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, ESQ.
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:
JOHN F. KUNTZ, ESQ.
Bourne, Noll & Kenyon
382 Springfield Avenue
Summit, New Jersey 07901<PAGE>
(Cover Page Continued)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities Amount to be Price Per Offering Registration
to be Registered Share (2) Price (2) Fee (2)
Registered (1)
Common 350,000 $27.4375 $9,603,125 $2,832.92
Stock No shares
Par Value
(and
associated
stock
purchase
rights)(3)
(1) This Registration Statement also relates to such
indeterminate number of additional shares of the common stock, no
par value (the "Common Stock") of NUI Corporation (the
"Registrant"), as may be issuable as a result of stock dividends,
stock splits, recapitalizations or other similar changes in the
capitalization of the Registrant.
(2) The registration fee is calculated by using $27.4375
per share as the average of the high and low sales prices per
share as reported on the New York Stock Exchange on April 1,
1998, solely for the purpose of determining the registration fee
for the 350,000 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.<PAGE>
EXPLANATORY NOTE
This Registration Statement relates to an amendment to the
NUI Corporation 1996 Stock Option and Stock Award Plan to
increase the number of shares of Common Stock to be issued
thereunder from 250,000 shares to 600,000 shares. The contents
of the Registrant's Registration Statement on Form S-8
Registration No. 333-02425, filed with the Securities and
Exchange Commission effective April 11, 1996 (the "Prior
Registration Statement") are hereby incorporated by reference.
The Items below contain information required in this Registration
Statement that was not included in the Prior Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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, 1997;
(b) The Registrant's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1997;
(c) The Registrant's Definitive Proxy Statement for
its Annual Meeting of Shareholders held on
January 27, 1998.
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 on Form S-8 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 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 such 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.<PAGE>
ITEM 8. EXHIBITS
4 NUI Corporation 1996 Stock Option Award Plan, as
amended
5 Opinion and Consent of Counsel, Bourne, Noll & Kenyon
23(a) Consent of Counsel (included in Exhibit 5)
23(b) Consent of Independent Auditors
24 Power of Attorney (contained on the signature page
hereof)<PAGE>
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 3, 1998.
NUI CORPORATION
By: /S/ James R. Van Horn
James R. Van Horn
Vice President, General Counsel and
Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the
following persons in the capacities and on the date indicated.
Signatures Capacity Date
* President, Chief April 3, 1998
John Kean, Jr. Executive Officer and
Director (Principal
Executive Officer)
* Chairman and Director April 3, 1998
John Kean
*
A. Mark Abramovic Senior Vice President April 3, 1998
and Chief Financial
Officer (Principal
Financial and Accounting
Officer)
*
Calvin R. Carver Director April 3, 1998
*
Vera King Farris Director April 3, 1998
*
James J. Forese Director April 3, 1998
*
Bernard S. Lee Director April 3, 1998
*
R. Van Whisnand Director April 3, 1998
*
John Winthrop Director April 3, 1998
* 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<PAGE>
EXHIBITS
Exhibit
Number
4 NUI Corporation 1996 Stock Option and Stock Award
Plan, as amended
5 Opinion of Bourne, Noll & Kenyon
23(a) Consent of Counsel (included in Exhibit 5)
23(b) Consent of Independent Public Accountants
24 Power of Attorney<PAGE>
Exhibit 4
NUI CORPORATION
1996 STOCK OPTION AND STOCK AWARD PLAN
1. Purpose. The purpose of the NUI Corporation 1996 Stock Option
and Stock Award Plan (the "Plan") is to maintain the ability of NUI
Corporation (the "Company") and its subsidiaries to attract and retain
highly qualified and experienced employees and directors and to give
such employees and directors a continued proprietary interest in the
success of the Company and its subsidiaries. Pursuant to the Plan,
eligible employees will be provided the opportunity to participate in
the enhancement of shareholder value through the grants of options,
stock appreciation rights, awards of restricted stock, bonuses payable
in stock, or any combination thereof. Eligible directors will
participate through awards of restricted stock as set forth in Section
8. Employees and directors who participate or become eligible to
participate in the Plan from time to time are referred to collectively
herein as "Participants".
