As filed with the Securities and Exchange Commission on May __, 1996.
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
QUESTAR CORPORATION
(Exact name of registrant as specified in its charter)
Utah 87-0407509
(State of incorporation) (I.R.S. Employer Identification No.)
180 East First South Street
P.O. Box 45433
Salt Lake City, Utah 84145-0433
(801) 534-5000
(Address of principal executive offices)
QUESTAR CORPORATION STOCK OPTION PLAN FOR DIRECTORS
(Full title of the Plan)
Connie C. Holbrook
Vice President and Secretary
180 East First South Street
P.O. Box 45433
Salt Lake City, Utah 84145-0433
(801) 534-5202
(Name, address, and telephone number of Agent for service.)
Approximate date of proposed commencement of sales pursuant to the Plan:
From time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price offering registration
be registered registered per share price fee
Questar 150,000 shares 1/ 2/ $5,034,375 3/ $1,731.83
Corporation
Common Stock
Questar
Corporation
Common Stock
Purchase Rights
1/ Questar Corporation (the "Company") registered 80,000 shares (160,000
shares as a result of a 2-1 stock split) of Common Stock and common stock
purchase rights ("Rights") that are attached to and trade with the Company's
Common Stock reserved for issuance under the Company's Stock Option Plan for
Directors ("Plan") on Form S-8 (No. 15149) and registered an additional
80,000 shares (160,000 shares as a result of a 2-1 stock split) reserved
under the Plan on Form S-8 (No. 33-40801). The Company paid fees of $626.00
(No. 15149) and $756.25 (No. 33-40801) in connection with these two prior
Registration Statements. Of the 320,000 shares of Common Stock previously
registered, a total of 176,088 shares of Common Stock remain. By this
Registration Statement, the Company is reserving an additional 150,000 shares
of Common Stock and Rights under the Plan. Such additional securities are
also being registered hereby as may become issuable under the Plan as a
result of applicable anti-dilution provisions.
2/ Not applicable.
3/ This amount has been inserted solely for the purpose of calculating the
registration fee. The proposed maximum aggregate offering price has been
calculated by multiplying the total number of additional shares available
under the Plan by $33.5625, the average of the high and low prices reported
for sales of the Company's Common Stock on May 28, 1996.
<PAGE>
This document constitutes part of
a prospectus covering securities that
have been registered under the Securities
Act of 1933
QUESTAR CORPORATION
STOCK OPTION PLAN FOR DIRECTORS
May 30, 1996
QUESTAR CORPORATION
STOCK OPTION PLAN FOR DIRECTORS
The Company will provide without charge to each participant, on the oral
or written request of such person, a copy of the Company's most recent annual
report to shareholders and any documents (excluding exhibits) incorporated in
the Registrant Statement by reference. Written requests should be directed to
Connie C. Holbrook, Vice President and Corporate Secretary, by mail at 180
East First South, Salt Lake City, Utah 84111, and oral requests should be
made by telephone at (801) 534-5202.
Table of Contents
Introduction............................................................... 3
Term....................................................................... 3
Administration............................................................. 4
Shares Subject to the Plan................................................. 4
Grant Dates and Number of Shares........................................... 4
Price of Options........................................................... 5
Exercise of Options........................................................ 5
Short-Swing Profit Rule.................................................... 5
Termination of Options..................................................... 6
Other Restrictions......................................................... 6
Change in Control............................................................6
Tax Consequences........................................................... 7
Amendments................................................................. 8
Options Outstanding........................................................ 8
Reports to Optionees....................................................... 9
Exhibit A - Questar Corporation Stock Option Plan for Directors........... A-1
<PAGE>
Introduction
The securities covered by this Prospectus are being offered by Questar
Corporation ("Questar" or the "Company"), a Utah corporation with its
principal office located at 180 East First South, Salt Lake City, Utah 84111,
pursuant to the Stock Option Plan for Directors (the "Plan"). Such
securities include 326,088 shares of the Company's common stock without par
value and the common stock purchase rights that are attached to such
shares (the "Common Stock").
The principal features of the Plan are explained in this Prospectus to
inform participants about the Plan. However, the complete text of the Plan,
which is set forth as Exhibit A in this Prospectus, should be read carefully
to obtain a complete understanding of the Plan. In case of conflict or
apparent conflict between the summary and the Plan, the Plan will control.
