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As Filed with the Securities and Exchange Commission on August 20, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
NEVADA POWER COMPANY
(Exact Name of Registrant as Specified in its Charter)
NEVADA 88-0045330
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
6226 WEST SAHARA AVENUE, LAS VEGAS, NEVADA 89102, TELEPHONE (702) 367-5000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrants' Principal Executive Offices)
NEVADA POWER COMPANY 401(K) SAVINGS PLAN
CHARLES A. LENZIE, CHAIRMAN OF THE BOARD, NEVADA POWER COMPANY
P. O. BOX 230, LAS VEGAS, NEVADA 89151, TELEPHONE (702) 367-5000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
COPIES TO:
John R. Rottschaefer, Esq.
Best Best & Krieger LLP
P. O. Box 1028
Riverside, California 92502
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
_____________________________________________________________________________________________________
Proposed
Amount Proposed Maximum Amount of
Title of Each Class of Securities to be Maximum Aggregate Registration
to be Registered Registered(1) Offering Price(2) Offering Price(2) Fee
<S> <C> <C> <C> <C>
Common Stock, par value
$1 per share . . . . . 500,000 shares $21.1563 $10,578,150 $3,205.50
____________________________________________________________________________________________________
</TABLE>
(1) 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 Nevada Power Company 401(k) Retirement
Savings Plan described herein.
(2) Estimated pursuant to Rule 457(h) and Rule 457(c) solely for the purpose of
calculating the registration fee on the basis of the average of the high
and low prices of the registrant's Common Stock reported on the NYSE
Composite Tape on August 15, 1997.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part 1 of Form S-8 to be contained in the Section
10(a) Prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"),
and the Notice to Part 1 of Form S-8.
* * *
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Registrant with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, file No. 1-4698;
(2) The Registrant's Quarterly Report on Form 10-Q for the quarters ended
March 31 and June 30, 1997, file No. 1-4698;
(3) The Plan's Annual Report on Form 11-K for the year ended December 31,
1996, File No. 1-4698;
(4) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-7, file No. 2-65097
filed with the Securities and Exchange Statement on November 7, 1978,
and including any amendment or report heretofore or hereafter filed
for the purpose of updating the description of the Registrant's Common
Stock contained therein.
In addition, all documents subsequently filed by the Registrant or the
401(k) Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities offered hereby then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from their respective dates of filing. Any
statement contained in a document incorporated by reference shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in any other subsequently filed incorporated
document 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.
II-1
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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 permitted by Section 78.037 of the Nevada General Corporation Law,
the Company has included in its Restated Articles of Incorporation a
provision which states that a director or officer of the Company shall not be
liable to the Company or its shareholders for monetary damages for breach of
fiduciary duty as a director or officer, except to the extent such limitation
of liability is prohibited by Nevada General Corporation Law as the same
exists or may hereafter be amended. Section 78.037 currently provides that
any such provision may not eliminate or limit the liability of a director or
officer for (a) acts or omissions which involve intentional misconduct, fraud
or a knowing violation of law; or (b) the payment of dividends in violation
of the Nevada General Corporation Law.
As permitted by Section 78.751 of the Nevada General Corporation Law,
Article VIII of the Company's Bylaws provides for the indemnification by the
Company, including suits brought by or on behalf of the Company, of each
director, officer, employee or agent thereof to the fullest extent permitted
by Nevada law.
As permitted by the Nevada General Corporation Law and Article VIII of
the Company's Bylaws, the Company has entered into indemnity agreements with
its directors and officers that provide for indemnification of such
individuals to the fullest extent permitted under Nevada law, and the Company
maintains director's and officer's liability insurance for its directors and
officers against certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8.
EXHIBIT NUMBER DESCRIPTION
5.1 Opinion of Best Best & Krieger LLP re: Common Stock.
23.1 Consent of Richard L. Hinckley (included in Part II of this
Registration Statement).
23.2 Consent of Deloitte & Touche LLP (included in Part II of
this Registration Statement).
23.3 Consent of Best Best & Krieger LLP (included in Part II of
this Registration Statement).
II-2
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24 Power of Attorney (included on page II-5 of this
Registration Statement).
99.1 Nevada Power Company 401(k) Savings Plan, Amendment -
1993-1 (incorporated by reference herein to the exhibits
referenced in Form S-8, File No. 33-50809).
99.2 Nevada Power Company 401(k) Savings Plan, Amendment -
1994-1 (incorporated by reference herein to the exhibits
referenced in Form S-8, File No. 33-50809).
99.3 Nevada Power Company 401(k) Savings Plan, Amendment -
1995-1 (incorporated by reference herein to the exhibits
referenced in Form S-8, File No. 33-50809).
In lieu of the opinion of counsel or determination letter contemplated
by Item 601(b)(5)(ii) of Regulation S-K, the Registrant hereby undertakes to
submit the Nevada Power Company 401(k) Savings Plan, and any amendment
thereto, to the Internal Revenue Service (the "IRS") in a timely manner, and
that it will make all changes required by the IRS in order to qualify the
401(k) Retirement Savings Plan under Section 401 of the Internal Revenue
Code.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective amendment
to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
and (a)(1)(ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
II-3
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(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 further undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act 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 Securities 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 mater 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 Securities Act and will be governed by the
final adjudication of such issue.
