As filed with the Securities and Exchange Commission on April 9, 1998
File No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Dominion Resources, Inc.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1229715
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
901 EAST BYRD STREET, RICHMOND, VIRGINIA 23219
(Address of principal executive office, including zip code)
DOMINION RESOURCES, INC.
DIRECTORS' STOCK COMPENSATION PLAN
(Full Title of the Plan)
Patricia A. Wilkerson, Corporate Secretary
W. H. Riggs, Jr., Assistant Corporate Secretary
DOMINION RESOURCES, INC.
901 E. Byrd Street-Suite 1700, Richmond, Virginia 23219-6111
(Name and address of agent for service)
(804) 775-5700
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE (*)
Proposed Proposed
Amount Maximum Maximum Aggregate Amount of
Title of Securities to be Offering Offering Registration
to be Registered Registered Price Per Share Price Fee
Common Stock,
without par value.. 1,000,000 $41.40625 $41,406,250 $12,214.84
shares
________
*Estimated solely for the purpose of determining the registration
fee and calculated in accordance with Rule 457 and based on the average of
the high and low prices reported on the New York Stock Exchange composite
tape by The Wall Street Journal for April 7, 1998.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Not required to be filed.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Dominion Resources, Inc. (Dominion
Resources) with the Securities and Exchange Commission (the Commission) are
incorporated herein by reference and made a part hereof: (i) the Dominion
Resources' Annual Report on Form 10-K for the fiscal year ended December 31,
1997; and (ii) the description of the Dominion Resources' Common Stock (the
Common Stock) in the Dominion Resources' registration statement on Form 8-B
(Item 4), dated April 29, 1983, including any amendments and reports filed for
the purpose of updating such description.
In addition, all documents filed by Dominion Resources pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the Exchange Act), after the date of the Prospectus and prior to the
filing of a post-effective amendment that indicates that all securities
offered hereby have been sold or that deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article VI of Dominion Resources' Articles of Incorporation mandates
indemnification of its directors and officers to the full extent permitted by
the Virginia Stock Corporation Act (the Virginia Act) and any other applicable
law. The Virginia Act permits a corporation to indemnify its directors and
officers against liability incurred in all proceedings, including derivative
proceedings, arising out of their service to the corporation or to other
corporations or enterprises that the officer or director was serving at the
request of the corporation, except in the case of willful misconduct or a
knowing violation of a criminal law. Dominion Resources is required to
indemnify its directors and officers in all such proceedings if they have not
violated this standard.
<PAGE>
In addition, Article VI of Dominion Resources' Articles of Incorporation
limits the liability of its directors and officers to the full extent
permitted by the Virginia Act as now and hereafter in effect. The Virginia
Act places a limit on the liability of a director or officer in derivative or
shareholder proceedings equal to the lesser of (i) the amount specified in the
corporation's articles of incorporation or a shareholder-approved bylaw; or
(ii) the greater of (a) $100,000 or (b) twelve months of cash compensation
received by the director or officer. The limit does not apply in the event
the director or officer has engaged in willful misconduct or a knowing
violation of a criminal law or a federal or state securities law. The effect
of Dominion Resources' Articles of Incorporation, together with the Virginia
Act, is to eliminate liability of directors and officers for monetary damages
in derivative or shareholder proceedings so long as the required standard of
conduct is met.
Dominion Resources has purchased directors' and officers' liability
insurance policies. Within the limits of their coverage, the policies insure
(1) the directors and officers of the Company against certain losses resulting
from claims against them in their capacities as directors and officers to the
extent that such losses are not indemnified by the Company and (2) the Company
to the extent that it indemnifies such directors and officers for losses as
permitted under the laws of Virginia.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits:
4(i) -- Articles of Incorporation of Dominion Resources as in effect
on May 4, 1987 (Exhibit 3(i), Form 10-K for the fiscal year
ended December 31, 1993, File No. 1-8489, incorporated by
reference).
