As filed with the Securities and Exchange Commission on
February 14, 1995
Registration No. 33-_____
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ATMOS ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Texas 75-1743247
(State or other jurisdiction of (I.R.S. Employer
corporation or organization) Identification No.)
1800 Three Lincoln Centre,
Suite 1800
5430 LBJ Freeway
Dallas, Texas 75240
(Address of principal executive offices) (Zip Code)
THE ATMOS ENERGY CORPORATION
OUTSIDE DIRECTORS STOCK-FOR-FEE PLAN
(Full Title of Plan)
Copies to:
DON E. JAMES DAN BUSBEE
Senior Vice President and Locke Purnell Rain Harrell
General Counsel (A Professional Corporation)
Atmos Energy Corporation 2200 Ross Avenue, Suite 2200
Three Lincoln Centre, Suite 1800 Dallas, Texas 75201
5430 LBJ Freeway
Dallas, Texas 75240
(Name and address of agent
for service)
(214) 934-9227
(Telephone number, including area code, of agent for service) <PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
============================================================================================================
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered(a) per unit(b) offering price(b) registration fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value . . . 50,000 $17.0625 $853,125 $294.18
============================================================================================================
<FN>
(a) Includes such additional shares as may be issued as a result
of the antidilution provisions of the Plan.
(b) Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(h) on the
basis of the average of the high and low prices of the
Registrant's Common Stock as reported by the New York Stock
Exchange on February 8, 1995. <PAGE>
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Atmos Energy Corporation
("Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934
(the "Exchange Act") are incorporated by reference in this
Registration Statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1994;
(b) Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1994; and
(c) The description of Registrant's Common Stock contained
in Registrant's Form 10 (File No. 0-11249) filed with the
Commission on October 28, 1983, Form S-1 (File No. 33-21815)
filed with the Commission on May 12, 1988, and Form S-2 (File No.
33-38048) filed with the Commission on December 5, 1990,
including any amendment or report filed for the purpose of
updating such description.
All documents filed by Registrant pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to 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 hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Registrant's Common Stock
offered hereby has been passed upon for Registrant by the law
firm of Locke Purnell Rain Harrell (A Professional Corporation),
Dallas, Texas. Dan Busbee, a director of Registrant, is a
shareholder of Locke Purnell Rain Harrell (A Professional
Corporation).<PAGE>
Item 6. Indemnification of Directors and Officers.
The Texas Business Corporation Act permits, and in some
cases requires, corporations to indemnify directors and officers
who are or have been a party or are threatened to be made a party
to litigation against judgments, penalties (including excise and
similar taxes), fines, settlements, and reasonable expenses under
certain circumstances. Article IX of Registrant's Restated
Articles of Incorporation and Article IX of Registrant's Bylaws
provide for indemnification of judgments, penalties (including
excise and similar taxes), fines, settlements, and reasonable
expenses and the advance payment or reimbursement of such
reasonable expenses to directors and officers to the fullest
extent permitted by law.
The Texas Business Corporation Act also allows corporations,
with the approval of its shareholders, to limit the liability of
directors under certain circumstances. Article X of Registrant's
Restated Articles of Incorporation provides for such limitation
of liability to the fullest extent permitted by law.
Registrant maintains an officers' and directors' liability
insurance policy insuring officers and directors against certain
liabilities, including liabilities under the Securities Act of
1933, as amended (the "Securities Act"). The effect of such
policy is to indemnify the officers and directors of Registrant
against losses incurred by them while acting in such capacities.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed in the accompanying Index to Exhibits
are furnished as a part of this Registration Statement.
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;
-2-<PAGE>
(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 hereof) 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 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 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; and
(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 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.
(c) 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 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
-3-<PAGE>
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.
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 Dallas, State of Texas, on February 8, 1995.
ATMOS ENERGY CORPORATION
By:/s/Ronald L. Fancher
---------------------------
Ronald L. Fancher
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Ronald L.
Fancher and James F. Purser, and either of them, his true and
lawful attorney-in-fact and agent, 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 other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to
be done, 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
substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
-4- <PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/Charles K. Vaughan Chairman of the Board February 8, 1995
- -----------------------
Charles K. Vaughan
/s/Ronald L. Fancher President and February 8, 1995
- ----------------------- Chief Executive
Ronald L. Fancher Officer; Director
/s/James F. Purser Executive Vice President February 8, 1995
- --------------------- and Chief Financial
James F. Purser Officer
/s/David L. Bickerstaff Vice President and February 8, 1995
- ----------------------- Corporate Controller
David L. Bickerstaff (Chief Accounting Officer)
/s/Travis W. Bain II Director February 8, 1995
- -----------------------
Travis W. Bain II
/s/Dan Busbee Director February 8, 1995
- -----------------------
Dan Busbee
/s/Phillip E. Nichol Director February 8, 1995
- -----------------------
Phillip E. Nichol
/s/John W. Norris, Jr. Director February 8, 1995
- -----------------------
John W. Norris, Jr.
