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As filed with the Securities and Exchange Commission on January 28, 2000
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)
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<S> <C>
VIRGINIA 54-1229715
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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120 TREDEGAR STREET, RICHMOND, VIRGINIA 23219
(Address of principal executive office, including zip code)
DOMINION RESOURCES, INC.
THRIFT PLANS OF CONSOLIDATED NATURAL GAS COMPANY
AND ITS PARTICIPATING SUBSIDIARIES
(Full Title of the Plan)
Patricia A. Wilkerson, Vice President and Corporate Secretary
W. H. Riggs, Jr., Assistant Corporate Secretary
DOMINION RESOURCES, INC.
120 Tredegar Street, Richmond, Virginia 23219
(Name and address of agent for service)
(804) 819-2000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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======================================================================================================
Title of Proposed Maximum Proposed Maximum
Securities to Amount to be Offering Price Per Aggregrate Offering Amount of
be Registered Registered Share(1) Price Registration Fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
without par 2,000,000 shares $42.46875 $84,937,500 $22,423.50
value
=======================================================================================================
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(1)Estimated solely for the purposes of calculating the registration fee as
contemplated by Rule 457 of the Securities Act of 1933, as amended, and based on
the average of the high and low prices reported by the New York Stock Exchange
composite tape by The Wall Street Journal for January 26, 2000.
(2)This registration also includes an indeterminate amount of Plan interest
to be offered or sold pursuant to the Thrift Plans of Consolidated Natural Gas
Company and its participating subsidiaries.
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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: (a) the Dominion
Resources Annual Report on Form 10-K for the fiscal year ended December 31,
1998; (b) the Dominion Resources Forms 10-Q filed for the periods ended March
31, 1999, June 30, 1999; and September 30, 1999 and the Dominion Resources Forms
8-K filed on March 29, 1999 and on January 3, 2000; and (c) the description of
Dominion Resource's 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), 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.
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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.
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, if the director conducted himself in good faith; and
the director believed, in the case of conduct in his official capacity with the
corporation, that his conduct was in its best interests, and, in all other
cases, that his conduct was at least not opposed to its best interests; and, in
the case of any criminal proceeding, the director had no reasonable cause to
believe his conduct was unlawful. A corporation may not indemnify a director in
connection with a proceeding by, or in the right of the corporation, in which
the director was adjudged liable to the corporation, or in connection with any
other proceeding charging improper personal benefit to him, whether or not
involving action in his official capacity, in which he was adjudged liable on
the basis that personal benefit was improperly received by him.
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 Dominion Resources 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 Dominion Resources and (2)
Dominion Resources to the extent that it indemnifies such directors and officers
for losses as permitted under the laws of Virginia.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4(i) Dominion Resources, Inc. Articles of Incorporation, as amended and
restated effective August 9, 1999 (Exhibit 3(i), Form 10-Q for the
quarter ended June 30, 1999, File No. 1-8489, incorporated by
reference).
4(ii) Dominion Resources, Inc. Bylaws as amended effective October 15,
1999 (Exhibit 3, Form 10-Q for the quarter ended September 30, 1999,
File No. 1-8489, incorporated by reference).
5 Opinion of James F. Stutts, Vice President and General Counsel of
Dominion Resources, Inc. (filed herewith).
23 Consent of Deloitte & Touche LLP (filed herewith).
24 Powers of Attorney (included on the signature page of the Form S-8
and incorporated herein by reference).
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.
(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;
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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 with or furnished to the
Commission 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.
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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 31st day
of January, 2000.
DOMINION RESOURCES, INC.
By /s/Thos. E. Capps
(Thos. E. Capps
Chairman of the Board of Directors,
President and Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated and on the 31st day of January, 2000. The officers and
directors whose signatures appear below hereby constitute Patricia A. Wilkerson
or W. H. Riggs, Jr., either 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.
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Signature Title
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/s/John B. Adams, Jr.