The term "subsidiary" as used in the Plan shall mean any present or
future corporation which is or would be a "subsidiary corporation" of
the Company as the term is defined in Section 424(f) of the Internal
Revenue Code of 1986, as amended from time to time (the "Code").
2. Administration of the Plan. The Plan shall be administered by
a committee (the "Committee") which is appointed from time to time by
the Board of Directors of the Company (the "Board"). The Committee
shall consist of three (3) or more members of the Board, each of whom
shall be a "disinterested person" within the meaning of Rule 16b-3 of
the Securities Exchange Act of 1934 (the "Exchange Act") and an
"outside director" within the meaning of Section 162(m) of the Code. A
majority of the members of the Committee shall constitute a quorum.
The majority vote of the members of the Committee present at a meeting
at which a quorum is present shall be required for the Committee to
take action under the Plan.
In administering the Plan, the Committee may adopt rules and
regulations for carrying out the Plan. The interpretation and decision
made by the Committee with regard to any question arising under the
Plan shall be final and conclusive on Participants. The Committee
shall determine the Participants to whom, and the time or times at
which, grants or awards shall be made and the number of shares, stock
appreciation rights or other grants or awards to be made under the
Plan, and the terms and conditions of such options, grants and awards,
including the periods for which options will be outstanding.
Each grant or award made pursuant to the Plan shall be evidenced by
an Option Agreement or Award Agreement (the "Agreement"). No person
shall have any rights under any option, restricted stock or other
award granted under the Plan unless and until the person to whom such
option, restricted stock or other award shall be granted shall have
executed and delivered an Agreement to the Company. The Committee
shall prescribe the form of all Agreements. A fully executed
counterpart of the Agreement shall be provided to both the Company and
the recipient of the grant or award.
3. Shares of Stock Subject to the Plan. The maximum number of
shares of the voting common stock of the Company, no par value (the
"Common Stock"), that may be optioned or awarded under the Plan is
600,000 shares, subject to adjustment as provided in Section 14
hereof. No Participant shall receive, over the term of the Plan,
awards of restricted stock, awards in the form of stock appreciation
rights or options, whether incentive stock options or options other
than incentive stock options, to purchase more than 20 percent of the
total shares of Common Stock authorized for issuance under the Plan.
Any shares subject to an option which for any reason expires or is
terminated unexercised and any restricted stock which is forfeited may
again be optioned or awarded under the Plan; provided, however, that
forfeited shares shall not be available for further awards if the
Participant has realized the benefits of ownership from such shares.
Shares subject to the Plan may be either authorized and unissued
shares or issued shares repurchased or otherwise acquired by the
Company or its subsidiaries.
4. Eligibility. Key salaried employees, including officers, of
the Company and its divisions and subsidiaries are eligible to be
granted options, restricted stock and other awards under the Plan and
to have their bonuses payable in restricted stock. The employees who
shall receive awards or options under the Plan, and the criteria to be
used in determining the award to be made, shall be determined from
time to time by the Committee, in its sole discretion, from among
those eligible, which may be based upon information furnished to the
Committee by the Company's management; and the Committee shall
determine, in its sole discretion, the number of shares to be covered
by each award and option granted to each employee selected. Certain
non-employee directors of the Company are also eligible to participate
in the Plan in accordance with Section 8.
5. Duration of the Plan. No award or option may be granted under
the Plan after more than ten years from the earlier of the date the
Plan is adopted by the Board or the date the Plan is approved by the
shareholders of the Company, but awards or options theretofore granted
may have exercise or vesting periods which extend beyond that date.
6. Terms and Conditions of Stock Options. Options granted under
the Plan may be either incentive stock options, as defined in Section
422 of the Code, or options other than incentive stock options. Each
option shall be subject to all the applicable provisions of the Plan,
including the following terms and conditions, and to such other terms
and conditions not inconsistent therewith as the Committee shall
determine:
(a) The option price per share shall be determined by the
Committee. However, the option price per share shall not be less
than 100% of the fair market value of a share of Common Stock at
the time the option is granted. For purposes of the Plan, fair
market value shall be the mean between the highest and lowest
prices at which the Common Stock is traded on a national securities
exchange on the relevant date; provided, however, if there is no
sale of the Common Stock on such exchange on such date, fair market
value shall be the mean between the bid and asked prices on such
exchange at the close of the market on such date.