II-4
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas and State of Nevada on the 19th day of
August, 1997.
NEVADA POWER COMPANY
By: /s/ Charles A. Lenzie
-----------------------------------------
Charles A. Lenzie, Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
Know All By These Presents, that each individual whose signature appears
below constitutes and appoints Charles A. Lenzie and Steven W. Rigazio, and
each of them, his true and lawful attorneys in fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys in
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys in fact and
agents, or any of them, or their or his substitutes may lawfully do or cause
to be done by virtue hereof.
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:
(1) PRINCIPAL EXECUTIVE OFFICER
/s/ Charles A. Lenzie Chairman of the Board August 19, 1997
- ------------------------------- and Chief Executive Officer
(Charles A. Lenzie)
(2) PRINCIPAL FINANCIAL AND
PRINCIPAL ACCOUNTING OFFICER
Vice President, Finance
/s/ Steven W. Rigazio and Planning, Treasurer, August 19, 1997
- ------------------------------- Chief Financial Officer
(Steven W. Rigazio)
II-5
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(3) DIRECTORS
Director August __, 1997
- -------------------------------
(Mary Kaye Cashman)
/s/ Mary Lee Coleman Director August 19, 1997
- -------------------------------
(Mary Lee Coleman)
/s/ Fred D. Gibson, Jr. Director August 19, 1997
- -------------------------------
(Fred D. Gibson, Jr.)
/s/ John L. Goolsby Director August 19, 1997
- -------------------------------
(John L. Goolsby)
/s/ Jerry E. Herbst Director August 19, 1997
- -------------------------------
(Jerry E. Herbst)
/s/ John F. O'Reilly Director August 14, 1997
- -------------------------------
(John F. O'Reilly)
/s/ Conrad L. Ryan Director August 19, 1997
- -------------------------------
(Conrad L. Ryan)
/s/ Frank E. Scott Director August 19, 1997
- -------------------------------
(Frank E. Scott)
/s/ A. M. Smith Director August 19, 1997
- -------------------------------
(A. M. Smith)
/s/ J. A. Tiberti Director August 19, 1997
- -------------------------------
(J. A. Tiberti)
II-6
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Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las Vegas, State of
Nevada, on the 19th day of August, 1997.
Nevada Power Company
401(k) Savings Plan
By: /s/ Charles A. Lenzie
-------------------------------
Charles A. Lenzie,
Chairman, 401(k) Savings Plan
Administrative Committee
II-7
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[LETTERHEAD]
EXHIBIT 5.1
August 18, 1997
Nevada Power Company
P.O. Box 230
Las Vegas, NV 89151
Ladies and Gentlemen:
At your request, we have examined the form of Registration
Statement, including the documents incorporated therein by reference, to
be filed by you with the Securities and Exchange Commission in connection
with the registration under the Securities Act of 1933, as amended, of
500,000 shares of Common Stock (the "Common Stock"), par value of $1.00 per
share and interests in the Nevada Power Company 401(k) Savings Plan. We are
familiar with the proceedings taken and proposed to be taken by you in
connection with the proposed authorization and issuance of the Common Stock.
It is our opinion that, subject to such proceedings being taken and
completed by you as now contemplated prior to said issuance, the Common
Stock, when issued in the manner referred to in the Registration Statement,
will constitute your legally issued, fully paid, nonassessable and validly
outstanding securities.
We consent to the use of this opinion as an exhibit to said
Registration Statement and to the use of our name wherever it appears
therein, including the Prospectus constituting a part thereof, and any
amendment thereto.
Respectfully submitted,
Best Best & Krieger LLP
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EXHIBIT 23.1
CONSENT OF COUNSEL
I hereby consent to the use of my name as Vice President, Secretary and
General Counsel of the Company wherever it appears in the Registration
Statement, and all amendments thereto.
/s/ RICHARD L. HINCKLEY
-----------------------
RICHARD L. HINCKLEY
Las Vegas, Nevada
August 19, 1997
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Nevada Power Company on Form S-8 of our reports dated February 14, 1997
and June 26, 1997, appearing in or incorporated by reference in the Annual
Report on Form 10-K of Nevada Power Company for the year ended December 31,
1996, and in the Annual Report on Form 11-K of Nevada Power 401(k) Saving
Plan for the year ended December 31, 1996, respectively.
/s/ DELOITTE & TOUCHE LLP
- -------------------------
DELOITTE & TOUCHE LLP
Las Vegas, Nevada
August 19, 1997
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EXHIBIT 23.3
CONSENT OF COUNSEL
We hereby consent to all references to our Firm included in or made a
part of this Registration Statement, and all amendments thereto.
/s/ BEST BEST & KRIEGER LLP
---------------------------
BEST BEST & KRIEGER LLP
Riverside, California
August 19, 1997