Under the Plan, shares of Common Stock are offered to non-employee
voting directors of the Company in accordance with the Plan as hereinafter
described. Such offers are, or will be, made at the prices and on the terms
and conditions contained in the respective stock option agreements (the
"Agreements") entered into between the various recipients of the stock
options (referred to collectively as the "Optionees" or individually as
the "Optionee") and the Company.
The Plan was originally adopted by Questar's Board of Directors on
February 23, 1987, was approved by the Company's shareholders on May 12,
1987, was amended effective March 1, 1991, subject to shareholder approval,
and was further amended, with shareholder approval, effective May 21, 1996.
The purpose of the Plan is to further the long-term growth of the Company by
offering nonqualified stock options (the "Options") to nonemployee voting
directors (the "directors") of the Company who will be overseeing the
management of the Company. The Plan is also intended to reinforce the
community of interest between the Company's stockholders and directors.
The Plan is not qualified under Section 401(a) of the Internal Revenue
Code of 1986 and is not subject to any provisions of the Employee Retirement
Income Security Act of 1974.
The proceeds received by the Company from the sale of Common Stock
offered by this Prospectus under the Plan will depend upon the number of
shares purchased and the prices paid.
The following is an explanation of the provisions of the Plan:
Term
1. What is the term of the Plan?
The Plan became effective as of May 12, 1987, the date on which the
Company's shareholders approved it. Options may be exercised by Optionees
under the terms of the Agreements. The right to grant Options under the Plan
shall terminate automatically at the close of business on May 21, 2001,
unless the Company's stockholders approve an extension or renewal of the
Plan. The right to exercise Options shall terminate upon conditions set
forth in the Plan or in the Agreements.
Administration
2. Who administers the Plan?
The Plan, as amended, is a nondiscretionary plan that describes
participants entitled to receive Options and that specifies the time when
such Options are granted and the formula for the number of shares covered by
each Option. The Option Committee, a group of at least three officers of the
Company appointed by the President and Chief Executive Officer, is
responsible for communicating the Plan to participants and maintaining Plan
records.
Shares Subject to Plan
3. How many shares have been reserved for issuance under the terms of
the Plan?
A total of 470,000 shares of the Company's Common Stock may be issued
upon the exercise of Options granted to Optionees. (A total of 143,912
shares have already been issued, leaving a total of 326,088 shares including
115,300 shares that are covered by outstanding options.) Shares issued under
the Plan shall either be authorized but unissued Common Stock or Common Stock
reacquired by the Company. If any Option granted under the Plan shall expire
or terminate without being exercised, the shares shall again be available
for Options granted under the Plan.
The Committee shall adjust the option price or the number of shares
subject to outstanding Options if it determines that such adjustment is
required in the event of a change in the Company's capitalization.
Grant Dates and Number of Shares
4. When are Options granted to directors and how many shares are
covered by such Options?
The Plan specifies that Options are granted to directors each year and
on the date of each regularly scheduled meeting of the Board of Directors in
February. The Plan also establishes a formula for determining the number of
shares covered by the Options. Each director receives an annual Option to
purchase 3,200 shares (increased from 2,800 shares effective May 21, 1996).
Each director who serves as the Chairman of a standing committee receives,
on an annual basis, an additional 800 shares (increased from 600 shares
effective May 21, 1996) for each such assignment.
Price of Options
5. How is the price of the shares covered by an Option calculated?
The purchase price per share is the fair market value of one share of
the Company's Common Stock on the date the Option is granted. As more fully
described in the Plan, the fair market value shall be deemed to be the
closing price of the Company's Common Stock as reported on the New York Stock
Exchange Composite Tape on the date the Option is granted. If no sale of the
Company's Common Stock has been made on such date, the fair market value
shall be determined by reference to such price for the next preceding day on
which a sale occurred.
Exercise of Options
6. What procedures must be followed in order to exercise an Option?
The Optionee must deliver a written notice to the Company's Corporate
Secretary specifying the number of shares being purchased and making full
payment for such shares. Payment may be made in cash or by delivering shares
of the Company's Common Stock owned by the Optionee that have a fair market
value equal to the purchase price. The fair market value of any shares of
the Company's Common Stock delivered by the Optionee shall be calculated in
the same manner as the price for Options. See "Price of Options."
The Company shall deliver a certificate or certificates to the Optionee
representing the number of shares purchased. Prior to the date on which
such certificates are issued, an Optionee shall have no rights as a
stockholder with respect to any shares covered by the Option.
Option shares must be held for six months before they can be used as
consideration when exercising an Option to purchase additional shares of stock.