/s/Carl S. Quinn Director February 8, 1995
- -----------------------
Carl S. Quinn
-5-<PAGE>
/s/Lee E. Schlessman Director February 8, 1995
- -----------------------
Lee E. Schlessman
/s/Richard Ware II Director February 8, 1995
- -----------------------
Richard Ware II
/s/Dewey G. Williams Director February 8, 1995
- -----------------------
Dewey G. Williams
-6-<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
4.1(a) Restated Articles of Incorporation of Registrant
(incorporated by reference to Exhibit 3(a) of
Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1991).
4.1(b) Articles of Amendment to Restated Articles of
Incorporation of Atmos Energy Corporation, dated
February 8, 1995.
4.2 Bylaws of Registrant (Amended and restated as of May
11, 1994) (incorporated by reference to Exhibit 3 of
Registrant's Form 10-Q for the quarter ended June
30, 1994).
4.3 Specimen Common Stock Certificate (Atmos Energy
Corporation) (incorporated by reference to
Exhibit 4(b) of Registrant's Annual Report on Form
10-K (File No. 1-10042) for the fiscal year ended
September 30, 1988).
4.4(a) Rights Agreement, dated as of April 27, 1988,
between Registrant and The First National Bank of
Boston (successor trustee to Morgan Shareholder
Services Trust Company) (incorporated by reference
to Exhibit 1 of Registrant's Form 8-K (File
No. 0-11249) filed May 10, 1988).
4.4(b) Amendment No. 1 to Rights Agreement, dated August
10, 1994 (incorporated by reference to Exhibit
4.3(b) of Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1994).
4.4(c) Certificate of Adjusted Price, dated August 15, 1994
(incorporated by reference to Exhibit 4.3(b) of
Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1994).
4.5 Atmos Energy Corporation Outside Directors Stock-
For-Fee Plan.
5 Opinion of Locke Purnell Rain Harrell.
15 Letter from Ernst & Young LLP regarding unaudited
interim financial information.
23(a) Consent of Locke Purnell Rain Harrell (included in
Exhibit 5).
23(b) Consent of Ernst & Young LLP.
-7-<PAGE>
Exhibit
Number Description
24 Power of Attorney (included on Page 4 of this
Registration of Statement).
-8- <PAGE>
Exhibit 4.1(b)
--------------
ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION
OF
ATMOS ENERGY CORPORATION
Pursuant to the provisions of Article 4.04 of the Texas
Business Corporation Act, the undersigned corporation
(hereinafter referred to as the "Corporation") adopts the
following Articles of Amendment to its Restated Articles of
Incorporation, which increase the number of authorized shares of
the common stock of the Corporation.
ARTICLE ONE
The name of the Corporation is Atmos Energy Corporation.
ARTICLE TWO
The following amendment to the Restated Articles of
Incorporation was adopted by the shareholders of the Corporation
on February 8, 1995:
Section 1 of Article VII of the Restated Articles of
Incorporation be amended to read as follows:
"The aggregate number of shares which the
Corporation shall have the authority to issue
is Seventy-Five Million (75,000,000) shares
of Common Stock having no par value."
ARTICLE THREE
The number of shares of the Corporation outstanding as of
the record date was 15,347,247.011 and the number of shares
entitled to vote on the amendment was 15,347,247.011.
ARTICLE FOUR
The number of shares voting for the amendment to increase
the number of authorized shares of common stock of the
Corporation was 12,894,385, the number of shares voting against
such amendment was 935,221, and the number of shares abstaining
was 155,534.
DATED: February 8, 1995.
ATMOS ENERGY CORPORATION
By: /s/ Ronald L. Fancher
-------------------------------------
Ronald L. Fancher
President and Chief Executive Officer<PAGE>
Exhibit 4.5
-----------
Atmos Energy Corporation
Outside Directors Stock-for-Fee Plan
I. Plan Purpose
Section 1.1. Atmos Energy Corporation ("Atmos" or the
"Company") hereby establishes the Atmos Energy Corporation
Outside Directors Stock-for-Fee Plan (the "Plan"), which
provides the non-employee directors of Atmos the option to
receive all or part of their Fees in Atmos Common Stock.
