Registration No. 33-31029
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
under
the Securities Act of 1933
NICOR Inc.
(Name of registrant)
ILLINOIS 36-2855175
(State of Incorporation) (IRS Employer Identification No.)
1844 Ferry Road
Naperville, Illinois 60563-9600
(Address of principal executive offices)
NICOR Inc. 1989 Long-Term Incentive Plan
and NICOR Inc. 1997 Long-Term Incentive Plan
(Full title of the plans)
David L. Cyranoski
Senior Vice President, Secretary and Controller
NICOR Inc.
1844 Ferry Road
Naperville, Illinois 60563-9600
(Name and address of agent for service)
Telephone number, including area code, of agent for service (630) 305-9500
PURPOSE OF AMENDMENT
In 1989, stockholders approved the NICOR Inc. 1989 Long-Term Incentive Plan
(the 1989 Plan) for key executives of NICOR. However, changes in Internal
Revenue Service regulations required stockholder approval of a similar
successor plan to retain the tax deductibility of the executive compensation
program. The NICOR Inc. 1997 Long-Term Incentive Plan (the 1997 Plan),
which was approved by stockholders on April 17, 1997, replaces the 1989 Plan
and allows NICOR to come into compliance with these regulations. Under the
1989 Plan, Stock Options for 737,000 shares were outstanding as of
June 6, 1997 and 994,800 shares remained available for additional
awards thereunder. The 1997 Plan authorizes 2,000,000 shares of Common
Stock, par value $2.50, to be used for stock options, alternate stock
rights, restricted stock and performance unit awards and this registration
statement is being amended to cover the issuance under the 1997 Plan of
shares of Common Stock registered hereunder and remaining unissued under the
1989 Plan. A separate registration statement is being filed pursuant to
General Instruction E to register shares issuable under the 1997 Plan in
excess of those remaining available and unissued under the 1989 Plan.
Part II.
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents, which have heretofore been filed with the
Commission pursuant to the Securities Exchange Act of 1934, are incorporated
herein by reference in this registration statement and shall be deemed to be
a part hereof:
(a) Annual Report of NICOR on Form 10-K for the year ended December 31,
1996.
(b) Quarterly Report of NICOR on Form 10-Q for the quarter ended
March 31, 1997.
(c) Description of common stock of NICOR included in Registration
Statement on Form 8-B dated March 19, 1976, Articles 13 and 14 of
NICOR's Articles of Incorporation concerning certain business
combinations and shareholder's meetings in Proxy Statement dated
March 12, 1987, and Article 5 of NICOR's Articles of Incorporation
concerning the effect of a two-for-one stock split of the Company's
shares included as Exhibit 3-06 in the 1992 Annual Report on Form
10-K.
All documents filed by NICOR with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, after the
date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to
be a part thereof from the date of filing such documents.
Item 4.Description of Securities.
Not applicable.
Item 5.Interest of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
NICOR is incorporated in Illinois. Section 8.75 of the Illinois
Business Corporation Act of 1983 permits, and in some circumstances
requires, indemnification of officers, directors and employees of NICOR.
The Articles of Incorporation of NICOR provide indemnification for all
officers, directors or employees of NICOR. Coverage may also be extended to
persons who, at the request of NICOR, serve as agents of NICOR or of any
other corporations, associations or entities. Indemnification is provided,
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except in relation to matters as to which it is finally adjudged or
determined that the person breached a duty to NICOR, or the person failed to
act in good faith for a purpose which the person reasonably believed to be
in the best interest of NICOR, or, in the case of criminal litigation, the
person had reasonable cause to believe that such conduct was unlawful. If
the required indemnification standard is met, indemnification would cover
the liabilities and reasonable expenses of the person.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of NICOR pursuant to the foregoing provisions, or otherwise, NICOR 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 NICOR of expenses
incurred or paid by a director, officer or controlling person of NICOR in
the successful defense of any action, suit or proceeding, or claims to the
extent covered by contracts of insurance) is asserted by such director,
officer or controlling person in connection with the securities being
registered, NICOR 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 of 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.