(b) Each option shall be exercisable subject to the attainment
of such performance goals, and/or during such period ending not
later than ten years from the date it was granted, as may be
determined by the Committee and stated in the Agreement. In no
event may an option be exercised more than 10 years from the date
the option was granted.
(c) An option shall not be exercisable with respect to a
fractional share of Common Stock or with respect to the lesser of
fifty (50) shares or the full number of shares then subject to the
option. No fractional shares of Common Stock shall be issued upon
the exercise of an option. If a fractional share of Common Stock
shall become subject to an option by reason of a stock dividend or
otherwise, the optionee shall not be entitled to exercise the
option with respect to such fractional share.
(d) Each option shall state whether it will or will not be
treated as an incentive stock option.
(e) Each option will be deemed exercised on the day written
notice specifying the number of shares to be purchased, accompanied
by payment in full including, if required by law, applicable taxes,
is received by the Company. Payment, except as provided in the
Agreement shall be
(i) in United States dollars by check or bank draft, or
(ii) by tendering to the Company shares of Common Stock
already owned for at least six months by the person exercising
the option, which may include shares received as the result of a
prior exercise of an option, and having a fair market value, as
determined in accordance with Section 6(a), on the date on which
the option is exercised equal to the cash exercise price
applicable to such option, or
(iii) by a combination of United States dollars and shares of
Common Stock valued as aforesaid.
No optionee shall have any rights to dividends or other rights
of a shareholder with respect to shares of Common Stock subject to
his or her option until he or she has given written notice of
exercise of such option and paid in full for such shares.
(f) Notwithstanding the foregoing, the Committee may, in its
sole discretion, include in the grant of an option the right of a
grantee (hereinafter referred to as a "stock appreciation right")
to elect, in the manner described below, in lieu of exercising his
or her option for all or a portion of the shares of Common Stock
covered by such option, to relinquish his or her option with
respect to any or all of such shares and to receive from the
Company a payment equal in value to (x) the fair market value, as
determined in accordance with Section 6(a), of a share of Common
Stock on the date of such election, multiplied by the number of
shares as to which the grantee shall have made such election, less
(y) the exercise price for that number of shares of Common Stock
for which the grantee shall have made such election under the terms
of such option. A stock appreciation right shall be exercisable at
the time the tandem option is exercisable, and the "expiration
date" for the stock appreciation right shall be the expiration date
for the tandem option. A grantee who makes such an election shall
receive payment in the sole discretion of the Committee (i) in cash
equal to such excess; or (ii) in the nearest whole number of shares
of Common Stock having an aggregate fair market value, as
determined in accordance with Section 6(a) as of the date of
election, which is not greater than the cash amount calculated in
(ii) above; or (iii) in a combination of (i) and (ii) above. A
stock appreciation right may be exercised only when the amount
described in (x) above exceeds the amount described in (y) above.
An election to exercise stock appreciation rights shall be deemed
to have been made on the day written notice of such election,
addressed to the Committee, is received by the Company. An option
or any portion thereof with respect to which a grantee has elected
to exercise a stock appreciation right shall be surrendered to the
Company and such option shall thereafter remain exercisable
according to its terms only with respect to the number of shares as
to which it would otherwise be exercisable, less the number of
shares with respect to which stock appreciation rights have been
exercised. The grant of a stock appreciation right shall be
evidenced by an Agreement. The Agreement evidencing stock
appreciation rights shall be personal and will provide that the
stock appreciation rights will not be transferable by the grantee
otherwise than by will or the laws of descent and distribution and
that they will be exercisable, during the lifetime of the grantee,
only by him or her.