The purpose of this Plan is to increase the proprietary
interest of the Directors in the Company's long-term
prospects and the strategic growth of its business.
II. Definitions
Section 2.1. "Common Stock" means the Company's no par
value Common Stock.
Section 2.2. "Director" means a member of the Company's
Board of Directors who is not an employee of the Company.
Section 2.3. "Election" means a Participant's delivery of
written notice of election to the Secretary of the Company
electing to receive his or her Fees or a portion thereof in
the form of Common Stock.
Section 2.4. "Fair Market Value" means, as of any
specified date, the closing price of a share of Common
Stock of the Company as reported by the New York Stock
Exchange.
Section 2.5. "Fees" means the annual retainer (paid in
quarterly installments) and meeting fees earned by a
Director for his or her service as a member of the Atmos
Board of Directors during a Fiscal Year or portion thereof.
Section 2.6. "Fiscal Year" means the 12-month period
beginning October 1st of any year and ending September 30th
of the next year.
Section 2.7. "Participant" means a Director who has
elected to receive payment of all or a portion of his or
her Fees in shares of Common Stock.
Section 2.8. "Quarter" means the 3-month period beginning
October 1, January 1, April 1, or July 1 of each Fiscal
Year.<PAGE>
III. Shares Authorized for Issuance
Section 3.1. A maximum of 50,000 shares of Atmos Common
Stock may be issued under this Plan. The Common Stock
issued under this Plan may, at the option of the Board of
Directors, be either original issue or purchased on the
open market. In the event of any change in the outstanding
Common Stock of the Company by reason of any stock split,
stock dividend, merger, consolidation, reorganization, or
other similar change in capitalization, the number or kind
of shares that may be issued under the Plan shall be
automatically adjusted so that the proportionate interest
of the shares issuable under this Plan is maintained as
before the occurrence of such event.
IV. Administration
Section 4.1. Each Director may elect to receive all or a
portion (in 25% increments) of his or her Fees in shares of
Common Stock by executing and delivering an effective
election form. An Election must be delivered to the
Secretary of the Company at least six months prior to the
beginning of the Quarter in order to be effective for Fees
earned in that Quarter. The Election must be documented
and executed using the election form approved by the
Secretary of the Company. The election form is deemed
delivered when received by the Secretary.
Section 4.2. A Director making an Election may designate a
beneficiary or beneficiaries who will receive any shares of
Common Stock owed to the Director hereunder in the event of
the Director's death.
Section 4.3. An Election may be revoked or modified only
with respect to Fees earned in the next Quarter following
the end of the six-month period commencing on the date a
written revocation or modification is delivered to the
Secretary of the Company. A written revocation or
modification is deemed delivered when received by the
Secretary. Changes in the designation of a beneficiary may
be made at any time.
Section 4.4. An Election shall result in the deferral of
the Common Stock portion of the payment of the Fees earned
in each Quarter for which the Election is effective until
after the end of each such Quarter. Shares of Common Stock
shall be issued to the Director as soon as possible
following the end of each such Quarter. The number of
shares of Common Stock so issued shall be equal to the
amount of Fees that would have been paid to the Director
during a Quarter divided by the Fair Market Value on the
last day of such Quarter. Only whole numbers of shares of
Common Stock shall be issued; fractional shares shall be
paid in cash. If the Election is for only a portion of the
Fees, the remaining portion of the Fees to be paid in cash
- 2 -<PAGE>
shall be paid at the time the cash payment would normally
be paid by the Company to the Director.
Section 4.5. The Human Resources Committee of the Board of
Directors shall be responsible for the administration of
the Plan. The Human Resources Committee, by majority
action of its members, is authorized to interpret the Plan,
prescribe, amend, and rescind rules and regulations
relating to the Plan, provide for conditions and assurances
deemed necessary or advisable to protect the interests of
the Company, and make all other determinations necessary or
advisable for the administration of the Plan, but only to
the extent not contrary to the express provisions of the
Plan. No member of the Human Resources Committee shall be
liable for any action of determination made in good faith.
The determinations, interpretations, and other actions of
the Human Resources Committee pursuant to the provisions of
the Plan shall be binding and conclusive for all purposes
and on all persons.
V. Effective Date
Section 5.1. The Plan shall be submitted to the
shareholders of the Company for their approval and adoption
and will become effective immediately upon such approval.