4(ii) -- Bylaws of Dominion Resources as in effect on September 21, 1994
(Exhibit 3(ii), Form 10-K for the fiscal year ended December
31, 1994, File No. 1-8489, incorporated by reference).
5 -- Opinion of James F. Stutts, Esq., Vice President and General
Counsel of Dominion Resources, Inc. (filed herewith).
23(i) -- Consent of Deloitte & Touche LLP (filed herewith).
23(ii) -- Consent of James F. Stutts, Esq. (included in Exhibit 5).
99 -- Dominion Resources, Inc. Directors' Stock Compensation Plan
(filed herewith).
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;
<PAGE>
(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 paragraphs (a)(1)(i) and (a)(1)(ii) 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 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.
(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 this offer.
(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 13(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.
(h) 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.
<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 City of Richmond, Commonwealth of Virginia,
on the 9th day of April, 1998.
DOMINION RESOURCES, INC.
By THOS. E. CAPPS
(Thos. E. Capps, Chairman of the
Board of Directors, President and
Chief Executive Officer)
Pursuant to requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
and on the 9th day of April, 1998. The officers and directors whose
signatures appear below hereby constitute James F. Stutts, Patricia A.
Wilkerson or W. H. Riggs, Jr., any of whom may act, as their true and lawful
attorneys-in-fact, with full power to sign on their behalf individually and in
each capacity stated below and file all amendments and post-effective
amendments to the registration statement making such changes in the
registration statement as the registrant deems appropriate, and generally to
do all things in their name and in their capacities as officers and directors
to enable the registrant to comply with the provisions of the Securities Act
of 1933 and all requirements of the Securities and Exchange Commission.
Signature Title
JOHN B. ADAMS, JR.
John B. Adams, Jr. Director
JOHN B. BERNHARDT
John B. Bernhardt Director
THOS. E. CAPPS
Thos. E. Capps Chairman of the Board of Directors,
President and Chief Executive Officer
BENJAMIN J. LAMBERT, III
Benjamin J. Lambert, III Director
Richard L. Leatherwood Director
HARVEY L. LINDSAY, JR.
Harvey L. Lindsay, Jr. Director
K. A. Randall Director
<PAGE>
Signature Title
WILLIAM T. ROOS
William T. Roos Director
FRANK S. ROYAL
Frank S. Royal Director
JUDITH B. SACK
Judith B. Sack Director
S. DALLAS SIMMONS
S. Dallas Simmons Director
ROBERT H. SPILMAN
Robert H. Spilman Director
E. M. ROACH, JR.
E. M. Roach, Jr. Executive Vice President
(Chief Financial Officer)
J. L. TRUEHEART
J. L. Trueheart Vice President and Controller
(Principal Accounting Officer)
EXHIBIT INDEX
Sequentially
Exhibit No. Exhibit Number Page
4(i) Articles of Incorporation as in effect May 4,
1987 (Exhibit 3(i), Form 10-K for the fiscal
year ended December 31, 1993, File No. 1-8489,
incorporated by reference).
4(ii) Bylaws of Dominion Resources, Inc. as in effect
September 21, 1994 (Exhibit 3(ii), Form 10-K
for the fiscal year ended December 31, 1994,
File No. 1-8489, incorporated by reference).
5 Opinion of James F. Stutts, Esq., Vice President
and General Counsel of Dominion Resources, Inc.
(filed herewith).
23(i) Consent of Deloitte & Touche LLP (filed herewith).
23(ii) Consent of James F. Stutts, Esq., Vice President
and General Counsel of Dominion Resources, Inc.
(contained in Exhibit 5).
99 Dominion Resources, Inc. Directors' Stock
Compensation Plan (filed herewith).
Exhibit 5
Dominion Resources, Inc.
P. O. Box 26532
Richmond, Virginia 23261
April 9, 1998
Board of Directors
Dominion Resources, Inc.
