As filed with the Securities and Exchange Commission on July 26, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNITIL CORPORATION
(Exact name of registrant as specified in its charter)
New Hampshire 02-0381573
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6 Liberty Lane West, Hampton, New Hampshire 03842-1720
(Address of principal executive office, including zip code)
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UNITIL CORPORATION
TAX DEFERRED SAVINGS AND INVESTMENT PLAN
(Full title of the plan)
Anthony J. Baratta, Jr.
Senior Vice President and
Chief Financial Officer
UNITIL CORPORATION
6 Liberty Lane West
Hampton, New Hampshire 03842-1720
(603) 772-0775
(Name, address, and telephone number, including area code, of agent for service)
Copies to:
David S. Balabon, Esq.
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
260 Franklin Street
Boston, Massachusetts 02110
(617) 439-9500
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CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Title of Proposed maximum Proposed maximum
securities Amount to be offering price aggregate offering
to be registered 1 registered 2 per share3 price3 Amount of registration fee4
Common Stock, 150,000 $26.6875 $4,003,125 $1,056.83
no par value shares
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</TABLE>
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1 In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
2 In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers any additional securities to be offered or
issued in connection with a stock split, stock dividend or similar transaction.
3 Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933 on the basis of the average of
the high and low prices of the Common Stock as reported by the American Stock
Exchange on July 21, 2000 which date is within five (5) business days of the
filing hereof.
4 In accordance with Rule 457(h)(2) no separate fee calculation is made for plan
interests.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents, which have heretofore been filed by Unitil
Corporation (the "Company") and/or the Unitil Corporation Tax Deferred Savings
and Investment Plan (the "Plan") with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are hereby incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, as amended by Form 10-K/A filed with the Commission on April
14, 2000.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2000.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on
February 8, 1985, pursuant to Section 12 of the Exchange Act, and any amendment
or report filed with the Commission for the purpose of updating such
description.
(d) The Plan's Annual Report on Form 11-K for the year ended December 31,
1999.
All documents subsequently filed by the Company and the Plan with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post- effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all 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. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 that also 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 to
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
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Not applicable.
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<PAGE>
Item 5. Interests of Named Experts and Counsel.
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Paul K. Connolly, Jr., a member of the firm of LeBoeuf, Lamb, Greene &
MacRae, L.L.P., which is rendering an opinion on the validity of the securities
being registered hereunder, owns 2,631 shares of the Company's Common Stock as
of the date of this Registration Statement. Mr. Connolly is a participant in the
Company's Dividend Reinvestment and Stock Purchase Plan and, as such, acquires
additional shares of Common Stock at regular intervals.
Item 6. Indemnification of Directors and Officers.
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The Company is organized under the laws of the State of New Hampshire. The
New Hampshire Business Corporation Act (the "Act") provides that a corporation
may indemnify an individual made a party to a proceeding because he is or was a
director against liability incurred in the proceeding if: (1) he conducted
himself in good faith; and (2) he reasonably believed (i) in the case of conduct
in his official capacity with the corporation, that his conduct was in its best
interests; and (ii) in all other cases, that his conduct was at least not
opposed to its best interests; and (3) in the case of any criminal proceeding,
he had no reasonable cause to believe his conduct was unlawful. A corporation
may not indemnify a director (x) in connection with a proceeding by or in the
right of the corporation in which the director was adjudged liable to the
corporation; or (y) in connection with any other proceeding charging improper
personal benefit to him, whether or not involving action in his official
capacity, in which he was adjudged liable on the basis that personal benefit was
improperly received by him. Unless limited by its articles of incorporation, a
corporation shall indemnify a director or officer who was wholly successful, on
the merits or otherwise, in the defense of any proceeding to which he was a
party because he is or was a director or officer of the corporation against
reasonable expenses incurred by him in connection with the proceeding. A
corporation may purchase and maintain insurance on behalf of an individual who
is or was a director, officer, employee, or agent of the corporation, or who,
while a director, officer, employee or agent of the corporation, is or was
serving at the request of the corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan, or other enterprise,
against liability asserted against or incurred by him in that capacity or
arising from his status as a director, officer, employee, or agent, whether or
not the corporation would have power to indemnify him against the same liability
under the Act.
