As filed with the Securities and Exchange Commission on September 22, 2000.
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NORTHWEST NATURAL GAS COMPANY
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(Exact name of registrant as specified in its charter)
OREGON 93-0256722
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
220 N.W. SECOND AVENUE, PORTLAND, OREGON 97209
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(Address of Principal Executive Offices) (Zip Code)
NORTHWEST NATURAL GAS COMPANY
EMPLOYEE STOCK PURCHASE PLAN
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(Full title of the Plan)
RICHARD G. REITEN
President
and Chief Executive Officer
One Pacific Square, 220 N.W. Second Avenue
Portland, Oregon 97209
503-226-4211
C. J. RUE JOHN T. HOOD, ESQ.
Secretary Thelen Reid & Priest LLP
One Pacific Square, 40 West 57th Street
220 N.W. Second Avenue New York, New York 10019
Portland, Oregon 97209 212-603-2000
503-226-4211
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(Names, addresses and telephone numbers, including area codes, of
agents for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------- -------------------- ---------------- ----------------- -------------
PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT TO MAXIMUM MAXIMUM AMOUNT OF
TO BE REGISTERED BE REGISTERED OFFERING PRICE AGGREGATE REGISTRATION
PER SHARE(1) OFFERING PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock, $3 1/6 par value 200,000 shares $23.19 $4,638,000 $1,224.43
-------------------------------- -------------------- ---------------- ----------------- -------------
Rights to Purchase Common Stock 200,000 rights (2) -- -- --
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(1) Estimated, pursuant to Rule 457(c) and (h) of the Securities Act of 1933,
solely for the purpose of determining the registration fee (based on the average
($23.19 per share) of the highest and the lowest sale price of Northwest Natural
Gas Company's common stock on the NYSE composite tape on September 21, 2000).
(2) Since no separate consideration is paid for the Rights to Purchase Common
Stock (Rights), the registration fee for such securities is included in the fee
for the Common Stock. The value attributable to the Rights, if any, is reflected
in the market price of the Common Stock.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to the registration of 200,000
additional shares of the same class as other securities for which a Registration
Statement on Form S-8 (Reg. No. 2-77195) relating to the Employee Stock Purchase
Plan is effective.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Northwest Natural Gas
Company (Company), File No. 0-994, with the Securities and Exchange Commission
(Commission) pursuant to the Securities Exchange Act of 1934, as amended
(Exchange Act) are incorporated herein by reference into this registration
statement:
(a) Annual Report of the Company on Form 10-K for the year ended December
31, 1999.
(b) Quarterly Reports of the Company on Form 10-Q for the quarters ended
March 31 and June 30, 2000.
(c) Current Report of the Company on Form 8-K dated May 25, 2000.
(d) The Company's Registration Statements on Form 8-A dated February 27,
1996, June 29, 2000 and June 29, 2000.
All documents filed by the Company pursuant to sections 13(a), 13(c) and 14
of the Exchange Act after the date of this registration statement and prior to
the termination of the offering hereunder shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the
respective date of the filing of such documents, provided, however, that the
documents enumerated in (a) through (d) above or subsequently filed by the
Company pursuant to Section 13 of the Exchange Act prior to the filing with the
Commission of the Company's most recent Annual Report on Form 10-K shall not be
incorporated by reference in this registration statement or be a part hereof
from and after the filing of such Annual Report on Form 10-K. The documents
which are incorporated by reference in this registration statement are sometimes
hereinafter referred to as the "Incorporated Documents."