Short-Swing Profit Rule
7. What federal securities laws apply to the Options?
Directors are subject to Section 16 of the Securities Exchange Act of
1934, as amended (the "1934 Act"). Under rules promulgated by the
Securities and Exchange Commission (the "Commission") to implement Section
16, directors are required to report the receipt of an Option and to report
the acquisition and disposition of Option shares.
The Plan satisfies the requirements of Rule 16b-3 (17 C.F.R. Section
240.16b-3), the regulatory provision exempting certain transactions under
employee benefit plans from Section 16(b) liability. To meet these
requirements, a plan must be written and must provide that options are
nontransferable (with limited exceptions pertaining to death and divorce).
A plan must have also been approved by shareholders and must either be
administered by disinterested directors or must be nondiscretionary with
respect to the number, price, and timing of options. In addition, purchases
and sales of option shares are not exempt if such shares are sold within six
months after the option is granted. An Optionee can deliver shares of stock
to Questar as payment for Option shares without having the transaction be
described as a sale for purposes of the "short-swing profit" rule.
An Optionee can also purchase and sell Option shares without concern for the
short-swing profit rule. (Exception to this general rule will apply if the
six-months vesting requirement is accelerated and if the Optionee actually
exercises an Option prior to six months from the grant date.)
Termination of Options
8. When does an Option terminate?
An Option terminates on the date specified in the Agreement. The Plan
specifies that an Option must terminate no later than ten years after the
date it was granted. Options granted as of and after February 9, 1993, have
10-year terms.
Options granted prior to May 21, 1996, must be exercised prior to the
date the Optionee ceases to be a non-employee voting director of the Company.
Options granted after such date may be exercised during the one-year period
following the date on which the Optionee ceases to be a non-employee voting
director of the Company. Such options vest upon retirement and may be
exercised by the Optionee or, in the event of the Optionee's death, his/her
estate within the one-year period.
Other Restrictions
9. What other restrictions are imposed on Options under the terms
of the Plan?
Options are not assignable or transferable. Options are subject to a
delayed vesting date that is six months after the grant date. Options
granted between February 9, 1993 and February 13, 1996, vest in four equal
annual installments with the first quarter vesting six months after the grant
date. Options granted after February 13, 1996, will vest in one annual
installment six months after the grant date. The vesting date, however, is
accelerated in the event of a "change in control" of the Company.
Any shares acquired by exercising options must be held for six months
before they can be used by participants as consideration for new option
shares.
Change in Control
10. What is a "change in control" and what happens to Options in the
event of a change in control?
A change in control is defined to include any "acquiring person" becoming
the beneficial owner of 15 percent or more of the Company's voting
securities; shareholder approval of a plan of merger or consolidation of the
Company where the Company is not the survivor of a sale or disposition of all
or substantially all of the Company's assets or a plan of liquidation or
dissolution of the Company; or a "Distribution Date" within the
meaning of the Company's Rights Agreement dated as of February 13, 1996.
In the event of a change in control, all Options vest immediately.
Tax Consequences
11. What tax consequences are associated with exercising Options?
An Optionee will not recognize income when receiving an Option. Upon
exercise, an Optionee will recognize ordinary income equal to the difference
between the option price of the shares and the fair market value of such
shares on the date of exercise. The Company is entitled to a deduction equal
to the ordinary income recognized by the Optionee.
When making a disposition of the shares purchased by exercising an
Option, the Optionee will recognize short-term or long-term capital gain or
loss depending upon the holding period for such shares. Such gain or loss
will be the difference between the Optionee's tax basis in such shares and
the sale price. An Optionee's tax basis will be equal to the option price
plus the amount of ordinary income recognized by the Optionee. To the
extent not offset by capital loss, any capital gain will be taxed at ordinary
income rates. At the current time, however, there is a 28 percent cap on the
taxation of net capital gains (defined as long-term capital gain less
short-term capital loss). The Optionee's holding period commences at the
date of exercise.
The Plan allows Optionees to purchase shares with previously-acquired
shares of the Company's Common Stock. This exchange of shares will be
treated as a nontaxable exchange of the number of previously-acquired shares
exchanged for an identical number of shares received. These shares will have
the same tax basis as the shares that are exchanged, and their holding
period, for tax purposes, will include the holding period of the shares that
are exchanged. The Optionee will recognize ordinary income in an amount
equal to the fair market value of any shares received in excess of the number
of shares surrendered less any additional cash paid for such shares. The
incremental shares will have a new holding period for capital gain purposes
that commences on the date the Optionee recognizes ordinary income
attributable to the incremental shares.