Article X of the Company's By-Laws provides that the Company shall
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 person's
having served as, or by reason of the person's alleged acts or omissions while
serving as a director, officer, employee or agent of the Company, or while
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorney's fees, judgments, fines and amounts paid
in settlement or otherwise actually and reasonably incurred by him in connection
with the action, suit or proceeding, if the person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct
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<PAGE>
was unlawful, said indemnification to be to the full extent permitted by law
under the circumstances, including, without limitation, by all applicable
provisions of the Act. Any indemnification under this Article shall be made by
the Company with respect to Directors or other persons after a determination
that the person to be indemnified has met the standards of conduct set forth in
the Act, such determination to be made by the Board of Directors, by majority
vote of a quorum, or by other persons authorized to make such a determination
under the Act.
The right of indemnification arising under this Article is adopted for the
purpose of inducing persons to serve and to continue to serve the Company
without concern that their service may expose them to personal financial harm.
It shall be broadly construed, applied and implemented in light of this purpose.
It shall not be exclusive of any other right to which any such person is
entitled under any agreement, vote of the stockholders or the Board of
Directors, statute, or as a matter of law, or otherwise, nor shall it be
construed to limit or confine in any respect the power of the Board of Directors
to grant indemnity pursuant to any applicable statutes or laws of the State of
New Hampshire. The provisions of this Article are separable, and, if any
provision or portion hereof shall for any reason be held inapplicable, illegal
or ineffective, this shall not affect any other right of indemnification
existing under this Article or otherwise. As used herein, the term "person"
includes heirs, executors, administrators or other legal representatives. As
used herein, the terms "Director" and "officer" include persons elected or
appointed as officers by the Board of Directors, persons elected as Directors by
the stockholders or by the Board of Directors, and persons who serve by vote or
at the request of the Company as directors, officers or trustees of another
organization in which the Company has any direct or indirect interest as a
shareholder, creditor or otherwise.
The Company may purchase and maintain insurance on behalf of any person who
was or is a Director, officer or employee of the Company or any of its
subsidiaries, or who was or is serving at the request of the Company as a
fiduciary of any employee benefit plan of the Company or any subsidiary, against
any liability asserted against, and incurred by, such person in any such
capacity, or arising out of such person's status as such, whether or not the
Company would have the power to indemnify such person against such liability
under the provisions of the Act. The obligation to indemnify and reimburse such
person under this Article, if applicable, shall be reduced by the amount of any
such insurance proceeds paid to such person, or the representatives or
successors of such person.
The Company holds a directors and officers liability and corporate
indemnification policy to protect itself and its directors, officers, employees
and agents against any expense, liability or loss, subject to certain limits in
coverage and deductibles, whether or not the Company would have the power to
indemnify such person against such expense, liability or loss under the Act.
Item 7. Exemption from Registration Claimed.
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Not applicable.
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<PAGE>
Item 8. Exhibits.
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Exhibit No.
4.1 Unitil Corporation Tax Deferred Savings and Investment Plan,
as amended and restated and effective as of January 1, 1989.
4.2 Amendment No. 1 to Unitil Corporation Tax Deferred Savings
and Investment Plan effective as of July 1, 1996.
4.3 Amendment No. 2 to Unitil Corporation Tax Deferred Savings
and Investment Plan effective as of January 1, 1997.
4.4 Unitil Corporation Tax Deferred Savings and Investment Plan
Trust Agreement.
4.5 Articles of Incorporation of the Company, as amended (filed
as Exhibit 3.1 to the Company's Registration Statement on
Form S-14, No. 2-93769, and incorporated herein by
reference).
4.6 Articles of Amendment to the Articles of Incorporation of
the Company (filed as Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1992, and incorporated herein by reference).