(g) Except as provided in the applicable Agreement, an option
may be exercised only if at all times during the period beginning
with the date of the granting of the option and ending on the date
of such exercise, the grantee was an employee of either the Company
(or of a division) or subsidiary of the Company or of another
corporation referred to in Section 421(a)(2) of the Code. The
Agreement shall provide whether, and to what extent, an option may
be exercised after termination of continuous employment, but any
such exercise shall in no event be later than the termination date
of the option. If the grantee should die, or become permanently
disabled as determined by the Committee at any time when the
option, or any portion thereof, shall be exercisable, the option
will be exercisable within a period provided for in the Agreement,
by the optionee or person or persons to whom his or her rights
under the option shall have passed by will or by the laws of
descent and distribution, but in no event at a date later than the
termination of the option. The Committee may require medical
evidence of permanent disability, including medical examinations by
physicians selected by it.
(h) Each option by its terms shall be personal and shall not be
transferable by the optionee otherwise than by will or by the laws
of descent and distribution as provided in Section 6(g) above.
During the lifetime of an optionee, the option shall be exercisable
only by the optionee. In the event any option is exercised by the
executors, administrators, heirs or distributees of the estate of a
deceased optionee as provided in Section 6(g) above, the Company
shall be under no obligation to issue Common Stock thereunder
unless and until the Company is satisfied that the person or
persons exercising the option are the duly appointed legal
representatives of the deceased optionee's estate or the proper
legatees or distributees thereof.
(i) Notwithstanding any intent to grant incentive stock options,
an option will not be considered an incentive stock option to the
extent that such option, together with any previously granted
incentive stock options, permits the exercise for the first time in
any calendar year the purchase of more than $100,000 in fair market
value of Common Stock (determined at the time of grant).
(j) No incentive stock option shall be granted to an employee
who owns or would be treated as owning by attribution under Code
Section 424(d) immediately before the grant of such option,
directly or indirectly, stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company. This
restriction shall not apply if, (i) at the time such incentive
stock option is granted, the option price is at least 110% of the
fair market value of the shares of Common Stock subject to the
option, as determined in accordance with Section 6(a) on the date
of grant, and (ii) the incentive stock option by its terms is not
exercisable after the expiration of five years from the date of its
grant.
(k) An option and any Common Stock received upon the exercise of
an option shall be subject to such other transfer restrictions
and/or legending requirements as are specified in the applicable
Agreement.
7. Terms and Conditions of Restricted Stock Awards. Awards of
restricted stock under the Plan shall be subject to all the applicable
provisions of the Plan, including the following terms and conditions,
and to such other terms and conditions not inconsistent therewith, as
the Committee shall determine:
(a) Awards of restricted stock may be in addition to or in lieu
of option grants.
(b) Awards may be conditioned on the attainment of particular
performance goals based on criteria established by the Committee at
the time of each award of restricted stock. During a period set
forth in the Agreement (the "Restriction Period"), the recipient
shall not be permitted to sell, transfer, pledge, or otherwise
encumber the shares of restricted stock; except that such shares
may be used, if the Agreement permits, to pay the option price
pursuant to any option granted under the Plan, provided an equal
number of shares delivered to the optionee shall carry the same
restrictions as the shares so used.
(c) Shares of restricted stock shall become free of all
restrictions if during the Restriction Period, (i) the recipient
dies, (ii) the recipient's employment terminates by reason of
permanent disability, as determined by the Committee, (iii) the
recipient retires after attaining both 59 1/2 years of age and five
years of continuous service with the Company and/or a division or
subsidiary, or (iv) if provided in the Agreement, there is a
"change in control" of the Company (as defined in such Agreement).
The Committee may require medical evidence of permanent disability,
including medical examinations by physicians selected by it.
(d) Unless and to the extent otherwise provided in the
Agreement, shares of restricted stock shall be forfeited and revert
to the Company upon the recipient's termination of employment
during the Restriction Period for any reason other than death,
permanent disability, as determined by the Committee, retirement
after attaining both 59 1/2 years of age and five years of
continuous service with the Company and/or a subsidiary or
division, or, to the extent provided in the Agreement, a "change in
control" of the Company (as defined in such Agreement), except to
the extent the Committee, in its sole discretion, finds that such
forfeiture might not be in the best interests of the Company and,
therefore, waives all or part of the application of this provision
to the restricted stock held by such recipient.