The foregoing statements covering federal income tax consequences are
necessarily general and may not apply in a particular instance. Optionees
should contact their own professional tax advisor for advice concerning their
particular tax situation and any changes in the tax law since the date of
this Prospectus.
Amendments
12. Can the Plan be amended?
The Company's Board of Directors may alter, amend, suspend, or
discontinue the Plan. Without approval of the Company's stockholders, the
Board of Directors may not increase the number of shares that may be issued
under the terms of the Plan; alter the method by which the price of Options
is determined; increase the period of time during which Options may be
exercised; modify the requirements for participation in the Plan; or provide
for the administration of the Plan by a Committee that is not composed
entirely of officers of the Company who are not eligible to participate in
the Plan. No amendment to the Plan may affect any outstanding Options
without the consent of the Optionees. The Plan also provides that it may not
be amended more often than once per six month period
except for amendments to comply with changes in federal tax laws.
Options Outstanding
13. How many Options for shares have been granted?
The following table lists information concerning the series of Options
that have been granted since the program was approved:
<TABLE>
<CAPTION>
Number of Number of Number of
Shares Shares Shares
Grant Date Vesting Date 1/ Expiration Date Price Granted Exercised Cancelled
<S> <C> <C> <C> <C> <C> <C>
May 12, 1987 May 12, 1987 May 12, 1992 $19.625 32,600 10,706 21,894
February 9, 1988 February 9, 1988 February 9, 1993 16.8125 32,600 26,306 6,294
February 14, 1989 August 14, 1989 August 14, 1994 16.50 29,800 24,200 2,800
February 13, 1990 August 13, 1990 August 13, 1995 18.8125 32,600 18,600 5,600
February 12, 1991 August 12, 1991 August 12, 1996 17.625 32,600 19,700 2,800
February 11, 1992 August 11, 1992 August 11, 1997 19.625 32,600 11,800 5,600
February 9, 1993 August 9, 1993 February 9, 2003 28.875 29,800 1,400 0
February 8, 1994 August 8, 1994 February 8, 2004 31.50 32,600 1,700 4,500
February 14, 1995 August 14, 1995 February 14, 2005 27.375 29,800 850 2,550
February 13, 1996 August 13, 1996 February 13, 2006 33.625 32,600 0 3,400
317,600 2/ 143,912 58,388 2/
</TABLE>
The Options do not have to be exercised in sequential order.
1/ The first vesting date for Options granted on February 9, 1993, is August 9,
1993. The Options granted in 1993, 1994, 1995, and 1996 have four vesting
dates.
2/ Of the total number of shares covered by Options granted pursuant to the
terms of the Plan, 58,388 shares have expired or been cancelled. These
shares are available for future grants.
Reports to Optionees
14. Does the Company send any reports to Optionees?
The Company sends annual reports to Optionees concerning their Options.
<PAGE>
EXHIBIT A
QUESTAR CORPORATION
STOCK OPTION PLAN FOR DIRECTORS
(as amended and restated effective May 21, 1996)
1. Purpose of the Plan
The Questar Corporation Stock Option Plan for Directors ("Plan") is
intended to provide a method whereby the nonemployee voting directors
("Directors") of Questar Corporation (the "Company"), who are responsible for
reviewing and monitoring the performance of the Company and the performance
of the Company's officers, may be encouraged to acquire a larger stock
ownership in the Company, thereby promoting the interests of the Company and
all its stockholders. Accordingly, the Company, during the term of the Plan,
will grant options to Directors to purchase shares of the Company's common
stock, subject to the conditions hereinafter provided.
2. Administration of the Plan
The Plan shall be administered by the Company's Option Plan Committee
("Committee"), a group appointed by the Company's President and Chief Executive
Officer that includes three or more officers of the Company. The Committee
shall hold meetings at such times and places as it may determine. No member
of the Committee shall be eligible to receive options granted under the Plan.
3. Stock Subject to the Plan
(a) The stock to be issued upon exercise of options granted under the Plan
shall be the Company's common stock, without par value, that shall be made
available either from authorized but unissued common stock or from common
stock reacquired by the Company, including shares purchased in the open
market. The aggregate number of shares of common stock that may be issued
under options shall not exceed 470,000 shares. The limitations established
by the preceding sentence shall be subject to adjustment as provided in Section
13 of the Plan.
(b) In the event that any outstanding option under the Plan for any
reason expires or is terminated, the shares of common stock allocable to the
unexercised portion of such option may again be made subject to options under
the Plan.