NICOR maintains at its expense insurance policies which insure NICOR
and the officers and directors of NICOR against certain liabilities,
including certain liabilities which might arise under the Securities Act of
1933.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
Reference is made to the Exhibit Index on page S-6 filed herewith.
Item 9. Undertakings
Rule 415 Offering
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;
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(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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of a prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
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;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with 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 the offering.
Filings Incorporating Subsequent Exchange Act Documents by Reference
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 section 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 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
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Filing of Registration Statement on Form S-8
Reference is made to Item 6, Indemnification of Directors and Officers,
for this Undertaking.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, NICOR Inc.
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 or Amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, at its general office, 1844 Ferry
Road, Naperville, Illinois, on the 6th day of June, 1997.
NICOR Inc.
By DAVID L. CYRANOSKI
David L. Cyranoski
Senior Vice President,
Secretary and Controller
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment thereto has been signed by the following
persons in the capacities indicated on June 6, 1997.
Signature Title
THOMAS L. FISHER Chairman, President, Chief
Thomas L. Fisher Executive Officer and Director
DAVID L. CYRANOSKI Senior Vice President,
David L. Cyranoski Secretary and Controller and
Principal Financial Officer
ROBERT M. BEAVERS, JR.* Director
BRUCE P. BICKNER* Director
JOHN H. BIRDSALL, III* Director
W. H. CLARK* Director
JOHN E. JONES* Director
DENNIS J. KELLER* Director
SIDNEY R. PETERSEN* Director
DANIEL R. TOLL* Director
PATRICIA A. WIER* Director
*By MARIANNE T. LORENZ
Marianne T. Lorenz (Attorney-in-fact)
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EXHIBIT INDEX
Exhibit
Number Description of Document
4.01* Articles of Incorporation of the Company. (File No. 2-55451,
Form S-14, Exhibit 1-03 and Exhibit B of Amendment No. 1
thereto.)
4.02* Amendment to Articles of Incorporation of the Company. (Proxy
Statement dated April 20, 1979, Item 3 thereto.)
4.03* Amendment to Articles of Incorporation of the Company. (File No.
2-68777, Form S-16, Exhibit 2-01.)
4.04* Amendment to Articles of Incorporation of the Company. (File No.
1-7297, Form 10-K for 1985, Exhibit 3-03.)
4.05* Amendment to Articles of Incorporation of the Company. (Proxy
Statement dated March 12, 1987, Exhibit A and Exhibit B thereto.)
4.06* Amendment to Articles of Incorporation of the Company. (File No.
1-7297, Form 10-K for 1992, Exhibit 3-06.)
4.07* Amendments to Articles of Incorporation of the Company. (Proxy
Statement dated March 9, 1994, Exhibit A-1 and Exhibit B
thereto.)
4.08* By-laws of the Company as amended by the Company's Board of
Directors on May 3, 1995. (File No. 1-7297, Form 10-Q for March
1995, Exhibit 3(ii).01.)
5.01 Legal Opinion.
23.01 Consent of Counsel. (Reference is made to Exhibit 5.01 for this
Consent.)
24.01 Powers of Attorney.
* The exhibits listed above have been heretofore filed with the Securities
and Exchange Commission as exhibits to registration statements or to other
filings with the Commission and are incorporated herein as exhibits by
reference. The file number and exhibit number of each such exhibit are
stated, in parentheses, in the description of such exhibit.
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NICOR Inc.
Form S-8
Exhibit 5.01
MAYER, BROWN & PLATT
190 South La Salle Street
Chicago, Illinois 60603-3441
June 5, 1997
NICOR Inc.
1844 West Ferry Road
Naperville, IL 60563
Ladies and Gentlemen:
We are representing NICOR Inc. (the "Company") in connection
with the filing of Post-Effective Amendment No. 1 to Registration
Statement No. 33-31029 and of a new registration statement (the
"Registration Statements") which together provide for the
registration under the Securities Act of 1933 of 2,000,000 shares
of its common stock (the "Stock") for offering pursuant to
NICOR's 1997 Long-Term Incentive Plan (the "Plan"). In
connection therewith, we have examined or are otherwise familiar
with the Articles of Incorporation of the Company as amended to
date, the By-Laws of the Company as amended to date, the Plan,
the Registration Statements, minutes of such meetings of the
Board of Directors and Stockholders of the Company as we have
deemed necessary and such other documents and instruments as we
have deemed necessary for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that the
Stock is duly authorized for issue and, when issued and delivered
to participants or their transferees in accordance with the
provisions of the Plan, will be legally issued, fully paid and
non-assessable shares of the Company.