(e) Stock certificates for restricted stock shall be registered
in the name of the recipient but shall be appropriately legended
and returned to the Company by the recipient, together with a stock
power endorsed in blank by the recipient. The recipient shall be
entitled to vote shares of restricted stock and shall be entitled
to all dividends paid thereon, except that dividends paid in Common
Stock or other property shall also be subject to the same
restrictions.
(f) Restricted stock shall become free of the foregoing
restrictions upon expiration of the applicable Restriction Period
and the Company shall then deliver to the recipient Common Stock
certificates evidencing such stock.
(g) Restricted Stock and any Common Stock received upon the
expiration of the restriction period shall be subject to such other
transfer restrictions and/or legending requirements as are
specified in the applicable Agreement.
8. Terms and Conditions of Deferred Restricted Stock Grants for
Non-Employee Directors.
(a) For purposes of this Plan, a "non-employee director" is a
member of the Board who is not a full-time employee of the Company, or
one of its or subsidiaries. Non-employee directors will receive
benefits under the Plan only as provided in this Section 8.
A non-employee director shall receive his or her Board and
Committee chair retainers paid by the Company to its directors in
deferred restricted stock credits rather than cash. Such credits shall
not be funded, but shall exist solely as a deferred restricted stock
account on the books of the Company to reflect the number of shares of
Common Stock (including fractional shares to 5 decimal places) which
could have been purchased from time to time with the earned amount of
such retainer at 100% of fair market value. Fair market value shall be
determined on the first day of each participating director's
directorship for the year with respect to which such retainer is
credited.
Whenever a cash dividend is paid with respect to Common Stock, each
non-employee director's deferred restricted stock account shall be
credited with the number of shares of Common Stock (including
fractional shares to 5 decimal places) which could have been purchased
on the applicable dividend payment date at 100% of fair market value
on such date, based upon the per share cash dividend multiplied by the
number of shares of Common Stock then credited to such director's
account. Any stock dividend shall also be credited to each non-
employee director's deferred restricted stock account (including
fractional shares to 5 decimal places).
(b) Upon termination of his or her directorship for any reason, the
non-employee director (or his or her designated beneficiary) shall
receive the number of whole shares of Common Stock then credited to
his or her account (but not any fractional shares). Any fractional
share credits remaining in the account shall thereupon be canceled.
Such shares shall be restricted in accordance with this Section 8.
(c) With respect to shares of restricted stock granted pursuant to
this Section 8, the Restriction Period shall end on the later of (i)
the date that such non-employee director ceases to serve on the Board,
or (ii) the date such non-employee director would otherwise be
permitted to sell such restricted stock under Section 16(b) of the
Exchange Act. The Committee shall not modify the term of the
Restriction Period with respect to shares of restricted stock granted
pursuant to this Section 8.
9. Bonuses Payable in Stock. In lieu of cash bonuses otherwise
payable under the Company's or applicable division's or subsidiary's
compensation practices to employees eligible to participate in the
Plan, the Committee, in its sole discretion, may determine that such
bonuses shall be payable in Common Stock or partly in Common Stock and
partly in cash. Such bonuses shall be in consideration of services
previously performed and as an incentive toward future services and
shall consist of shares of Common Stock subject to such terms as the
Committee may determine in its sole discretion. The number of shares
of Common Stock payable in lieu of a bonus otherwise payable shall be
determined by dividing such bonus amount by the fair market value of
one share of Common Stock on the date the bonus is payable, with fair
market value determined as of such date in accordance with Section
6(a).
10. Change in Control. Each Agreement may, in the sole discretion
of the Committee, provide that any or all of the following actions may
be taken upon the occurrence of a change in control (as defined in the
Agreement) with respect to the Company:
(i) acceleration of time periods for purposes of vesting in, or
realizing gain from, or exercise of any outstanding option or stock
appreciation right or shares of restricted stock awarded pursuant
to this Plan;
(ii) offering to purchase any outstanding option or stock
appreciation right or shares of restricted stock made pursuant to
this Plan from the holder for its equivalent cash value, as
determined by the Committee, as of the date of the change in
control; or
(iii) making adjustments or modifications to outstanding options
or stock appreciation rights or with respect to restricted stock as
the Committee deems appropriate to maintain and protect the rights
and interests of the Participants following such change in control,
provided, however, that the exercise period of any option may not
be extended beyond 10 years from the date of grant.