4. Type of Option
Only nonqualified stock options shall be granted under the terms of the
Plan. Nonqualified stock options granted under the terms of the Plan are not
to be treated as incentive stock options.
5. Option Price
The purchase price per share shall be 100 percent of the fair market
value of one share of the Company's common stock on the date the option is
granted.
The fair market value shall be deemed to be the closing price of the
Company's common stock as reported on the New York Stock Exchange Composite
Tape on the date the option is granted, or, if no sale of common stock has
been reported on that date, the fair market value shall be determined by
reference to such price for the next preceding day on which a sale occurred.
The purchase price shall be subject to adjustment only as provided in
Section 13 of the Plan.
6. Eligibility of Optionees
(a) Options shall be granted only to Directors of the Company who are not
currently serving as employees of the Company or its affiliates.
(b) Neither anything contained in the Plan or in any instrument under
the Plan nor the grant of any option hereunder shall confer upon any optionee
any right to continue as a Director of the Company.
7. Grant of Option
All Directors shall receive the first grant of Options pursuant to this
Plan upon the date such Plan is initially approved by the Company's
stockholders. Thereafter, all Directors shall receive options each year on
the date of the first regular meeting of the Board of Directors. Each
Director shall receive, on an annual basis, an option to purchase 3,200
shares of the Company's common stock. Each Director who serves as the
chairman of a committee of the Board of Directors shall receive an option to
purchase an additional 800 shares of the Company's common stock for each
assignment as chairman of a committee.
8. Non-Transferability of Options
No option granted under the Plan shall be assignable or transferable by
the optionee.
9. Term and Exercise of Options
(a) Each option granted under the Plan shall terminate ten years after
the date on which it was granted and shall vest installment six months from
the grant date.
(b) A Director electing to exercise an option shall give written notice
to the Company of such election and of the number of shares he has elected to
purchase, in such form as the Committee shall have prescribed or approved,
and shall at the time of exercise tender the full purchase price of the
shares he has elected to purchase. The purchase price shall be paid in full
in cash upon the exercise of the option; provided, however, that in lieu
of cash, an optionee may exercise his option by tendering to the Company shares
of common stock owned by him and having a fair market value equal to the cash
exercise price applicable to his option, with the fair market value of such
stock to be determined in the manner provided in Section 5 of the Plan. The
optionee may also use a combination of cash and previously acquired shares.
An optionee may not use shares of common stock obtained by exercising an
option as consideration for additional shares until such shares have been
held for six months.
(c) An optionee shall have no rights as a stockholder with respect to
any shares covered by his option until the date the stock certificate is
issued evidencing ownership of the shares. No adjustments shall be made for
dividends (ordinary or extraordinary), whether in cash, securities or other
property, or distributions or other rights, for which the record date is
prior to the date such stock certificate is issued, except as provided in
Section 13 hereof.
(d) Notwithstanding any provision of the Plan or any provision or
limitation in any option to the contrary, if the Company obtains actual
knowledge of a "change in control" in the Company (as defined below), then
all outstanding options held by Directors may be exercised with respect to
all shares of common stock subject thereto at any time during the period of
60 days following the date upon which the Company obtained actual knowledge
of such change of control of the Company. As used herein, a "change in
control" of the Company shall be deemed to have occurred if (i) any
"Acquiring Person" (as such term is defined in the Rights Agreement dated as
of February 13, 1996, between the Company and Chemical Mellon Shareholder
Services, L.L.C. (the "Rights Agreement)) is or becomes the beneficial owner
(as such term is used in Rule 13d-3 under the Securities Exchange Act of
1934) of securities of the Company representing 15% or more of the combined
voting power of the Company, or (ii) the stockholders of the Company approve
(A) a plan of merger or consolidation of the Company (unless, immediately
following consummation of such merger or consolidation, the persons who held
the Company's voting securities immediately prior to consummation thereof
will hold at least a majority of the total voting power of the surviving or
new corporation), or (B) a sale or disposition of all or substantially all
assets of the Company, or (C) plan of liquidation or dissolution of the
Company. A change in control shall also include any act or event which,
with the passage of time, would result in a Distribution Date, within the
meaning of the Rights Agreement.
10. Termination of Status as Director
If an optionee is removed from his position as Director, any option
granted to him under the terms of the Plan shall terminate as of the date of
his removal or resignation. Any unvested options granted after February 13,
1996, shall vest upon the optionee's retirement as a Director. If an
optionee dies, retires, or resigns for some reason other than to pursue a
business opportunity that is or could be perceived to be a business opportunity
for the Company, he (or his estate in the event of his death), shall have one
year from the date of death, retirement or resignation to exercise options
that were granted prior to such date.