We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statements.
Very truly yours,
MAYER, BROWN & PLATT
Mayer, Brown & Platt
NICOR Inc.
Form S-8
Exbibit 24.01
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer, or Director
and Officer of NICOR Inc., an Illinois corporation, does hereby
constitute and appoint D. L. CYRANOSKI and M. T. LORENZ, and each
of them, the undersigned's true and lawful attorneys and agents,
each with full power and authority (acting alone and without the
other) to execute in the name and on behalf of the undersigned as
such Director, Officer, or Director and Officer, a Post-Effective
Amendment (or amendments thereto as may be necessary) to a
Registration Statement under the Securities Act of 1933, with
respect to the NICOR Inc. 1989 Long-Term Incentive Plan, hereby
granting to such attorneys and agents, and each of them, full
power of substitution and revocation in the premises; and hereby
ratifying and confirming all that such attorneys and agents, or
any of them, may do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, I have hereunto signed this Power
of Attorney this 4th day of June, 1997.
ROBERT M. BEAVERS, JR.
Robert M. Beavers, Jr.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer, or Director
and Officer of NICOR Inc., an Illinois corporation, does hereby
constitute and appoint D. L. CYRANOSKI and M. T. LORENZ, and each
of them, the undersigned's true and lawful attorneys and agents,
each with full power and authority (acting alone and without the
other) to execute in the name and on behalf of the undersigned as
such Director, Officer, or Director and Officer, a Post-Effective
Amendment (or amendments thereto as may be necessary) to a
Registration Statement under the Securities Act of 1933, with
respect to the NICOR Inc. 1989 Long-Term Incentive Plan, hereby
granting to such attorneys and agents, and each of them, full
power of substitution and revocation in the premises; and hereby
ratifying and confirming all that such attorneys and agents, or
any of them, may do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, I have hereunto signed this Power
of Attorney this 4th day of June, 1997.
BRUCE P. BICKNER
Bruce P. Bickner
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer, or Director
and Officer of NICOR Inc., an Illinois corporation, does hereby
constitute and appoint D. L. CYRANOSKI and M. T. LORENZ, and each
of them, the undersigned's true and lawful attorneys and agents,
each with full power and authority (acting alone and without the
other) to execute in the name and on behalf of the undersigned as
such Director, Officer, or Director and Officer, a Post-Effective
Amendment (or amendments thereto as may be necessary) to a
Registration Statement under the Securities Act of 1933, with
respect to the NICOR Inc. 1989 Long-Term Incentive Plan, hereby
granting to such attorneys and agents, and each of them, full
power of substitution and revocation in the premises; and hereby
ratifying and confirming all that such attorneys and agents, or
any of them, may do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, I have hereunto signed this Power
of Attorney this 4th day of June, 1997.
JOHN H. BIRDSALL, III
John H. Birdsall, III
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer, or Director
and Officer of NICOR Inc., an Illinois corporation, does hereby
constitute and appoint D. L. CYRANOSKI and M. T. LORENZ, and each
of them, the undersigned's true and lawful attorneys and agents,
each with full power and authority (acting alone and without the
other) to execute in the name and on behalf of the undersigned as
such Director, Officer, or Director and Officer, a Post-Effective
Amendment (or amendments thereto as may be necessary) to a
Registration Statement under the Securities Act of 1933, with
respect to the NICOR Inc. 1989 Long-Term Incentive Plan, hereby
granting to such attorneys and agents, and each of them, full
power of substitution and revocation in the premises; and hereby
ratifying and confirming all that such attorneys and agents, or
any of them, may do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, I have hereunto signed this Power
of Attorney this 4th day of June, 1997.