11. Transfer, Leave of Absence. For purposes of the Plan: (a) a
transfer of an employee from the Company to a division or subsidiary
of the Company, whether or not incorporated, or vice versa, or from
one division or subsidiary of the Company to another, and (b) a leave
of absence, duly authorized in writing by the Company or a subsidiary
or division of the Company, shall not be deemed a termination of
employment.
12. Rights of Employees. (a) No person shall have any rights or
claims under the Plan except in accordance with the provisions of the
Plan and each Agreement.
(b) Nothing contained in the Plan and Agreement shall be deemed to
give any employee the right to continued employment by the Company or
its divisions or subsidiaries.
13. Withholding Taxes. The Company shall require a payment from a
Participant to cover applicable withholding for income and employment
taxes upon the happening of any event pursuant to the Plan which
requires such withholding. The Company reserves the right to offset
such tax payment from any funds which may be due the Participant from
the Company or its subsidiaries or divisions or, in its discretion, to
the extent permitted by applicable law, to accept such tax payment
through the delivery of shares of Common Stock owned by the
Participant or by utilizing shares of the Common Stock which were to
be delivered to the Participant pursuant to the Plan, having an
aggregate fair market value, determined as of the date of payment,
equal to the amount of the payment due.
14. Adjustments. In the event of stock dividends, stock splits,
recapitalizations, mergers, consolidations, combinations, exchanges of
shares, spin-offs, liquidations, reclassifications or other similar
changes in the capitalization of the Company, the number of shares of
Common Stock available for grant under this Plan shall be adjusted
appropriately by the Board, and, where deemed appropriate, the number
of shares covered by outstanding stock options and stock appreciation
rights outstanding and the number of shares of restricted stock
outstanding, and the option price of outstanding stock options, shall
be similarly adjusted. If another corporation or other business entity
is acquired by the Company, and the Company has assumed outstanding
employee option grants under a prior existing plan of the acquired
entity, similar adjustments are permitted at the discretion of the
Committee. In the event of any other change affecting the shares of
Common Stock available for awards under the Plan, such adjustment, if
any, as may be deemed equitable by the Committee, shall be made to
preserve the intended benefits of the Plan giving proper effect to
such event.
15. Miscellaneous Provisions.
(a) The Plan shall be unfunded. The Company shall not be required
to establish any special or separate fund or to make any other
segregation of assets to assure the issuance of shares or the payment
of cash upon exercise of any option or stock appreciation right under
the Plan. The expenses of the Plan shall be borne by the Company.
(b) The Committee may, at any time and from time to time after the
granting of an option or the award of restricted stock or bonuses
payable in Common Stock hereunder, specify such additional terms,
conditions and restrictions with respect to such option or stock as
may be deemed necessary or appropriate to ensure compliance with any
and all applicable laws, including, but not limited to, the Code,
federal and state securities laws and methods of withholding or
providing for the payment of required taxes.
(c) If at any time the Committee shall determine in its discretion
that the listing, registration or qualification of shares of Common
Stock upon any national securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition of, or in connection
with, the sale or purchase of shares of Common Stock hereunder, no
option or stock appreciation right may be exercised or restricted
stock or stock bonus may be transferred in whole or in part unless and
until such listing registration, qualification, consent or approval
shall have been effected or obtained, or otherwise provided for, free
of any conditions not acceptable to the Committee.
(d) By accepting any benefit under the Plan, each Participant and
each person claiming under or through such Participant shall be
conclusively deemed to have indicated his acceptance and ratification,
and consent to, any action taken under the Plan by the Committee, the
Company or the Board.
(e) The Plan shall be governed by and construed in accordance with
the laws of the State of New Jersey.