11. Period in Which Options May be Granted
Options may be granted pursuant to the Plan, as amended, after such
amendments are approved by the Company's stockholders and prior to May 21, 2001.
12. Amendment or Termination of the Plan
The Company's Board of Directors may at any time terminate, annul,
modify or suspend the Plan subject to the following conditions:
(a) The Board of Directors cannot amend the Plan more often than once
per six-month period except for amendments to comply with changes in federal
tax laws.
(b) The Board of Directors cannot amend, modify, suspend, or terminate
the Plan in such a way that affects any options previously granted under the
Plan without the consent of the optionee.
(c) Without the approval of the stockholders of the Company, no
amendment or modification shall be made by the Board that:
(i) Increases the maximum number of shares as to which options may be
granted under the Plan;
(ii) Alters the method by which the option price is determined;
(iii)Extends any option for a period longer than 10 years after the
date of grant;
(iv) Materially modifies the requirements as to eligibility for
participation in the Plan; or
(v) Provides for the administration of the Plan by a Committee
that is not composed entirely of officers of the Company who are not
eligible to participate in the Plan;
(vi) Alters this Section 12 so as to defeat its purpose.
13. Changes in Capitalization
(a) In the event that the shares of stock of the Company, as presently
constituted, shall be changed into or exchanged for a different number or
kind of shares of stock or other securities of the Company or of another
corporation (whether by reason of merger, consolidation, recapitalization,
reclassification, split-up, combination of shares or otherwise) or if the
number of such shares of stock shall be increased through the payment of a stock
dividend, then, subject to the provisions of Section 13(c) below, there shall
be substituted for or added to each share of stock of the Company that was
theretofore appropriated or that thereafter may become subject to an option
under the Plan, the number and kind of shares of stock or other securities
into which each outstanding share of the stock of the Company shall be so
changed or for which each such share shall be exchanged or to which each such
share shall be entitled, as the case may be. Outstanding options shall also be
appropriately amended as to price and other terms, as may be necessary to
reflect the foregoing events.
(b) A dissolution or liquidation of the Company, or a merger or
consolidation in which the Company is not the surviving corporation, shall
cause each outstanding option to terminate, except to the extent that another
corporation may and does in the transaction assume and continue the option or
substitute its own options.
(c) Fractional shares resulting from any adjustment in options pursuant
to this Section 13 may be settled as the Committee shall determine.
(d) To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the Committee,
whose determination in that respect shall be final, binding and conclusive.
Notice of any adjustment shall be given by the Company to each holder of an
option which shall have been so adjusted.
(e) The grant of an option pursuant to the Plan shall not affect in any
way the right or power of the Company to make adjustments, reclassifications,
reorganization or changes of its capital or business structure, to merge, to
consolidate, to dissolve, to liquidate or to sell or transfer all or any part
of its business or assets.
(f) In the case of an option exercised prior to the redemption or other
termination of Rights pursuant to the Rights Agreement, (i) if such exercise
occurs prior to the Distribution Date, the shares received upon exercise
shall be deemed to include the Rights to which a holder of such shares on the
Record Date would have been entitled, and (ii) if such exercise occurs on or
after the Distribution Date, the holder of such option shall receive, upon
exercise, in addition to the shares of common stock subject to such option,
the Rights to which he would have been entitled had he been a holder of such
shares on the Distribution Date; provided, however, that the preceding clause
(ii) shall not apply if and to the extent that the Company shall have been
advised by counsel that application thereof would create a significant risk
of material adverse tax consequences to the Company or to such holder, and
provided further that, if the provisions of clause (i) or (ii) hereof apply
to an option with respect to a distribution of Rights, no further adjustment
shall be made to such option under this Section 13 with regard to such
distribution. The immediately preceding sentence contains terms and concepts
that are defined in the Rights Agreement; the use of such terms and concepts
is subject to the definitions and restrictions contained in the Rights
Agreement.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference into this Registration
Statement:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996.
(3) The Company's Registration Statement on Form 8-A dated March
25, 1996,
relating to the Company's Common Stock Purchase Rights.
(4) All other reports filed pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Annual Report referred to above.
All reports and definitive proxy statements subsequently filed by
the Company pursuant to Sections 13, 14 and 15 of the Securities
Exchange Act of 1934 prior to the filing of a post-effective amendment
that indicates that all shares of Common Stock offered have been sold or
that 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 such documents.
