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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PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
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(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-0233140
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
400 Cox Road, Post Office Box 1398, Gastonia, North Carolina 28053-1398
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(Address of Principal Executive Offices) (Zip Code)
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
1997 NONQUALIFIED STOCK OPTION PLAN
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(Full title of the Plan)
Jack G. Mason
Vice President - Treasurer and
Chief Financial Officer
400 Cox Road
Post Office Box 1398
Gastonia, North Carolina 28053-1398
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(Name and address of agent for service)
(704) 864-6731
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(Telephone number, including area code, of agent for service)
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<TABLE>
CALCULATION OF REGISTRATION FEE
(CAPTION>
<S> <S> <S> <S> <S>
Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Share* Offering Price* Registration Fee
- --------------------- ------------------ ---------------------- ------------------------- ---------------------
Common Stock,
$1.00 par value 1,560,000 shares $21.25 $33,150,000.00 $10,045.45
===================== ================== ====================== ========================= =====================
* Based upon the average of the high and low prices for the Common Stock on
August 29, 1997, as reported on the New York Stock Exchange, pursuant to
Rule 457(c) and (h)(1) under the Securities Act of 1933.
</TABLE>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
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Item 2. Registrant Information and Employee Plan Annual Information.*
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* The information required by Items 1 and 2 of Part I of Form S-8 is
omitted from this registration statement in accordance with the Note to
Part 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents heretofore filed by Public Service Company of North
Carolina, Incorporated ("Company") with the Securities and Exchange Commission
are incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996;
(ii) The Company's Quarterly Report on Form 10-Q for the quarters
ended December 31, 1996, March 31, 1997 and June 30, 1997, and
the Company's Registration Statement on Form 8-K dated April
9, 1997, and filed April 10, 1997, as amended by the Company's
Registration Statement on Form 8-K A00 dated April 9, 1997,
and filed April 14, 1997; and
(iii) The description of the Company's Common Stock contained in the
Company's Form 8-A dated February 22, 1995, filed under the
Securities Exchange Act of 1934, as amended ("Exchange Act"),
including any amendment or report filed for the purpose of
updating such description.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act after the date hereof 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 herein and to be part
hereof from the date of filing of such reports and documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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The Company's Articles of Incorporation provide that a director of the
Company shall not be liable for monetary damages for breach of his or her duties
as a director except and only to the extent applicable law restricts the
effectiveness of such provision. Under applicable law, this provision precludes
any claim of the Company's shareholders for monetary damages based on a breach
of duty of directors, with the following exceptions under the
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North Carolina Business Corporation Act: (i) acts or omissions that such
directors at the time of such breach knew or believed were clearly in conflict
with the best interests of the corporation, (ii) certain unlawful distributions,
including unlawful redemptions of shares, (iii) any transaction from which such
director derived an improper personal benefit, or (iv) acts or omissions
occurring prior to the effectiveness of the provision on April 27, 1988.
The Bylaws of the Company contain provisions which require the Company to
indemnify current or former directors and officers to the fullest extent
permitted by law against claims and liabilities, including reasonable costs of
defense attendant thereto, imposed upon such persons by reason of his or her
status as a director or officer of the Company unless such claims, liabilities,
and expenses are attributable to the negligence or misconduct of such director
or officer. The North Carolina Business Corporation Act contains provisions
which mandate in some instances and permit in other instances such
indemnification.
The Company has an insurance policy covering its directors and officers
against personal liability, which may include liabilities under the Securities
Act of 1933 (the "Securities Act").
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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5 Opinion of J. Paul Douglas, Vice President - Corporate
Counsel of the Company, as to the legality of the
securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of J. Paul Douglas, Vice President - Corporate
Counsel of the Company (contained in Exhibit 5).
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change
in the information set forth in this 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 (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 by the Registrant under the Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining liability under the
Securities Act, it will treat each post-effective amendment as a
new registration statement of the securities offered therein, and
the offering of such securities at that time shall be deemed to be
the initial bona fide offering.
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(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Gastonia, State of North Carolina, on the 24th day of
July, 1997.
PUBLIC SERVICE COMPANY OF NORTH CAROLINA
INCORPORATED
By: /s/ Charles E. Zeigler, Jr.
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Charles E. Zeigler, Jr.
Chairman, President and Chief Executive Officer
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
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/s/Charles E. Zeigler, Jr. Chairman, President, Chief Executive July 24, 1997
- --------------------------- Officer,and Director (Principal
Charles E. Zeigler, Jr. Executive Officer)
/s/ Jack G. Mason Vice President - Treasurer and Chief July 24, 1997
- --------------------------- Financial Officer (Principal
Jack G. Mason Financial and Accounting Officer)
/s/William C. Burkhardt Director July 24, 1997
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William C. Burkhardt
/s/ William A. V. Cecil Director July 24, 1997
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William A. V. Cecil
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/s/ Bert Collins Director July 24, 1997
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Bert Collins
/s/ John W. Copeland Director July 24, 1997
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John W. Copeland
/s/ Van E. Eure Director July 24, 1997
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Van E. Eure
/s/ William L. O'Brien, Jr. Director July 24, 1997
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William L. O'Brien, Jr.
/s/ D. Wayne Peterson Director July 24, 1997
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D. Wayne Peterson
/s/ Ben R. Rudisill, II Director July 24, 1997
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Ben R. Rudisill, II
/s/ G. Smedes York Director July 24, 1997
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G. Smedes York
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 29549
EXHIBITS
Item 8
FORM S-8
REGISTRATION STATEMENT
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
EXHIBIT INDEX
Exhibit Description
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5 Opinion of J. Paul Douglas, Vice President - Corporate
Counsel of the Company (page 8 of the sequentially
numbered pages).
23.1 Consent of Arthur Andersen LLP. (page 9 of the
sequentially numbered pages).
23.2 Consent of J. Paul Douglas, Vice President - Corporate
Counsel of the Company (contained in Exhibit 5).
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EXHIBIT 5
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September 3, 1997
Board of Directors
Public Service Company of
North Carolina, Incorporated
400 Cox Road
Post Office Box 1398
Gastonia, North Carolina 28053-1398
Gentlemen:
In connection with the proposed registration under the Securities Act of
1933, as amended, of 1,560,000 shares (the "Shares") of the $1.00 par value
common stock of Public Service Company of North Carolina, Incorporated to be
issued pursuant to the terms of the Public Service Company of North Carolina,
Incorporated 1997 Nonqualified Stock Option Plan (the "Plan"), I have examined
such corporate records and other documents, and have reviewed such matters of
law as I have deemed necessary or appropriate for this opinion. Based on such
examination and review, it is my opinion that the Shares have been duly and
validly authorized and, when issued and paid for in accordance with and upon the
terms and conditions of the Plan, will be validly issued, fully paid, and
nonassessable.
I consent to being named in the Registration Statement on Form S-8 covering
the Shares as the attorney who passed upon the legality of the Shares, and to
the filing of a copy of this opinion as an exhibit to such Registration
Statement on Form S-8.
Very truly yours,
J. Paul Douglas
Vice President - Corporate Counsel
Public Service Company of
North Carolina, Incorporated
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EXHIBIT 23.1
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our reports dated October 29,
1996 (except with respect to the matters discussed in Note 11 as to which the
date is December 3, 1996), included or incorporated by reference in the
Public Service Company of North Carolina, Incorporated Form 10-K for the
fiscal year ended September 30, 1996, and to all references to our Firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
Charlotte, North Carolina
September 3, 1997
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