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed document
which 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
As of August 31, 2000, Mark S. Dodson, Esquire, Senior Vice President and
General Counsel of the Company, owned 11,766 shares of the Company's common
stock and had been granted options to purchase an additional 12,500 shares.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Oregon Business Corporation Act (the Act) provides, in general, that a
director or officer of a corporation who has been or is threatened to be made a
defendant in a legal proceeding because that person is or was a director or
officer of the corporation:
(1) shall be indemnified by the corporation for all expenses of such litigation
when the director or officer is wholly successful on the merits or otherwise;
(2) may be indemnified by the corporation for the expenses, judgments, fines and
amounts paid in settlement of such litigation (other than a derivative lawsuit)
if he or she acted in good faith and in a manner reasonably believed to be in,
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or at least not opposed to, the best interests of the corporation (and, in the
case of a criminal proceeding, had no reasonable cause to believe the conduct
was unlawful); and
(3) may be indemnified by the corporation for expenses of a derivative lawsuit
(a suit by a shareholder alleging a breach by a director or officer of a duty
owed to the corporation) if he or she acted in good faith and in a manner
reasonably believed to be in, or at least not opposed to, the best interests of
the corporation, provided the director or officer is not adjudged liable to the
corporation.
The Act also authorizes the advancement of litigation expenses to a
director or officer upon receipt of a written affirmation of the director's or
officer's good faith belief that the standard of conduct in Section (2) or (3)
above has been met and an undertaking by such director or officer to repay such
expenses if it is ultimately determined that he or she did not meet that
standard and, therefore, is not entitled to be indemnified. The Act also
provides that the indemnification provided thereunder shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any bylaw, agreement, vote of shareholders or disinterested directors or
otherwise.
The Company's Bylaws provide that the Company shall indemnify directors and
officers to the fullest extent permitted under the Act, thus making mandatory
the discretionary indemnification authorized by the Act.
The Company's Restated Articles of Incorporation provide that the Company
shall indemnify its officers and directors to the fullest extent permitted by
law, which may be broader than the indemnification authorized by the Act.
The Company's shareholders have approved and the Company has entered into
indemnity agreements with its directors and officers which provide for indemnity
to the fullest extent permitted by law and also alter or clarify the statutory
indemnity in the following respects:
(1) prompt advancement of litigation expenses is provided if the director or
officer makes the required affirmation and undertaking;
(2) the director or officer is permitted to enforce the indemnity obligation in
court and the burden is on the Company to prove that the director or officer is
not entitled to indemnification;
(3) indemnity is explicitly provided for judgments and settlements in derivative
actions;
(4) prompt indemnification is provided unless a determination is made that the
director or officer is not entitled to indemnification; and
(5) partial indemnification is permitted if the director or officer is not
entitled to full indemnification.
The Company maintains in effect a policy of insurance providing for
reimbursement to the Company of payments made to directors and officers as
indemnity for damages, judgments, settlements, costs and expenses incurred by
them which the Company may be required or permitted to make according to
applicable law, common or statutory, or under provisions of its Restated
Articles of Incorporation, Bylaws or agreements effective under such laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
3.1 Restated Articles of Incorporation of the Company, as filed and
effective June 24, 1988 and amended December 8, 1992, December 1, 1993
and May 27, 1994 (incorporated by reference to Exhibit (3a.) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1994, File No. 0-994).
3.2 Bylaws of the Company, as amended February 25, 1999 (incorporated by
reference to Exhibit 3 to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1999, File No. 0-994).
4.1 Rights Agreement, dated as of February 27, 1996, between the Company
and Boatmen's Trust Company (ChaseMellon Shareholder Services,
successor), which includes as Exhibit A thereto the form of a Right
Certificate and as Exhibit B thereto the Summary of Rights to Purchase
Common Shares (incorporated by reference to Exhibit 1 to Form 8-A,
dated February 27, 1996, File No. 0-994).
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5.1 Opinion of Mark S. Dodson, Esquire.
5.2 Opinion of Thelen Reid & Priest LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
24 Powers of Attorney (see pp. II-4 and II-5).
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 (the Securities Act);
(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 and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement; and
(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 (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 Sections 13 or 15(d) of the
Exchange Act that are incorporated by reference in the 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;
(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; and
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Sections 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(b) 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 provisions described under Item 6 above, 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 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
Securities Act and will be governed by the final adjudication of such issue.