Item 5. Interests of Named Experts and Counsel.
Mr. R. G. Groussman, the Company's Vice President and General
Counsel, has issued an opinion concerning the issuance of shares of
Common Stock and Rights pursuant to the terms of the Plan. As of March
31, 1996, Mr. Groussman beneficially owned 33,909 shares of Common
Stock. He also has currently exercisable options to purchase 29,000
shares of stock granted to him under the terms of the Company's
Long-Term Stock Incentive Plan.
The consolidated financial statements of the Company appearing in
the Company's Annual Report (Form 10-K) for the year ended December 31,
1995, have been audited by Ernst & Young LLP, independent auditors, as
set forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon
the authority of such firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
Pursuant to the provisions of Sections 16-10a-903 and 16-10a-905
of the Utah Revised Business Corporation Act, a director of the Company
is entitled, under specified circumstances, to indemnification against
reasonable expenses, including attorney's fees, incurred by him as a
result of an action or proceeding in which he may be involved by reason
of being or having been a director of the Company. In general,
indemnification is available where the director was successful in
defending against actions brought that involve him as a director or if a
court determines that the director is entitled to indemnification.
Section 16-10a-907 entitles an officer to indemnification if he is
successful in defending against actions involving him as an officer.
The Company's Bylaws provide that the Company may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative by reason of the fact
that he is or was a director, officer, employee or agent of the Company,
or is or was serving at the request of the Company as a director,
officer, employee or agent of another entity, against expenses
(including attorneys' fees), actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company. In the case of criminal actions or
proceedings, the Company may not provide such indemnification if such
person had reasonable cause to believe his conduct was unlawful, and in
the case of actions by or in the right of the Company, the Company may
not provide such indemnification if such person shall have been adjudged
to be liable for negligence or misconduct in the performance of his duty
to the Company (unless the court determines that such indemnification is
appropriate). In addition, the Company Bylaws provide that the Company
shall indemnify directors, officers, employees and agents of the Company
against expenses (including attorneys' fees) actually and reasonably
incurred by them in connection with any action, suit or proceeding,
referred to above which such person has successfully defended. Such
indemnification provided pursuant to the Bylaws is not exclusive, and
the Company may obligate itself to provide additional indemnification by
agreement, vote of shareholders, disinterested directors or otherwise.
The Company maintains an insurance policy on behalf of its
officers and directors pursuant to which (subject to the limits and
limitations of such policy) the officers and directors are insured
against certain expenses in connection with the defense of actions or
proceedings, and certain liabilities that might be imposed as a result
of such actions or proceedings, to which any of them is made a party by
reason of being or having been a director or officer.
The Company has entered into individual indemnification agreements
with its directors providing each with a contractual right to receive
the maximum indemnification permitted by Utah law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors and officers of the
Company pursuant to the foregoing provisions and contracts, the Company
has been informed that, in the option of the Securities and Exchange
Commission, such indemnification is against public policy as expressed
in the Act and is therefore unenforceable.
Reference is made to Sections 16-10a-903, 16-10a-905, and
16-10a-907 of the Utah Revised Business Corporation Act, which provide
for indemnification of directors and officers in certain circumstances.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
Exhibit
Number Description of Exhibit
5 Opinion of R. G. Groussman, Vice President and
General Counsel.
23.1 Consent of R. G. Groussman (contained in
andincorporated by reference to Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24 Appointment of Power of Attorney (contained in and
incorporated herein by reference to pages II-5 -
II-7 of Registration Statement).
Item 9. Undertakings.
(a) Rule 415 Offering.
The undersigned registrant hereby undertakes:
(l) 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) that, individually or in the aggregate, represents 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 on the form of prospectus filed by the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% 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 (a)(1)(i) and (a)(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 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
that remain unsold at the termination of the offering.
(b) Incorporation of 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.
(e) Incorporated Annual and Quarterly Reports.
The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Securities Exchange Act of 1934; and where interim
financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver or cause
to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.
(h) Registration Statements on Form S-8.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant, 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.
SIGNATURES
The Registrant:
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 Salt Lake, State
of Utah, on the __th day of May, 1996.
QUESTAR CORPORATION
(Registrant)
By /s/ R. D. Cash
R. D. Cash
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned constitutes and appoints R. D. Cash and S.
