As filed with the Securities and Exchange Commission
on June 24, 1994.
Registration No. 33-_________
============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________________
PINNACLE WEST CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Arizona 86-0512431
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
400 East Van Buren Street, Suite 700
Phoenix, Arizona 85004
(602) 379-2500
(Address, including zip code, and telephone number
and area code, of registrant's principal executive offices)
___________________________
PINNACLE WEST CAPITAL CORPORATION
1994 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
___________________________
MICHAEL S. ASH With a copy to:
400 East Van Buren Street, MATTHEW P. FEENEY
Suite 700 Snell & Wilmer
Phoenix, Arizona 85004 One Arizona Center
(Name and address of agent for Phoenix, Arizona 85004-0001
service) (602) 382-6238
(602) 379-2500
(Telephone number, including area
code,
of agent for service)
============================================================================
Title of Amount to be Proposed Maximum Proposed Maximum Amount of
securities Registered Offering Price Aggregate Registration
to be per Unit(1) Offering Fee
Registered Price(1)
____________________________________________________________________________
Common Stock, 3,500,000 $16.875 $59,062,500.00 $20,367.00
No Par Value shares
============================================================================
(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee on the basis of the average of the high and low prices
of the Registrant's Common Stock on the Consolidated Tape on June 21, 1994.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Certain Documents by Reference
The following documents filed by Pinnacle West Capital Corporation
("Pinnacle West") with the Securities and Exchange Commission are hereby
incorporated by reference in this Registration Statement:
1. Pinnacle West's Annual Report on Form 10-K for the year ended
December 31, 1993 (the "1993 10-K").
2. Pinnacle West's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994.
3. Pinnacle West's Current Reports on Form 8-K, dated January 24,
1994, April 30, 1994 and May 19, 1994.
4. The description of Pinnacle West's Common Stock included in
Pinnacle West's Registration Statement on Form 8-B, File No. 1-8962, as
filed on July 25, 1985, except for the reference to transfer agents and
registrars for the Common Stock contained therein and of Pinnacle West's
Preferred Share Purchase Rights included in its Registration Statement on
Form 8-A, File No. 1-8962, as filed on March 31, 1989, and a Form 8
Amendment thereto as filed on August 29, 1991.
All documents filed by Pinnacle West pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date
of the 1993 10-K and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby 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.
Any statement contained in a document 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 which is also incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. Description of Securities
Not Applicable.
ITEM 5. Interests of Named Experts and Counsel
Not Applicable.
ITEM 6. Indemnification of Directors and Officers
The law of Arizona permits extensive indemnification of present and
former directors, officers, employees, or agents of an Arizona corporation,
whether or not authority for such indemnification is contained in the
indemnifying corporation's articles or by-laws. Specific authority for
indemnification of present and former directors and officers, under certain
circumstances, is contained in Article VII of the Bylaws of Pinnacle West.
Under Arizona law, in order for a corporation to provide indemnification, a
disinterested majority of the corporation's board of directors, independent
legal counsel, a court, or the shareholders must find that the director,
officer, employee, or agent acted, or failed to act, in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reason to believe his conduct was unlawful. Statutory
indemnification is permissive, except in the event of a successful defense,
when a director, officer, employee, or agent must be indemnified against
expenses, including attorneys' fees, actually and reasonably incurred by him
in connection therewith. Indemnification is permitted with respect to
expenses, judgments, fines, and amounts paid in settlement by such persons.
Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities and for
reimbursement of Pinnacle West for costs, expenses and amounts paid in
settlement and, in certain cases, judgments and fines in connection with the
foregoing indemnification provisions, subject to certain exclusions and to
the policy limits.
ITEM 7. Exemption from Registration Claimed
Not Applicable.
ITEM 8. List of Exhibits
Exhibit No. Descriptions
- ----------- ------------
4.1 Articles of Incorporation of Pinnacle West, restated as
of July 29, 1988, incorporated by reference to Exhibit
19.1 to Pinnacle West's September 1988 Form 10-Q Report,
file no. 1-8962.
4.2 Bylaws amended as of October 23, 1991, and Rights
Agreement of Pinnacle West, incorporated by reference to
Exhibits 3.1 and 4.1, respectively, to Pinnacle West's
January 8, 1992 Form 8-K Report and Pinnacle West's 1990
Form 10-K Report, file no. 1-8962.
4.3 Portions of Master Extension and Modification Agreement,
dated as of January 19, 1990, by and among Pinnacle West
and the institutions listed therein, incorporated by
reference to Exhibit 4.1 to Pinnacle West's January 31,
1990 Form 8-K Report, file no. 1-8962.
4.4 Portions of the Debenture Agreement, dated as of
March 22, 1990, among Pinnacle West and the Purchasers
named therein, incorporated by reference to Exhibit 4.1
to Pinnacle West's 1989 Form 10-K Report, file no.