W. H. CLARK
W. H. Clark
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer, or Director
and Officer of NICOR Inc., an Illinois corporation, does hereby
constitute and appoint D. L. CYRANOSKI and M. T. LORENZ, and each
of them, the undersigned's true and lawful attorneys and agents,
each with full power and authority (acting alone and without the
other) to execute in the name and on behalf of the undersigned as
such Director, Officer, or Director and Officer, a Post-Effective
Amendment (or amendments thereto as may be necessary) to a
Registration Statement under the Securities Act of 1933, with
respect to the NICOR Inc. 1989 Long-Term Incentive Plan, hereby
granting to such attorneys and agents, and each of them, full
power of substitution and revocation in the premises; and hereby
ratifying and confirming all that such attorneys and agents, or
any of them, may do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, I have hereunto signed this Power
of Attorney this 4th day of June, 1997.
JOHN E. JONES
John E. Jones
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer, or Director
and Officer of NICOR Inc., an Illinois corporation, does hereby
constitute and appoint D. L. CYRANOSKI and M. T. LORENZ, and each
of them, the undersigned's true and lawful attorneys and agents,
each with full power and authority (acting alone and without the
other) to execute in the name and on behalf of the undersigned as
such Director, Officer, or Director and Officer, a Post-Effective
Amendment (or amendments thereto as may be necessary) to a
Registration Statement under the Securities Act of 1933, with
respect to the NICOR Inc. 1989 Long-Term Incentive Plan, hereby
granting to such attorneys and agents, and each of them, full
power of substitution and revocation in the premises; and hereby
ratifying and confirming all that such attorneys and agents, or
any of them, may do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, I have hereunto signed this Power
of Attorney this 4th day of June, 1997.
DENNIS J. KELLER
Dennis J. Keller
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer, or Director
and Officer of NICOR Inc., an Illinois corporation, does hereby
constitute and appoint D. L. CYRANOSKI and M. T. LORENZ, and each
of them, the undersigned's true and lawful attorneys and agents,
each with full power and authority (acting alone and without the
other) to execute in the name and on behalf of the undersigned as
such Director, Officer, or Director and Officer, a Post-Effective
Amendment (or amendments thereto as may be necessary) to a
Registration Statement under the Securities Act of 1933, with
respect to the NICOR Inc. 1989 Long-Term Incentive Plan, hereby
granting to such attorneys and agents, and each of them, full
power of substitution and revocation in the premises; and hereby
ratifying and confirming all that such attorneys and agents, or
any of them, may do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, I have hereunto signed this Power
of Attorney this 4th day of June, 1997.
SIDNEY R. PETERSEN
Sidney R. Petersen
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer, or Director
and Officer of NICOR Inc., an Illinois corporation, does hereby
constitute and appoint D. L. CYRANOSKI and M. T. LORENZ, and each
of them, the undersigned's true and lawful attorneys and agents,
each with full power and authority (acting alone and without the
other) to execute in the name and on behalf of the undersigned as
such Director, Officer, or Director and Officer, a Post-Effective
Amendment (or amendments thereto as may be necessary) to a
Registration Statement under the Securities Act of 1933, with
respect to the NICOR Inc. 1989 Long-Term Incentive Plan, hereby
granting to such attorneys and agents, and each of them, full
power of substitution and revocation in the premises; and hereby
ratifying and confirming all that such attorneys and agents, or
any of them, may do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, I have hereunto signed this Power
of Attorney this 4th day of June, 1997.
DANIEL R. TOLL
Daniel R. Toll
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer, or Director
and Officer of NICOR Inc., an Illinois corporation, does hereby
constitute and appoint D. L. CYRANOSKI and M. T. LORENZ, and each
of them, the undersigned's true and lawful attorneys and agents,
each with full power and authority (acting alone and without the
other) to execute in the name and on behalf of the undersigned as
such Director, Officer, or Director and Officer, a Post-Effective
Amendment (or amendments thereto as may be necessary) to a
Registration Statement under the Securities Act of 1933, with
respect to the NICOR Inc. 1989 Long-Term Incentive Plan, hereby
granting to such attorneys and agents, and each of them, full
power of substitution and revocation in the premises; and hereby
ratifying and confirming all that such attorneys and agents, or
any of them, may do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, I have hereunto signed this Power
of Attorney this 4th day of June, 1997.
PATRICIA A. WIER
Patricia A. Wier