(f) Committee members exercising their functions under this Plan
are serving as directors of the Company and they shall therefore be
entitled to all rights of indemnification and advancement of expenses
accorded directors of the Company.
16. Limits of Liability.
(a) Any liability of the Company or a subsidiary of the Company to
any Participant with respect to any option or award shall be based
solely upon contractual obligations created by the Plan and Agreement.
(b) Neither the Company nor a division or subsidiary of the
Company, nor any member of the Committee or the Board, nor any other
person participating in any determination of any question under the
Plan, or in the interpretation, administration or application of the
Plan, shall have any liability to any party for any action taken or
not taken in connection with the Plan, except as may expressly be
provided by statute.
17. Amendments and Termination. The Board may, at any time,
amend, alter or discontinue the Plan; provided, however, no amendment,
alteration or discontinuation shall be made which would impair the
rights of any holder of an award of restricted stock, option, stock
appreciation rights or stock bonus theretofore granted, without his or
her written consent, or which, without the approval of the
shareholders would:
(a) except as provided in Section 14, increase the maximum number
of shares of Common Stock which may be issued under the Plan;
(b) except as provided in Section 14, decrease the option price of
an option (and related stock appreciation rights, if any) to less than
100% of the fair market value (as determined in accordance with
Section 6(a)) of a share of Common Stock on the date of the granting
of the option (and related stock appreciation rights, if any);
(c) materially change the class of persons eligible to receive an
award of restricted stock or options or stock appreciation rights
under the Plan;
(d) extend the duration of the Plan; or
(e) materially increase in any other way the benefits accruing to
Participants.
18. Duration. The Plan shall be adopted by the Board and approved
by the Company's shareholders and such regulatory bodies as may be
necessary, which approvals must occur within the period ending twelve
months after the date the Plan is adopted. Subject to such approvals,
grants and awards may be made under the Plan between the date of its
adoption and receipt of such approvals. The Plan shall terminate upon
the earlier of the following dates or events to occur:
(a) upon the adoption of a resolution of the Board terminating the
Plan; or
(b) the date all shares of Common Stock subject to the Plan are
purchased according to the Plan's provisions; or
(c) ten years from the date of adoption of the Plan by the Board.
No such termination of the Plan shall adversely affect the rights
of any Participant hereunder and all options or stock appreciation
rights previously granted and restricted stock and stock bonuses
awarded hereunder shall continue in force and in operation after the
termination of the Plan, except as they may be otherwise terminated in
accordance with the terms of the Plan.
19. Other Compensation Plans. The Plan shall not be deemed to
preclude the implementation by the Company or its divisions or
subsidiaries of other compensation plans which may be in effect from
time to time, nor adversely affect any rights of Participants under
any other compensation plans of the Company or its divisions or
subsidiaries.
20. Non-Transferability. No right or interest in any award
granted under the Plan shall be assignable or transferable, except as
set forth in the Plan and required by law, and no right or interest of
any participant in any award shall be liable for, or subject to, any
lien, obligation or liability except as set forth in the Plan or as
required by law.<PAGE>
Exhibit 5
April 3, 1998
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 - Amendment to 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 350,000 shares of Common Stock, no par value of the Company
and the appurtenant Series A Junior Participating Stock Purchase
Rights (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, as amended (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 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 6, 1997 included in
NUI Corporation's Annual Report on Form 10-K for the fiscal
year ended September 30, 1997 and to all references to our
Firm included in this Registration Statement on Form S-8.
/S/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
New York, New York
April 3, 1998<PAGE>
Exhibit 24
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 Corporation 1996 Stock Option and Stock
Award Plan, as amended and to 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: March 23, 1998 /S/ John Kean, Jr.
John Kean, Jr.
/S/ John Kean
John Kean
/S/ A. Mark Abramovic
A. Mark Abramovic
/S/ Calvin R. Carver
Calvin R. Carver
/S/ Vera King Farris
Vera King Farris
/S/ James J. Forese
James J. Forese
/S/ Bernards S. Lee
Bernard S. Lee
/S/ R. Van Whisnand
R. Van Whisnand
/S/ John Winthrop
John Winthrop<PAGE>