John B. Adams, Jr. Director
/s/John B. Bernhardt
John B. Bernhardt Director
/s/Thos. E. Capps
Thos. E. Capps Chairman of the Board of Directors, President and Chief
Executive Officer
/s/John W. Harris
John W. Harris Director
/s/Benjamin J. Lambert, III
Benjamin J. Lambert, III Director
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/s/Richard L. Leatherwood
Richard L. Leatherwood Director
/s/K. A. Randall
K. A. Randall Director
/s/Frank S. Royal
Frank S. Royal Director
/s/S. Dallas Simmons
S. Dallas Simmons Director
/s/Robert H. Spilman
Robert H. Spilman Director
/s/Judith B. Warrick
Judith B. Warrick Director
/s/David A. Wollard
David A. Wollard Director
/s/Thomas N. Chewning
Thomas N. Chewning Executive Vice President
(Chief Financial Officer)
/s/J. L. Trueheart
J. L. Trueheart Senior Vice President and Controller
(Principal Accounting Officer)
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the Dominion
Resources, Inc. Thrift Plans of Consolidated Natural Gas Company and its
Participating Subsidiaries committee members have duly caused this registration
statement to be signed on their behalf by the undersigned, thereunto duly
authorized in the City of Richmond, Commonwealth of Virginia, on the 31st day of
January 2000.
Dominion Resources, Inc.
Thrift Plans of Consolidated Natural Gas Company
and its Participating Subsidiaries
By /s/THOMAS N. CHEWNING
------------------------------------------
Thomas N. Chewning, Member of the Committee
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on the 31st day of January 2000, by
the members of the Committee for the administration of the Dominion Resources,
Inc. Thrift Plans of Consolidated Natural Gas Company and its Participating
Subsidiaries.
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Signature Title
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<S> <C>
/s/JAMES A. WHITE Chairman
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James A. White
/s/JOHN A. SHAW Member
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John A. Shaw
/s/THOMAS N. CHEWNING Member
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Thomas N. Chewning
/s/J.L. TRUEHEART Member
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J. L. Trueheart
/s/M. S. BOLTON, JR. Member
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M. S. Bolton, Jr.
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EXHIBIT INDEX
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Exhibit No. Exhibit
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4(i) Dominion Resources, Inc. Articles of Incorporation, as amended and restated
effective August 9, 1999 (Exhibit 3(i), Form 10-Q for the quarter ended June 30,
1999, File No. 1-8489, incorporated by reference).
4(ii) Dominion Resources, Inc. Bylaws as amended effective October 15, 1999 (Exhibit
3, Form 10-Q for the quarter ended September 30, 1999, File No. 1-8489,
incorporated by reference).
5 Opinion of James F. Stutts, Vice President and General Counsel of Dominion
Resources, Inc. (filed herewith).
23 Consent of Deloitte & Touche LLP (filed herewith).
24 Powers of attorney (included on the signature page of the Form S-8 and
incorporated herein by reference).
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Exhibit 5
Dominion Resources, Inc.
120 Tredegar Street
Richmond, Virginia 23219
January 31, 2000
Ladies and Gentlemen:
With respect to the Registration Statement on Form S-8 of Dominion Resources,
Inc. (the Company) in connection with the registration of 2,000,000 shares of
common stock, without par value, (Common Stock) reserved for issuance pursuant
to the Dominion Resources, Inc. Executive Stock Purchase and Loan Plan (the
Plan), I am of the opinion that the Common Stock when issued in accordance with
the terms and provisions of the Plan will be duly authorized, legally issued,
fully paid and nonassessable.
This opinion is limited to the laws of the Commonwealth of Virginia, and I
disclaim any opinion as to the laws of any other jurisdiction. I further
disclaim any opinion as to any statute, rule, regulation, ordinance, order or
other promulgation of any other jurisdiction or any regional or local
governmental body or as to any related judicial or administrative opinion. I
express no opinion as to the applicable choice of law provisions contained in
the Plan.
This opinion is rendered to you in connection with the issuance of Common Stock
and is solely for your benefit. The opinion may not be relied upon by any other
person, firm, corporation or other entity for any purpose, without prior written
consent.
I hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/James F. Stutts
JAMES F. STUTTS, ESQ.
Vice President and General Counsel
Dominion Resources, Inc.
<PAGE>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Dominion Resources, Inc. on Form S-8 of our report dated February 8, 1999
(February 22, 1999 as to Note X) incorporated by reference in the Annual Report
on Form 10-K of Dominion Resources, Inc. for the year ended December 31, 1998.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Richmond, Virginia
January 31, 2000