1-8962.
5 Opinion of Snell & Wilmer re legality.
24.1 Consent of Deloitte & Touche.
24.2 Consent of Snell & Wilmer (included in Exhibit 5).
25 Power of Attorney (see page 7).
99 Pinnacle West Capital Corporation 1994 Long-Term
Incentive Plan incorporated by reference to Appendix A
to Pinnacle West's 1994 Notice and Proxy Statement for
the Annual Meeting of Shareholders held on May 19, 1994.
ITEM 9. Undertakings
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;
(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 (17 C.F.R. Section 239.13)
or Form S-8 (17 C.F.R. Section 239.16b), 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 which remain unsold at the
termination of the offering.
(4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any financial
statements required by rule 3-19 of Regulation S-X at the start of any
delayed offering or throughout a continuous offering.
(5) 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.
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.
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 Phoenix, State of
Arizona, on June 24, 1994.
PINNACLE WEST CAPITAL CORPORATION
By: RICHARD SNELL
----------------------------------
(Richard Snell, Chairman of the
Board of Directors, President,
and Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated. Each person whose signature appears
below hereby authorizes Richard Snell and Henry B. Sargent, and each of
them, as attorneys-in-fact to sign in his or her name and behalf,
individually and in each capacity designated below, and to file any
amendments, including post-effective amendments, to the Registration
Statement.
Signature Title Date
--------- ----- ----
RICHARD SNELL Principal Executive June 24, 1994
- ------------------------------ Officer and Director
(Richard Snell,
Chairman of the Board
of Directors,
President, and Chief
Executive Officer)
HENRY B. SARGENT Principal Financial June 24, 1994
- ------------------------------ Officer, Principal
(Henry B. Sargent, Accounting Officer,
Executive Vice President and Director
and Chief Financial
Officer)
PAMELA GRANT Director June 24, 1994
- ------------------------------
(Pamela Grant)
MARTHA O. HESSE Director June 24, 1994
- ------------------------------
(Martha O. Hesse)
ROY A. HERBERGER, JR. Director June 24, 1994
- ------------------------------
(Roy A. Herberger, Jr.)
WILLIAM S. JAMIESON, JR. Director June 24, 1994
- ------------------------------
(William S. Jamieson, Jr.)
JOHN R. NORTON III Director June 24, 1994
- ------------------------------
(John R. Norton III)
O. MARK DE MICHELE Director June 24, 1994
- ------------------------------
(O. Mark De Michele)
DONALD N. SOLDWEDEL Director June 24, 1994
- ------------------------------
(Donald N. Soldwedel)
DOUGLAS J. WALL Director June 24, 1994
- ------------------------------
(Douglas J. Wall)
June 24, 1994
Pinnacle West Capital Corporation
400 East Van Buren, Suite 700
Phoenix, AZ 85004
Ladies and Gentlemen:
Reference is made to your proposed offering pursuant to the Pinnacle
West Capital Corporation 1994 Long-Term Incentive Plan (the "Plan") of up to
3,500,000 shares of your Common Stock, no par value (the "Plan Shares"), as
contemplated in the Registration Statement on Form S-8 and the Exhibits
thereto to be filed by you with the Securities and Exchange Commission (the
"SEC"), under the Securities Act of 1933, as amended, on June 24, 1994 (the
"Registration Statement"). It is our opinion that:
1. All requisite action, other than any action on the part of
the proposed offerees, to make valid the proposed
transactions will have been taken when (i) the Registration
Statement shall have been filed with the SEC and therefore
shall have become effective, and (ii) you shall have complied
with the state securities or "blue sky" laws with respect to
the offer and sale of the Plan Shares.
2. Upon completion of the foregoing steps, the Plan Shares, when
(i) the purchase price therefor has been paid to you, and
(ii) the same shall have been acquired as contemplated in the
Registration Statement, will be validly issued, fully paid
and non-assessable.
Consent is hereby given to the use of this opinion as part of the
Registration Statement.
Very truly yours,
SNELL & WILMER
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Pinnacle West Capital Corporation on Form S-8 of our report dated
February 21, 1994 (which expresses an unqualified opinion and includes an
explanatory paragraph relating to the Company's change in method of
accounting for income taxes discussed in Note 4 to those financial
statements) appearing in the Annual Report on Form 10-K of Pinnacle West
Capital Corporation for the year ended December 31, 1993.
June 24, 1994
Deloitte & Touche
Phoenix, Arizona