4.7 By-Laws of the Company (filed as Exhibit 4.4 to the
Company's Registration Statement on Form S-8, 333-73327, and
incorporated herein by reference).
5 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
23.1 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included
in Exhibit 5).
23.2 Consent of Grant Thornton LLP.
24 Power of Attorney (included in Part II under the caption
"Signatures").
Pursuant to Item 8(b) of Form S-8, the undersigned Registrant hereby
undertakes that it will submit or has submitted the Plan and any amendments
thereto to the Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code of 1986, as amended.
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<PAGE>
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of 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.
(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, Form S-8 or Form F-3, and 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 15(d) of the Securities Exchange Act of
1934 and 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) 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
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<PAGE>
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 of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
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 Town of Hampton, the State of New Hampshire, on this
26th day of July, 2000.
UNITIL CORPORATION
By: /s/ Anthony J. Baratta, Jr.
----------------------------
Anthony J. Baratta, Jr.
Senior Vice President and
Chief Financial Officer
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<PAGE>
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Anthony J. Baratta, Jr. and Mark H.
Collin, and each of them individually, his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
of and supplements to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each such attorney-in-fact and
agent, or his substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, to all intents and purposes and as fully as he or she might or could
do in person, hereby ratifying and confirming all that each such
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
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 date indicated:
Signature Title Date
/s/ Michael J. Dalton Director, President and July 26, 2000
--------------------- Chief Operating Officer
Michael J. Dalton
/s/ Robert G. Schoenberger Director, Chairman of July 26, 2000
-------------------------- the Board and Chief
Robert G. Schoenberger Executive Officer
/s/ William E. Aubuchon, III Director July 26, 2000
----------------------------
William E. Aubuchon, III
/s/ Albert H. Elfner, III Director July 26, 2000
-------------------------
Albert H. Elfner, III
/s/ Ross B. George Director July 26, 2000
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Ross B. George
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<PAGE>
Signature Title Date
/s/ Bruce W. Keough Director July 26, 2000
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Bruce W. Keough
/s/ Eben S. Moulton Director July 26, 2000
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Eben S. Moulton
/s/ M. Brian O'Shaughnessy Director June 26, 2000
--------------------------
M. Brian O'Shaughnessy
/s/ J. Parker Rice, Jr. Director July 26, 2000
-----------------------
J. Parker Rice, Jr.
/s/ Charles H. Tenney III Director July 26, 2000
-------------------------
Charles H. Tenney III
/s/ Joan D. Wheeler Director July 26, 2000
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Joan D. Wheeler
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<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Hampton, the State of New
Hampshire, on this 26th day of July, 2000.
By: Plan Administrator
By:/s/ Mark H. Collin
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Mark H. Collin
Treasurer and Secretary
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<PAGE>
EXHIBIT INDEX
Exhibit
No. Title of Exhibit
4.1 Unitil Corporation Tax Deferred Savings and Investment Plan, as
amended and restated and effective as of January 1, 1989.
4.2 Amendment No. 1 to Unitil Corporation Tax Deferred Savings and
Investment Plan effective as of July 1, 1996.
4.3 Amendment No. 2 to Unitil Corporation Tax Deferred Savings and
Investment Plan effective as of January 1, 1997.
4.4 Unitil Corporation Tax Deferred Savings and Investment Plan Trust
Agreement.
4.5 Articles of Incorporation of the Company, as amended (filed as
Exhibit 3.1 to the Company's Registration Statement on Form S-14,
No. 2-93769, and incorporated herein by reference).
4.6 Articles of Amendment to the Articles of Incorporation of the
Company (filed as Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1992, and
incorporated herein by reference).
4.7 By-Laws of the Company (filed as Exhibit 4.4 to the Company's
Registration Statement on Form S-8, No. 333-73327, and
incorporated herein by reference).
5 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
23.1 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in
Exhibit 5).
23.2 Consent of Grant Thornton LLP.
24 Power of Attorney (included in Part II under the caption
"Signatures").
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