behalf of the Plan, from and after the date
of filing of the Plan's Annual Report on Form 11-K for such fiscal year.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall 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 is or
is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any 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. Interests of Named Experts and Counsel
Not Applicable.
II-1<PAGE>
Item 6. Indemnification of Directors and Officers
Pursuant to New Jersey Business Corporation Act, Section 14A:3-5, a
New Jersey corporation may indemnify its directors, officers, employees
or agents in their capacities as such, or when serving as such for any
other enterprise at the request of the corporation (each such person a
"Corporate Agent"), against expenses and liabilities in connection with
any proceedings. Good faith and a reasonable belief that the conduct
was in or not opposed to the best interests of the corporation and, with
respect to a criminal proceeding, no reasonable cause to believe that
the conduct was unlawful, must be found by a majority vote of a quorum
of disinterested directors, by independent legal counsel in a written
opinion or by the shareholders. In proceedings by or in the right of
the corporation, a Corporate Agent, when the above standards of conduct
are found as set forth in the previous sentence, may be indemnified for
expenses. However, if a court judges a Corporate Agent liable to the
corporation, no indemnification shall be provided except as such court
deems proper. A Corporate Agent must be indemnified against expenses by
the corporation to the extent such Corporate Agent has been successful
on the merits or otherwise in a proceeding arising out of such Corporate
Agent's duties. A corporation may pay the expenses incurred by a
Corporate Agent in advance of final disposition of the proceeding if
such payments are authorized by the board of directors of the
corporation upon the receipt of an undertaking by or on behalf of such
Corporate Agent to repay such amount if it shall be ultimately
determined that such Corporate Agent is not entitled to indemnification
under Section 14A:3-5 of the New Jersey Business Corporation Act.
The Company has insurance policies covering certain of its liabilities
and expenses which might arise in connection with its lawful
indemnification of its directors and officers for certain of their
liabilities and expenses. In addition, the Company carries liability
insurance on behalf of its directors and officers against expenses
incurred in proceedings and for liabilities asserted against them by
reason of their being or having been a director or officer.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit No. Description of Exhibit Reference
4(a) Amended and Restated Incorporated by reference
Certificate of Incorporation to Exhibit 3(i) of the
Registrant's Form
10-K for the fiscal year
ended September 30, 1991
5(a) Opinion and Consent of Filed herewith
Mary Patricia Keefe
23(a) Consent of Mary Patricia Filed herewith
Keefe, Esq.
(included in Exhibit No. 5(a))
II-2<PAGE>
23(b) Consent of Arthur
Andersen LLP Filed herewith
In lieu of an opinion of counsel concerning compliance with the
requirements of ERISA or an Internal Revenue Service ("IRS")
determination letter that the Plan is qualified under Section 401 of the
Internal Revenue Code, the Company hereby undertakes to submit or has
submitted the Plan and any amendment thereto to the IRS in a timely
manner and has made or will make all changes required by the IRS in
order to qualify the Plan.
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 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.
(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
unsold at the termination of the offering.
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.
II-3<PAGE>
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 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.
II-4<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 Bedminster,
State of New Jersey, on the 30th day of December 1994.
NUI Corporation
(Registrant)
By: JOHN KEAN
John Kean, Chairman of the Board
II-5<PAGE>
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.
Name Capacity Date
JOHN KEAN Chairman of the December 30, 1994
John Kean Board (Principal
executive officer)
D. VINCENT Executive Vice December 30, 1994
David Vincent President (Chief
financial officer)
BERNARD F. LENIHAN Vice President December 30, 1994
Bernard F. Lenihan (Chief accounting
officer)
JOHN W. ATHERTON, JR. Director December 30, 1994
John W. Atherton, Jr.
C. R. CARVER Director December 30, 1994
Calvin R. Carver
VERA K. FARRIS Director December 30, 1994
Dr. Vera King Farris
JAMES J. FORESE Director December 30, 1994
James J. Forese
R. W. KEAN, JR. Director December 30, 1994
Robert W. Kean, Jr.
JACK LANGER Director December 30, 1994
Jack Langer
B. S. LEE Director December 30, 1994
Bernard S. Lee
R.V. WHISNAND Director December 30, 1994
R.V. Whisnand
JOHN WINTHROP Director December 30, 1994
John Winthrop
II-6<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
NUI Corporation Savings and Investment Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Bedminster, State of New
Jersey, on the 30th day of December 1994.
NUI Corporation Savings and Investment Plan
By: JOSEPH P. COUGHLIN
Joseph P. Coughlin
Committee Member
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.
Name Capacity Date
JOSEPH P. COUGHLIN Committee Member December 30, 1994
Joseph P. Coughlin
KENNETH WARD Committee Member December 30, 1994
Kenneth Ward
RICHARD O'NEILL Committee Member December 30, 1994
Richard O'Neill
WILLIAM MALONEY Committee Member December 30, 1994
William Maloney
II-7<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit P/CE
5(a) Opinion and Consent of CE
Mary Patricia Keefe
23(a) Consent of Mary Patricia Keefe, Esq. CE
(included in Exhibit No. 5(a))
23(b) Consent of Arthur Andersen LLP CE<PAGE>
[EGC LETTERHEAD]
EXHIBIT 5(a)
December 30, 1994
NUI Corporation
550 Route 202-206
Bedminster, New Jersey 07921-0760
Gentlemen:
In connection with the proposed issuance and sale by NUI
Corporation, a New Jersey corporation (the "Corporation"),
pursuant to the NUI Corporation Savings and Investment Plan (the
"Plan") of up to 300,000 additional shares of its authorized but
unissued common stock, no par value (the "Stock"), I have
examined, among other things, the Registration Statement on Form
S-8, including the prospectus (the "Registration Statement"),
which is to be filed under the Securities Act of 1933 (the
"Act").
I am of the opinion that when (i) the Registration Statement
shall have become effective and (ii) the sale prices for the
Stock shall have been determined in the manner set forth in the
Registration Statement, the Stock proposed to be sold as set
forth in the Registration Statement will, when so sold, be
validly issued, fully paid and non-assessable.
Based on the provisions of the Plan, it is also my opinion that
the participation of the employees of the Corporation and its
subsidiaries in the Plan, which are also being registered
pursuant to the Registration Statement, will be valid, fully paid
and non-assessable rights of such employees in accordance with
and subject to the terms and provisions of the Plan.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement as presently to be filed or thereafter
amended. In giving this consent, I do not thereby admit that I
am within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission.
Very truly yours,
MARY PATRICIA KEEFE
Mary Patricia Keefe
Group Vice President and
General Counsel<PAGE>
EXHIBIT 23(b)
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 November 22, 1994 included in the NUI
Corporation Annual Report on Form 10-K for the fiscal year ended
September 30, 1994 and of our report dated May 13, 1994 included
in the NUI Corporation Saving and Investment Plan Annual Report
on Form 11-K for the fiscal year ended December 31, 1993 and to
all references to our Firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
New York, N.Y.
January 6, 1995<PAGE>