VI. Amendment and Termination
Section 6.1. The Board of Directors of the Company may at
any time terminate, and from time to time may amend or
modify, the Plan, provided, however, that no amendment or
modification may become effective without approval by the
shareholders of the Company if shareholder approval is
required to enable the Plan to satisfy any applicable
statutory or regulatory requirements or if the Board of
Directors, on advice of counsel, determines that
shareholder approval is otherwise necessary or advisable.
IN WITNESS WHEREOF and as conclusive evidence of its
adoption of this Plan, the Company has caused this Outside
Directors Stock-for-Fee Plan to be duly executed this 8th day of
February, 1995.
ATMOS ENERGY CORPORATION
By: /s/ Ronald L. Fancher
-----------------------------
Ronald L. Fancher
President and Chief Executive
Officer
- 3 -<PAGE>
Exhibit 5
---------
214/740-8495
February 10, 1995
Atmos Energy Corporation
5430 LBJ Freeway
1800 Three Lincoln Center
Dallas, TX 75240-0205
Re: Registration Statement on Form S-8, Atmos Energy
Corporation Outside Directors Stock-for-Fee Plan
Gentlemen:
Pursuant to your request, we have examined the Atmos Energy
Corporation Outside Directors Stock-for-Fee Plan (the "Plan"),
which was approved by the Board of Directors of Atmos Energy
Corporation (the "Company") to be effective upon approval of the
Plan by the shareholders of the Company. The Plan was approved
by the shareholders at the annual meeting of shareholders of the
Company held on February 8, 1995. We have also examined the
Articles of Incorporation as amended, of the Company, and
corporate proceedings of the Company as reflected in minutes of
the Board of Directors and in minutes of meetings of shareholders
of the Company.
Based upon our examination of the papers and documents
referred to in the preceding paragraph, together with such other
papers and documents and the investigation of such matters of law
as we have deemed relevant or necessary in rendering this
opinion, we hereby advise you that we are of the opinion that:
1. The Company is a corporation duly organized and validly
existing in good standing under the laws of the State of Texas.
The Company is authorized by its Articles of Incorporation, as
amended, to issue 75,000,000 shares of Common Stock having no par
value, of which 15,366,864 shares were outstanding on January 31,
1995. All of the outstanding shares were duly and validly issued
and are fully paid and non-assessable.
2. The Plan has been duly adopted by the Board of
Directors and shareholders of the Company.
3. Shares of Common Stock of the Company issued pursuant
to the Plan will be, when issued by the Company in accordance
with the terms of the Plan, fully paid and non-accessible,
whether such shares shall theretofore have been authorized but<PAGE>
Atmos Energy Corporation
February 10, 1995
Page 2
unissued shares of Common Stock of the Company or shares
reacquired by the Company and held by it as treasury shares.
4. We consent to the use of this opinion in connection
with the Registration Statement on Form S-8 and the Prospectus
constituting a part thereof filed by the Company with the
Securities and Exchange Commission for the registration under the
Securities Act of 1933, as amended, of 50,000 shares of the
Common Stock of the Company, and such additional number of shares
as may be issued as a result of the anti-dilution provisions
contained in the Plan.
Very truly yours,
LOCKE PURNELL RAIN HARRELL
(A Professional Corporation)
By: /s/ Dan Busbee
--------------------------------
Dan Busbee<PAGE>
Exhibit 15
----------
February 14, 1995
Shareholders and Board of Directors
Atmos Energy Corporation
We are aware of the incorporation by reference in the
Registration Statement (Form S-8) of Atmos Energy Corporation for
the registration of 50,000 shares of its common stock of our
report dated February 1, 1995 relating to the unaudited condensed
consolidated interim financial statements of Atmos Energy
Corporation which are included in its Form 10-Q for the quarter
ended December 31, 1994.
Pursuant to Rule 436(c) of the Securities Act of 1933, our report
is not a part of the registration statement prepared or certified
by accountants within the meaning of Section 7 and 11 of the
Securities Act of 1933.
ERNST & YOUNG LLP<PAGE>
Exhibit 23(b)
-------------
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement (Form S-8), pertaining to The Atmos Energy Corporation
Outside Directors Stock-For-Fee Plan, of our report dated
November 9, 1994, with respect to the consolidated financial
statements of Atmos Energy Corporation for the year ended
September 30, 1994, included in Atmos Energy Corporation's Form
10-K, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Dallas, Texas
February 14, 1995<PAGE>