P. O. Box 26532
Richmond, Virginia 23261
Dear Sir/Madam:
I am Vice President and General Counsel of Dominion Resources, Inc. (the
Company), and I have advised the Company in connection with the registration,
pursuant to a Registration Statement on Form S-8 being filed with the
Securities and Exchange Commission under the Securities Act of 1933 of
1,000,000 shares of the Company's Common Stock, without par value (the Common
Stock), which have been reserved for issuance pursuant to the Dominion
Resources, Inc. Directors' Stock Compensation Plan (the Plan). In connection
with the filing of the Registration Statement, you have requested my opinion
concerning certain corporate matters.
I am of the opinion that the issuance of Common Stock has been duly authorized
and when issued in accordance with the terms and provisions of the Plan, the
shares of Common Stock will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, I do not thereby admit that I
am within the category of persons where consent is required under Section 7 of
the Securities Act of 1933 and the rules and regulations thereunder.
Very truly yours,
/s/JAMES F. STUTTS
James F. Stutts, Esq.
Vice President and General Counsel
Exhibit 23(i)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
Dominion Resources, Inc. on Form S-8 of the report of Deloitte & Touche LLP
dated February 9, 1998 and incorporated by reference in the Annual Report on
Form 10-K of Dominion Resources, Inc. for the year ended December 31, 1997.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Richmond, Virginia
April 9, 1998
Exhibit 99
DOMINION RESOURCES, INC.
DIRECTORS STOCK COMPENSATION PLAN
<PAGE>
TABLE OF CONTENTS
Page
1. PURPOSE.. . . . . . . . . . . . . . . . . . . . . . . .2
2. DEFINITIONS.. . . . . . . . . . . . . . . . . . . . . .2
3. PARTICIPATION IN THE PLAN.. . . . . . . . . . . . . . .3
4. STOCK RESERVED FOR THE PLAN.. . . . . . . . . . . . . .3
5. DEFERRALS OF ANNUAL STOCK RETAINER. . . . . . . . . . .3
6. EFFECT OF STOCK DIVIDENDS AND OTHER CHANGES TO
COMPANY STOCK. . . . . . . . . . . . . . . . . . . . . 4
7. INTERPRETATION AND ADMINISTRATION OF THE PLAN.. . . . .4
8. TERM OF THE PLAN. . . . . . . . . . . . . . . . . . . .4
9. AMENDMENT OF THE PLAN.. . . . . . . . . . . . . . . . .4
10. RIGHTS UNDER THE PLAN.. . . . . . . . . . . . . . . . .4
11. BENEFICIARY.. . . . . . . . . . . . . . . . . . . . . .4
12. NOTICE. . . . . . . . . . . . . . . . . . . . . . . . .5
13. CONSTRUCTION. . . . . . . . . . . . . . . . . . . . . .5
<PAGE>
1. Purpose.
The Dominion Resources, Inc. Directors Stock Compensation Plan (the
"Plan") provides a mechanism for the Board of Directors of Dominion Resources,
Inc. and certain subsidiaries to pay a portion of their non-employee
directors' compensation in the Company's common stock. It also allows such
director to defer receipt of such stock until a future date, if desired.
2. Definitions.
As used in the Plan, the following terms have the meanings indicated:
(a) "Annual Meeting" means, for the Dominion Resources Board,
the annual meeting of shareholders at which a class of members of the Dominion
Resources Board is routinely elected. The Annual Meeting for any other Board
shall be the same as for the Dominion Resources Board unless that Board
establishes a different date as an Annual Meeting date.
(b) "Annual Stock Retainer" means that portion of an Eligible
Director's annual retainer paid in Company Stock.
(c) "Board" means the Dominion Resources Board or the board of
directors of any wholly-owned subsidiary of the Company that is designated by
the Dominion Resources Board as a Board eligible to participate in this plan.