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POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature appears
hereinafter hereby appoints Richard G. Reiten, C. J. Rue and John T. Hood, the
Agents for Service named in this registration statement, and each of them
severally, as his attorney-in-fact to sign in his name and behalf, in any and
all capacities stated below, and to file with the Securities and Exchange
Commission any and all amendments, including post-effective amendments, to this
registration statement, and the registrant hereby also appoints each such Agent
for Service as its attorney-in-fact with like authority to sign and file any
such amendments in its name and behalf.
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 Portland, and State of Oregon on the 22nd day of
September, 2000.
NORTHWEST NATURAL GAS COMPANY
By: /s/ Richard G. Reiten
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Richard G. Reiten
President and Chief Executive Officer
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.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Richard G. Reiten Principal Executive Officer, September 22, 2000
--------------------------------------- and Director
Richard G. Reiten
President and Chief Executive Officer
/s/ Bruce R. DeBolt Principal Financial Officer September 22, 2000
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Bruce R. DeBolt
Senior Vice President, Finance,
and Chief Financial Officer
/s/ Stephen P. Feltz Principal Accounting Officer September 22, 2000
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Stephen P. Feltz
Treasurer and Controller
/s/ Mary Arnstad Director )
--------------------------------------- )
Mary Arnstad )
)
)
/s/ Thomas E. Dewey, Jr. Director )
--------------------------------------- )
Thomas E. Dewey, Jr. )
)
)
/s/ Tod R. Hamachek Director )
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Tod R. Hamachek )
)
)
/s/ Richard B. Keller Director ) September 22, 2000
--------------------------------------- )
Richard B. Keller )
)
)
/s/ Wayne D. Kuni Director )
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Wayne D. Kuni )
)
)
/s/ Randall C. Pape Director )
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Randall C. Pape )
)
)
/s/ Robert L. Ridgley Director )
--------------------------------------- )
Robert L. Ridgley )
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)
/s/ Dwight A. Sangrey Director )
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Dwight A. Sangrey )
)
)
/s/ Melody C. Teppola Director )
--------------------------------------- )
Melody C. Teppola )
)
)
/s/ Russell F. Tromley Director ) September 22, 2000
--------------------------------------- )
Russell F. Tromley )
)
)
/s/ Benjamin R. Whiteley Director )
--------------------------------------- )
Benjamin R. Whiteley )
)
)
/s/ Richard L. Woolworth Director )
--------------------------------------- )
Richard L. Woolworth )
</TABLE>
POWER OF ATTORNEY
The Plan hereby appoints the Agents for Service named in this registration
statement, and each of them severally, as its attorney-in-fact to sign in its
name and behalf and to file with the Securities and Exchange Commission, any and
all amendments, including post-effective amendments, to this registration
statement.
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Employee Stock Purchase Plan Committee has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, and the State of Oregon, on the 22nd day of
September, 2000.
NORTHWEST NATURAL GAS COMPANY
EMPLOYEE STOCK PURCHASE PLAN
By /s/ C.J. Rue
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C. J. Rue
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EXHIBIT INDEX
EXHIBIT
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3.1 Restated Articles of Incorporation of the Company, as filed
and effective June 24, 1988 and amended December 8, 1992,
December 1, 1993 and May 27, 1994 (incorporated by reference
to Exhibit (3a.) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1994, File No. 0-994).
3.2 Bylaws of the Company, as amended February 25, 1999
(incorporated by reference to Exhibit 3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March
31, 1999, File No. 0-994).
4.1 Rights Agreement, dated as of February 27, 1996, between the
Company and Boatmen's Trust Company (ChaseMellon Shareholder
Services, successor), which includes as Exhibit A thereto
the form of a Right Certificate and as Exhibit B thereto the
Summary of Rights to Purchase Common Shares (incorporated by
reference to Exhibit 1 to Form 8-A, dated February 27, 1996,
File No. 0-994).
5.1 Opinion of Mark S. Dodson, Esquire.
5.2 Opinion of Thelen Reid & Priest LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
24 Powers of Attorney (see pp. II-4 and II-5).
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