E. Parks, and each of them, his true and lawful attorneys in fact and
agents, with full power of substitution and resubstitution, in 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, with
the Securities and Exchange Commission, hereby ratifying and confirming
and our signatures as they may be signed by the attorneys in fact
appointed herein to the documents described above.
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/ R. D. Cash Chairman of the Board; May 30, 1996
R. D. Cash President and Chief
Executive Officer;
Director (Principal
Executive Officer)
/s/ S. E. Parks Vice President, May 30, 1996
S. E. Parks Treasurer, and Chief
Financial Officer
(Principal Financial Officer)
/s/ Patrick J. Early Director May 30, 1996
Patrick J. Early
/s/ U. Edwin Garrison Director May 30, 1996
U. Edwin Garrison
/s/ James A. Harmon Director May 30, 1996
James A. Harmon
/s/W. Whitley Hawkins Director May 30, 1996
W. Whitley Hawkins
/s/ William N. Jones Director May 30, 1996
William N. Jones
/s/ R. E. Kadlec Director May 30, 1996
R. E. Kadlec
/s/ Dixie L. Leavitt Director May 30, 1996
Dixie L. Leavitt
/s/ Mary Mead Director May 30, 1996
Mary Mead
/s/ Gary G. Michael Director May 30, 1996
Gary G. Michael
/s/ D. N. Rose Director May 30, 1996
D. N. Rose
/s/ Harris H. Simmons Director May 30, 1996
Harris H. Simmons
The Plan:
Pursuant to the requirements of the Securities Act of 1933, the
Questar Corporation Option Committee, as the administrator of the Plan,
has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Salt Lake,
State of Utah, on the 30th day of May, 1996
QUESTAR CORPORATION
STOCK OPTION PLAN
FOR DIRECTORS
By /s/ R. D. Cash
R. D. Cash
Chairman, Option Committee
EXHIBIT NOS. 5 AND 23.1
May 30, 1996
Questar Corporation
180 East First South
P.O. Box 45433
Salt Lake City, Utah 84145-0433
Gentlemen:
Re: Questar Corporation
Registration Statement on Form S-8
Stock Option Plan for Directors
I am Vice President and General Counsel of Questar Corporation, a
Utah corporation (the "Company"). In such capacity, I am acting as
counsel for the Company in connection with the filing of the
above-captioned Registration Statement on Form S-8 relating to 150,000
additional shares of the Company's common stock, without par value
(which shares include the related common stock purchase rights that are
attached thereto) (the "Common Stock").
I have examined the Restated Articles of Incorporation of the
Company as amended; the Company's Bylaws as amended; the Registration
Statement on Form S-8 relating to the 150,000 additional shares of
Common Stock reserved for issuance under the Stock Option Plan for
Directors as amended (the "Option Plan"); the Option Plan; resolutions
adopted by the Company's Board of Directors amending the Option Plan;
action taken by the Company's shareholders to approve the amendments to
the Option Plan; and other such documents, certificates and corporate or
other records as I have deemed necessary or appropriate as a basis for
the opinion set forth herein. In my examination, I have assumed the
genuineness of all signatures, the legal capacity of natural persons,
the authenticity of all documents submitted to me as originals, the
conformity to the original documents submitted to me as certified or
photostatic copies, and the authenticity of the originals of such latter
documents. As to any facts material to the opinion expressed herein
that were not independently established or verified, I have relied upon
statements and representation of officers and other representatives of
the Company and others.
I am admitted to the Bar of the State of Utah, and I express no
opinion as to the laws of any other jurisdiction except the laws of the
United States of America.
Based upon the foregoing, I am of the opinion that the 150,000
additional shares of Common Stock being registered and covered by the
captioned Registration Statement have been duly authorized and, when
paid for and issued, will be validly issued and lawfully outstanding,
fully paid, and nonassessable shares of Common Stock.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 filed with the Securities and
Exchange Commission by the Company for the registration, under the
Securities Act of 1933, as amended, of the 150,000 additional shares of
Common Stock that may be issued pursuant to the terms of the Stock
Option Plan for Directors.
I further consent to the reference made to me in the Registration
Statement.
Sincerely,
/s/R. G. Groussman
R. G. Groussman
RGG:ca
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Interests of Named
Experts and Counsel" in the Registration Statement (form S-8) pertaining to the
Questar Corporation Directors' Stock Option Plan and to the incorporation by
reference therein of our report dated February 9, 1996, with respect to the
consolidated financial statements of Questar Corporation included in its
Annual Report (Form 10-K) for the year ended December 31, 1995, filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
May 28, 1996