(d) "Change of Control" means an event described in (i) or
(ii):
(i) any person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended,
becomes the owner or beneficial owner of Dominion Resources
securities having 20% or more of the combined voting power of
the then outstanding Dominion Resources securities that may be
cast for the election of Dominion Resources' directors (other
than as a result of an issuance of securities initiated by
Dominion Resources, or open market purchases approved by the
Dominion Resources Board, as long as the majority of the
Dominion Resources Board approving the purchases is also the
majority at the time the purchases are made); or
(ii) as the direct or indirect result of, or in
connection with, a cash tender or exchange offer, a merger or
other business combination, a sale of assets, a contested
election, or any combination of these transactions, the persons
who were directors of Dominion Resources before such trans-
actions cease to constitute a majority of the Dominion
Resources Board, or any successor's board, within two years of
the last of such transactions.
(e) "Company" means Dominion Resources, Inc., or any successor
business by merger, purchase, or otherwise that maintains the Plan.
(f) "Company Stock" means the common stock of Dominion
Resources, Inc. In the event of a change in the capital structure of the
Company, the shares resulting from such a change shall be deemed to be the
Company Stock (as provided in Section 6) within the meaning of the Plan.
(g) "Dominion Resources Board" means the Board of Directors of
Dominion Resources, Inc.
(h) "Eligible Director" means a member of a Board who is not an
employee of the Company or any subsidiary of the Company.
(i) "Plan Year" for any Board means the period beginning on the
date of an Annual Meeting of that Board and ending on the day before the next
Annual Meeting of that Board.
3. Participation in the Plan.
At each Annual Meeting, Eligible Director may receive an Annual Stock
Retainer. The Board on which the Eligible Director is a member shall
determine the Annual Stock Retainer, if any, subject to approval by the
Dominion Resources Board. An Eligible Director whose service terminates at an
Annual Meeting shall not receive an Annual Stock Retainer. An Eligible
Director also may elect to defer receipt of an Annual Stock Retainer as
provided in Section 5.
4. Stock Reserved for the Plan.
The aggregate number of shares of Company Stock authorized for
distribution to Eligible Directors under Section 3 is 1,000,000, subject to
adjustment pursuant to Section 6.
5. Deferrals of Annual Stock Retainer.
(a) An Eligible Director may elect to defer the payment of some
or the entire Annual Stock Retainer by completing a deferral election (a
"Deferral Election"). A Deferral Election must be in writing and delivered to
the Corporate Secretary of the Company before the Annual Meeting for the Plan
Year to which the Deferral Election pertains. For the first year of the Plan's
operation, the election must be made before the first Annual Meeting occurring
after adoption of the Plan. A Deferral Election shall be irrevocable in
respect to the Plan Year to which it pertains. A Deferral Election must
specify the applicable number or percentage of the shares of Company Stock
that the Eligible Director wishes to defer. A Deferral Election may be made
for a single Plan Year or may be made applicable to all future Plan Years
until revoked. Any revocation shall be effective as of the first day of the
next Plan Year after the revocation is made.
(b) With respect to all shares of Company Stock for which a
Deferral Election is made, the Company shall issue shares of Company Stock to
a trust. The Corporate Secretary of the Company shall be the trustee of the
trust unless the Board designates another person or entity as trustee. The
trust shall secure the Company's obligation to pay shares of Company Stock to
the Eligible Director. The trust and its assets shall remain subject to the
claims of the Company's creditors. Any interest that the Eligible Director
may be deemed to have in the trust may not be sold, hypothecated or
transferred (including, without limitation, transfer by gift), except by will
or the laws of descent and distribution. Shares issued to the trust shall be
issued in the name of the trustee and the trustee shall maintain a separate
account for each Eligible Director. The trustee shall invest all cash
dividends on Company Stock in additional shares of Company Stock to be held in
the separate account of the Eligible Director. The Eligible Director shall
have the right to direct the trustee as to the voting of the shares of Company
Stock held in the Eligible Director's account.
