No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
NUI CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 22-1869941
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
550 Route 202-206, Box 760,
Bedminster, New Jersey 07921-0760
(Address of principal executive offices)
NUI CORPORATION
1996 STOCK OPTION AND STOCK AWARD PLAN
(Full title of the plan)
JAMES R. VAN HORN
General Counsel and Secretary
NUI Corporation
550 Route 202-206, Box 760,
Bedminster, New Jersey 07921-0760
(Name and address of agent for service)
(908) 781-0500
(Telephone number, including area code, of
agent for service)
Copy of all communications to:
MARTIN RUBASHKIN, ESQ.
Bourne, Noll & Kenyon
382 Springfield Avenue
Summit, New Jersey 07901
(Cover Page Continued)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered (1) Share (2) Price (2) Fee (2)
Common Stock 250,000 $ 18.9375 $ 4,734,375 $ 1,632.54
No Par Value
(and
associated
stock purchase
rights)(3)
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.
(1) This Registration Statement also relates to such
indeterminate number of additional shares of registrant's Common
Stock as may be issuable as a result of stock splits, stock dividends
or similar transactions.
(2) The registration fee is calculated by using $ 18.9375
per share as the average of the high and low sales prices per
share as reported on the New York Stock Exchange on April 8, 1996,
solely for the purpose of determining the registration fee for the
250,000 shares registered hereby. See SEC Rule 457(c) and (h).
(3) Prior to the occurrence of certain events, the stock
purchase rights will not be evidenced separately from the common
stock.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
There are hereby incorporated by reference the following
documents:
(a) The registrant's Annual Report on Form 10-K for its
fiscal year ended September 30, 1995;
(b) The registrant's Quarterly Reports on Form 10-Q and
10-Q/A for the quarter ended December 31, 1995;
(c) The registrant's Current Reports on Form 8-K dated
October 24, 1995 and December 1, 1995;
(d) The registrant's Definitive Proxy Statement for its
Annual Meeting of Shareholders held on March 12, 1996;
(e) The registrant'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;
(f) The registrant's Registration Statement on Form 8-A
filed on December 1, 1995;
(g) The registrant's Registration Statement on Form S-3
filed on April 4, 1996.
All documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold
or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to
be 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 on Form S-8 to
the extent that a statement contained in any other subsequently filed
document which also 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 on
Form S-8.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As authorized under New Jersey law, the registrant's
certificate of incorporation provides that a director or officer
shall not be personally liable to the corporation or its shareholders
for breach of duty owed to the corporation, except to the extent that
such exception from, or limitation of, liability is not permitted
under the New Jersey Business Corporation Act.
Under its certificate of incorporation, the registrant is
required, to the full extent permitted by law, to indemnify its
directors, officers, employees and agents. The New Jersey Business
Corporation Act provides that a corporation may indemnify its
directors, officers, and agents against judgments, fines, penalties,
amounts paid in settlement and expenses, including attorney's fees,
resulting from various types of legal actions or proceedings if the
actions of the party being indemnified meet the standards of conduct
specified therein. Determinations concerning whether the applicable
standard of conduct has been met can be made by (a) a disinterested
majority of the board of directors, (b) independent legal counsel, or
(c) an affirmative vote of a majority of shares held by the
shareholders. No indemnification shall be made to or on behalf of a
corporate director, officer, employee or agent if a judgment or other
final adjudication adverse to such person establishes that his acts
or omissions (a) were breaches 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
such person or an improper personal benefit.
The registrant's directors and officers are insured against
losses arising from any claim against them as such for wrongful acts
or omissions, subject to certain limitations.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
ITEM 8. EXHIBITS
4(a) Registrant's Amended and Restated Certificate of
Incorporation as amended to date (incorporated by reference
to Exhibit 3 (i) of the registrant's Form 10-K for the
fiscal year ended September 30, 1991, Exhibit 3 (i) of the
registrant's Form 10-K for the fiscal year ended September
30, 1995, and Exhibit A of the registrant's Form 8-A filed
on December 1, 1995).
5 Opinion and Consent of Bourne, Noll & Kenyon
24(a) Consent of Counsel (included in Exhibit 5)
24(b) Consent of Independent Auditors
ITEM 9. UNDERTAKINGS
The registrant hereby undertakes to file, during any period
in which offers or sales are being made, a post-effective amendment
to this registration statement (1) to include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933; (2) 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; (3) 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 sections (1) and (2)
above do not apply if the registration statement is on Form S-3 or
Form S-8 and information required to be included in a post-effective
amendment by those sections is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
The registrant hereby undertakes (1) that, for the purpose
of determining any liability under the Securities Act of 1933, each
such post-effective amendment to this 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 and (2)
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 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
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 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.
