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Registration No. 333- _____
As filed with the Securities and Exchange Commission on July 10, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
WISCONSIN ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1391525
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
231 West Michigan Street
P. O. Box 2949
Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip Code)
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1993 Omnibus Stock Incentive Plan, as Amended
(Full title of the plan)
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PAUL DONOVAN
Senior Vice President and Chief Financial Officer
Wisconsin Energy Corporation
231 West Michigan Street
P.O. Box 2949
Milwaukee, Wisconsin 53201
(Name and address of agent for service)
(414) 221-2345
(Telephone number, including area code, of agent for service)
Copy to:
BRUCE C. DAVIDSON
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 277-5000
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Title of Securities Maximum Aggregate Amount of
to be Amount to be Offering Price Offering Registration
Registered (1) Registered (1) Per Share Price (2) Fee
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Common Stock,
$.01 par value 2,750,000 shares (2) $55,852,682 $14,745.11
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(1) The 1993 Omnibus Stock Incentive Plan, as amended (the "Plan"), provides
for adjustment of the number of shares issuable thereunder in the event of
certain changes affecting the registrant's common stock. This registration
statement therefore covers, in addition to the above stated 2,750,000
shares, an indeterminate number of shares that may become subject to the
Plan by means of any such adjustment. The shares covered by the Plan may be
issued upon the exercise of stock options or stock appreciation rights
granted, or pursuant to stock awards made, in accordance with the terms of
the Plan. Subject to adjustment as referred to above, a total of 4,000,000
shares are reserved for issuance pursuant to the Plan. As described below,
1,250,000 of such shares were registered by an earlier registration
statement.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of computing the
registration fee, based upon (i) the aggregate exercise price for 4,000 of
the shares underlying options granted on August 23, 1999 at an exercise
price of $25.188 per share (the other 26,000 shares underlying options
granted on that date are covered by the earlier registration statement),
(ii) the aggregate exercise price for the 20,000 shares underlying options
granted on January 3, 2000 at an exercise price of $19.219 per share, (iii)
the aggregate exercise price for the 1,000,000 shares underlying options
granted on April 3, 2000 at an exercise price of $19.969 per share, (iv)
the aggregate exercise price for the 100,000 shares underlying options
granted on April 26, 2000 at an exercise price of $22.688 per share, and
(v) as to the remaining 1,626,000 shares registered hereby, $20.375 per
share, which is the average of the high and low sales prices of the
registrant's common stock on the New York Stock Exchange Composite Tape on
July 3, 2000 as reported in The Wall Street Journal. In accordance with the
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terms of the Plan, the actual offering price for shares of the registrant's
common stock covered by an option shall not be less than 100% of the fair
market value of such stock on the date the option is granted.
* * * * *
This registration statement registers additional securities relating to the
employee benefit plan described herein, for which an earlier registration
statement on Form S-8 (Registration No. 33-65225) filed on December 21, 1995,
registering 1,250,000 shares, is and shall remain effective until the remaining
shares registered thereby are sold. The registrant has elected not to rely upon
General Instruction E to Form S-8, which permits the filing of an abbreviated
registration statement for the registration of additional securities for an
employee benefit plan for which an earlier S-8 registration is effective.
Instead, this registration statement responds to all applicable items of Form
S-8.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be sent
or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Wisconsin Energy Corporation (the
"registrant") (Commission File No. 001-09057) with the Securities and Exchange
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 are incorporated herein by reference:
. Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, as amended by Amendments No. 1 and No. 2 on
Form 10-K/A.
. Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000.
. Registrant's Current Report on Form 8-K dated April 26, 2000, and
Amendment No. 1 thereto on Form 8-K/A.
. Description of the registrant's common stock contained in the
registrant's Current Report on Form 8-K dated September 1, 1999,
which updates and supersedes the description of the common stock
incorporated by reference in the registrant's Registration
Statement on Form 8-B dated January 7, 1987, as previously
updated by the Registrant's Current Report on Form 8-K dated
October 31, 1991; and any future amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 herein and to be a part hereof from the date of
the 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 hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
Item 4. Description of Securities.
Not applicable. See fourth bullet point in Item 3 above.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Wisconsin Energy is incorporated under the Wisconsin Business
Corporation Law (the "WBCL").
Under Section 180.0851(1) of the WBCL, Wisconsin Energy is required to
indemnify a director or officer, to the extent such person is successful on the
merits or otherwise in the defense of a proceeding, for all reasonable expenses
incurred in the proceeding if such person was a party because he or she was a
director or officer of Wisconsin Energy. In all other cases, Wisconsin Energy is
required by Section 180.0851(2) to indemnify a director or officer against
liability incurred in a proceeding to which such person was a party because he
or she was a director or officer of Wisconsin Energy, unless it is determined
that he or she breached or failed to perform a duty owed to Wisconsin Energy and
the breach or failure to perform constitutes: (i) a willful failure to deal
fairly with Wisconsin Energy or its shareholders in connection with a matter in
which the director or officer has a material conflict of interest; (ii) a
violation of criminal law, unless the director or officer had reasonable cause
to believe his or her conduct was lawful or no reasonable cause to believe his
or her conduct was unlawful; (iii) a transaction from which the director or
officer derived an improper personal profit; or (iv) willful misconduct. Section
180.0858(1) provides that, subject to certain limitations, the mandatory
indemnification provisions do not preclude any additional right to
indemnification or allowance of expenses that a director or officer may have
under Wisconsin Energy's Restated Articles of Incorporation, Bylaws, any written
agreement or a resolution of the Board of Directors or shareholders.
Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL, for any liability incurred in connection with
a proceeding involving a federal or state statute, rule or regulation regulating
the offer, sale or purchase of securities.
Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to mandatory
indemnification under Section 180.0851(2) referred to above.
Under Section 180.0833 of the WBCL, directors of Wisconsin Energy
against whom claims are asserted with respect to the declaration of improper
dividends or distributions to shareholders or certain other improper acts which
they approved are entitled to contribution from other directors who approved
such actions and from shareholders who knowingly accepted an improper dividend
or distribution, as provided therein.
Articles V and VI of Wisconsin Energy's Bylaws provide that Wisconsin
Energy will indemnify to the fullest extent permitted by law any person who is
or was a party or threatened to be made a party to any legal proceeding by
reason of the fact that such person is or was a director or officer of Wisconsin
Energy, or is or was serving at the request of Wisconsin Energy as a director or
officer of another enterprise, against expenses (including attorney fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such legal proceeding. Wisconsin Energy's
Restated Articles of Incorporation and Bylaws do not limit the indemnification
to which directors and officers are entitled under the WBCL.
Officers and directors of Wisconsin Energy are covered by insurance
policies purchased by Wisconsin Energy under which they are insured (subject to
exceptions and limitations specified in the policies) against expenses and
liabilities arising out of actions, suits or proceedings to which they are
parties by reason of being or having been such directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
See Exhibit Index following the Signatures page(s) in this registration
statement, which Exhibit Index is incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(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 a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (1)(i) and (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 with or furnished to the Commission 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.
(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 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.
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(h) 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 provisions referred to in Item 6 of
this registration statement, 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
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 Milwaukee, State of Wisconsin, on July 10, 2000.
WISCONSIN ENERGY CORPORATION
By: /s/ RICHARD A. ABDOO
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Richard A. Abdoo, Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes Richard A. Abdoo and
Paul Donovan, or either of them, as attorneys-in-fact with full power of
substitution, to execute in the name and on behalf of such person, individually,
and in each capacity stated below or otherwise, and to file, any and all
amendments to this registration statement.
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 and Title
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/s/ RICHARD A. ABDOO /s/ BARBARA L. BOWLES
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Richard A. Abdoo, Chairman of the Board, Barbara L. Bowles, Director
President and Chief Executive Officer
(Principal Executive Officer and Director) /s/ ROBERT A. CORNOG
---------------------------------------------------
/s/ PAUL DONOVAN Robert A. Cornog, Director
---------------------------------------------------
Paul Donovan, Senior Vice President /s/ WILLIE D. DAVIS
and Chief Financial Officer ---------------------------------------------------
(Principal Financial Officer) Willie D. Davis, Director
/s/ STEPHEN P. DICKSON /s/ RICHARD R. GRIGG
----------------------------------------------------- ---------------------------------------------------
Stephen P. Dickson, Controller Richard R. Grigg, Director
(Principal Accounting Officer)
/s/ FREDERICK P. STRATTON, JR.
/s/ JOHN F. AHEARNE ---------------------------------------------------
--------------------------------------------------- Frederick P. Stratton, Jr., Director
John F. Ahearne, Director
/s/ GEORGE E. WARDEBERG
/s/ JOHN F. BERGSTROM ---------------------------------------------------
--------------------------------------------------- George E. Wardeberg, Director
John F. Bergstrom, Director
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* Each of the above signatures is affixed as of July 10, 2000.
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WISCONSIN ENERGY CORPORATION
(the "registrant")
Commission File No. 001-09057
EXHIBIT INDEX
TO
S-8 REGISTRATION STATEMENT
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Incorporated herein by
Exhibit No. Description reference to Filed herewith
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4.1 Restated Articles of Incorporation of registrant Exhibit (3)-1 to the
registrant's 6/30/95
10-Q
4.2 Bylaws of registrant Exhibit 3.1 to the
registrant's 3/31/00
10-Q
4.3 1993 Omnibus Stock Incentive Plan adopted by Exhibit 10.10 to the
the board of directors on December 15, 1993, registrant's 12/31/98
approved by shareholders at the Annual Meeting 10-K
of Stockholders held on May 11, 1994, and
amended by the board of directors on May 19,
1998, offering performance-based incentives and
other equity interests in Wisconsin Energy
Corporation to directors, officers and other
key employees
4.4 Forms of Stock Option Agreements under 1993 Exhibit (10)-5 to the
Omnibus Stock Incentive Plan registrant's 12/31/95
10-K
4.5 1998 Revised forms of award agreements under Exhibit 10.11 to the
1993 Omnibus Stock Incentive Plan, as amended, registrant's 12/31/98
for non-qualified stock option awards to 10-K
non-employee directors, restricted stock
awards, incentive stock option awards and
non-qualified stock option awards
4.6(a) Updated form of Incentive Stock Option Exhibit 10.1(a) to the
Agreement under 1993 Omnibus Stock Incentive registrant's 3/31/00
Plan, as amended 10-Q
4.6(b) Updated form of Non-Qualified Stock Option Exhibit 10.1(b) to the
Agreement under 1993 Omnibus Stock Incentive registrant's 3/31/00
Plan, as amended 10-Q
5 Opinion of Quarles & Brady LLP as to the X
legality of the securities being registered (to
the extent such securities may be original
issuance or treasury shares as opposed to
market purchase shares)
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Incorporated herein by
Exhibit No. Description reference to Filed herewith
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23.1 Consent of PricewaterhouseCoopers LLP X
23.2 Consent of Quarles & Brady LLP Contained in
Exhibit 5
23.3 Consent of Arthur Andersen LLP X
24 Power of Attorney Contained in
registrant's
Signatures page
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