(c) A Deferral Election shall provide for distribution of the
Company Stock held in such director's account at a future date or dates
elected by the Eligible Director and provided on the Deferral Election Form.
(d) Before a Change of Control, an Eligible Director may elect
to receive a single lump sum transfer of the Company Stock in his or her
account upon a Change of Control. The trustee shall distribute the Company
Stock as soon as practicable after the Change of Control occurs unless the
Eligible Director elects a later date for distribution.
<PAGE>
(e) Upon the death of an Eligible Director, the Eligible
Director's Beneficiary will receive the balance of any undistributed Company
Stock held in such director's account in a single lump sum transfer as soon as
practicable after the death.
6. Effect of Stock Dividends and Other Changes to Company Stock.
In the event of a stock dividend, stock split or combination of
shares, recapitalization or merger in which the Company is the surviving
corporation or other change in the Company's capital stock, the number and
kind of shares of stock of the Company to be subject to the Plan and the
maximum number of shares which are authorized for distribution under the Plan
shall be appropriately adjusted by the Dominion Resources Board, whose
determination shall be binding on all persons.
7. Interpretation and Administration of the Plan.
The Dominion Resources Board shall administer, construe and interpret
the Plan. Any decision of the Dominion Resources Board with respect to the
Plan shall be final, conclusive and binding upon all Eligible Directors. The
Dominion Resources Board may act by a majority of its members. The Dominion
Resources Board may authorize any member of the Board or any officer of the
Company to execute and deliver documents on behalf of the Dominion Resources
Board. The Dominion Resources Board may consult with counsel, who may be
counsel to the Company, and shall not incur any liability for action taken in
good faith in reliance upon the advice of counsel. The Corporate Secretary of
the Company shall be authorized to take or cause to be taken such actions of a
ministerial nature as necessary to effectuate the intent and purposes of the
Plan, including issuing Company Stock for the Plan, maintaining records of the
trust accounts of Eligible Directors and arranging for distributions of such
accounts.
8. Term of the Plan.
The Plan shall become effective when adopted by the Dominion
Resources Board. The Plan shall continue until terminated at any time by
action of the Dominion Resources Board or until there are no remaining shares
available for the Plan under Section 4. Any termination of the Plan by the
Dominion Resources Board shall not alter or impair any of the rights or
obligations for Company Stock previously deferred.
9. Amendment of the Plan.
The Dominion Resources Board may suspend or terminate the Plan or
revise or amend the Plan in any respect; provided, any amendment or termina-
tion of the Plan shall not adversely affect an Eligible Director with respect
to any Company Stock previously deferred.
10. Rights Under the Plan.
The Plan shall not constitute or be evidence of any agreement or
understanding, express or implied, that the Company or any subsidiary will
retain any person as a director for any period of time.
11. Beneficiary.
An Eligible Director may designate in writing delivered to the
Company, one or more beneficiaries (which may include a trust) to receive any
distributions under the Plan after the death of the Eligible Director. If an
Eligible Director fails to designate a beneficiary, or no designated
beneficiary survives the Eligible Director, any payments to be made with
respect to the Eligible Director after death shall be made to the personal
representative of the Eligible Director's estate.
12. Notice.
All notices and other communications required or permitted to be
given under this Plan shall be in writing and shall be deemed to have been
duly given if delivered personally or mailed first class, postage prepaid, as
follows: (a) if to the Company - at its principal business address to the
attention of the Corporate Secretary; (b) if to any Eligible Director - at the
last address of the Eligible Director known to the sender at the time the
notice or other communication is sent.
13. Construction.
The Plan shall be construed and enforced according to the laws of the
Commonwealth of Virginia. Headings and captions are for convenience only and
have no substantive meaning. Reference to one gender includes the other, and
references to the singular and plural include each other.