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 Township of
Bedminster, State of New Jersey, on April 11, 1996.
NUI CORPORATION
By: /S/ James R. Van Horn
James R. Van Horn
Corporate Secretary
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.
Signatures Capacity Date
/S/ John Kean, Jr. President, Chief March 26, 1996
John Kean, Jr. Executive Officer and
Director (Principal
Executive Officer)
*
John Kean Chairman and Director April 11, 1996
/S/ Stephen M. Liaskos Controller (Principal April 11, 1996
Stephen M. Liaskos Financial and
Accounting Officer)
*
Calvin R. Carver Director April 11, 1996
*
Vera King Farris Director April 11, 1996
*
James J. Forese Director April 11, 1996
*
Bernard S. Lee Director April 11, 1996
*
R. Van Whisnand Director April 11, 1996
*
John Winthrop Director April 11, 1996
* James R. Van Horn, by signing his name hereto, does sign this
document on behalf of each of the persons indicated above
pursuant to powers of attorney duly executed by such persons and
filed as exhibits herewith.
/S/ James R. Van Horn
James R. Van Horn, Attorney-in-Fact
EXHIBITS
Exhibit Number
5 Opinion of Bourne, Noll & Kenyon
24(a) Consent of Counsel (included in
Exhibit 5)
24(b) Consent of Independent Public Accountants
25 Power of Attorney
Exhibit 5
April 11, 1996
NUI Corporation
550 Route 202-206, Box 760,
Bedminster, New Jersey 07921-0760
Attn: James R. Van Horn
Corporate Secretary and General Counsel
Re: Form S-8 Registration Statement - NUI Corporation 1996 Stock
Option and Stock Award Plan
Dear Mr. Van Horn:
We are rendering this opinion as counsel for NUI Corporation (the
"Company") in connection with the registration and issuance of 250,000
shares of Common Stock of the Company (the "Securities") pursuant to a
Registration Statement to be filed with the Securities and Exchange
Commission on Form S-8 (the "Registration Statement"). The Securities
are to be issued pursuant to the 1996 Stock Option and Stock Award
Plan of the Company (the "Plan").
In connection with the foregoing, we have participated in the
preparation of, and have reviewed the Registration Statement. In
addition, we have examined originals or copies identified to our
satisfaction as being the true copies of such documents, corporate
records and other instruments as we have deemed necessary or
appropriate for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly organized and is validly existing
under the laws of State of New Jersey;
2. The issuance and sale of the Securities pursuant to the Plan
have been validly authorized; and
3. The Securities, when issued pursuant to the Plan, will be
legally issued, fully paid and non-assessable.
We hereby consent to all references to us in the Registration
Statement, including any prospectus relating thereto, and to the
inclusion of a duplicate original of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/S/ Bourne, Noll & Kenyon
BOURNE, NOLL & KENYON
A Professional Corporation<PAGE>
Exhibit 24(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 14, 1995 included in
NUI Corporation's Annual Report on Form 10-K for the fiscal
year ended September 30, 1995 and to all references to our
Firm included in this Registration Statement.
/S/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
New York, New York
April 11, 1996<PAGE>
Exhibit 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below, in his or her capacity as a Director or
Officer of NUI Corporation ("NUI"), hereby constitutes and appoints
James R. Van Horn his or her true and lawful attorney-in-fact and
agent, with full power of substitution, for him or her and in his or
her name, place and stead, and in any and all capacities, to execute
a registration statement on Form S-8 under the Securities Act of 1933
concerning the NUI 1996 Stock Option and Stock Award Plan and file
the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, and to
execute and file any and all amendments thereto (including post-
effective amendments), granting unto said attorney-in-fact and agent
full power and authority to do each and every act requisite and
necessary to be done, as fully and to all intents and purposes as he
or she might do in person, and hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be
done by virtue thereof.
Dated: April 11, 1996 /S/ John Kean, Jr.
John Kean, Jr.
/S/ John Kean
John Kean
/S/ Stephen M. Liaskos
Stephen M. Liaskos
/S/ Calvin R. Carver
Calvin R. Carver
/S/ Vera King Farris
Vera King Farris
/S/ James J. Forese
James J. Forese
/S/ Bernard S. Lee
Bernard S. Lee
/S/ R. Van Whisnand
R. Van Whisnand
/S/ John Winthrop
John Winthrop
