As filed with the Securities and Exchange Commission on February 3, 1994
Registration No. 33-52127
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
PUGET SOUND POWER & LIGHT COMPANY
(Exact name of Registrant as Specified in Its Charter)
Washington 91-0374630
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
411 - 108th Avenue N.E.
Bellevue, Washington 98004-5515
(Address of Principal Executive Offices, Including Zip Code)
INVESTMENT PLAN FOR EMPLOYEES OF
PUGET SOUND POWER & LIGHT COMPANY
(Full Title of the Plan)
WILLIAM S. WEAVER
Puget Sound Power & Light Company
411 - 108th Avenue N.E.
Bellevue, Washington 98004-5515
(206) 454-6363
(Name, Address and Telephone Number, Including
Area Code, of Agent For Service)
______________________
Copy to:
J. SUE MORGAN
PERKINS COIE
1201 Third Avenue, 40th Floor
Seattle, Washington 98101-3099
______________________
CALCULATION OF REGISTRATION FEE
===========================================================================
==
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate
Securities to be Price Per Offering Amount of
to Be Registered Registered Share (1) Price (1) Registration
Fee
- ---------------------------------------------------------------------------
- --
Common Stock 1,000,000 (3) $23.875 $23,875,000 $8,233
(without
par value)(2)
- ---------------------------------------------------------------------------
- --
In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, as amended, this Registration Statement also
covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described herein.
(1) Estimated solely for purposes of calculating the
registration fee pursuant to Rule 457 under the Securities
Act of 1933, as amended. The price per share is estimated to
be $23.875 based on the average of the high and low prices
for the Common Stock, as reported on the New York Stock
Exchange on January 28, 1994.
(2) Includes associated Preference Stock Purchase Rights. Prior
to the occurrence of certain events, the Preference Stock
Purchase Rights will not be evidenced or traded separately
from the Common Stock.
(3) Includes an indeterminate number of additional shares which
may be necessary to adjust the number of shares for issuance
pursuant to such plan as the result of any future stock
split, stock dividend or similar adjustment of the
outstanding Common Stock of the Registrant.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1992, filed with the Securities and Exchange
Commission under Section 15d-2 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), which contains certified financial statements
for the most recent fiscal year for which such statements have been filed.
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
by the Annual Report on Form 10-K referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in
the Registration Statement on Form 8-A filed with the Securities and
Exchange Commission under Section 12(b) of the Exchange Act, including any
amendments or reports filed for the purpose of updating such description.
(d) All Annual Reports on Form 11-K filed by the Registrant's
Profit Sharing and Savings Plan (the "Plan") pursuant to Section 15(d) of
the Exchange Act after the date hereof.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to
the filing of a post-effective amendment which indicates that the
securities offered hereby have been sold or which deregisters the
securities covered hereby then remaining unsold shall also be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof commencing on the respective dates on which such documents are
filed.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances
for liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). Article VIII of the Registrant's Bylaws provides for
indemnification of the Registrant's directors, officers, employees and
agents to the maximum extent permitted by Washington law.
Section 23B.08.320 of the Washington Business Corporation Act
authorizes a corporation to limit a director's liability to the corporation
or its shareholders for monetary damages for acts or omissions as a
director, except in certain circumstances involving intentional misconduct,
self dealing or illegal corporate loans or distributions, or any
transactions from which the director personally receives a benefit in
money, property or services to which the director is not legally entitled.
Article X of the Registrant's Restated Articles of Incorporation contains
provisions implementing, to the fullest extent permitted by Washington law,
such limitations on a director's liability to the Registrant and its
shareholders.
Item 8. EXHIBITS
Exhibit
Number Description
- ------- -----------------------------------------------
5.1 Opinion of Perkins Coie regarding legality of the Common Stock
being registered
23.1 Consent of Coopers & Lybrand
23.2 Consent of Perkins Coie (included in its Opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (see signature page)
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:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(b) To reflect in the prospectus any facts or events
arising after the effective date of this 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
this Registration Statement; and
(c) To include any material information with respect
to the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if
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 Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefits
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.
D. The undersigned Registrant hereby undertakes that the Registrant
will submit the Plan to the Internal Revenue Service (the "IRS") in a
timely manner and will make all changes required by the IRS to qualify the
Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Bellevue, State of Washington, on
February 1, 1994.
PUGET SOUND POWER & LIGHT COMPANY
By R.R. Sonstelie
- -----------------------------
R.R. Sonstelie
President and Chief Executive Officer
POWER OF ATTORNEY
EACH PERSON WHOSE INDIVIDUAL SIGNATURE APPEARS BELOW HEREBY AUTHORIZES R.R.
SONSTELIE, WILLIAM S. WEAVER, R.E. OLSON AND R.C. WOOD, AND EACH 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, AND TO FILE, ANY AND ALL AMENDMENTS TO THIS REGISTRATION STATEMENT,
INCLUDING ANY AND ALL POST-EFFECTIVE AMENDMENTS.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons
in the capacities indicated on February 1, 1994.
Signature Title
John W. Ellis Director
- -------------------
John W. Ellis
R.R. Sonstelie President, Chief Executive Officer
- ------------------- and Director
R.R. Sonstelie
William S. Weaver Executive Vice President, Chief Financial
- ------------------- Officer and Director
William S. Weaver
R.E. Olson Vice President Finance and Treasurer
- ------------------- (Principal Accounting Officer)
R.E. Olson
Douglas P. Beighle Director
- -------------------
Douglas P. Beighle
Charles W. Bingham Director
- --------------------
Charles W. Bingham
Phyllis J. Campbell Director
- -------------------
Phyllis J. Campbell
Director
- -------------------
John H. Dunkak III
Director
- -------------------
John D. Durbin
Director
- -------------------
Daniel J. Evans
Director
- -------------------
Nancy L. Jacob
Director
- -------------------
R. Kirk Wilson
THE PLAN
Pursuant to the requirements of the Securities Act of 1933, as
amended, the persons who administer the Investment Plan for Employees of
Puget Sound Power & Light Company have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bellevue, State of Washington, on February 1,
1994.
INVESTMENT PLAN FOR EMPLOYEES OF
PUGET SOUND POWER & LIGHT COMPANY
By: PUGET SOUND POWER & LIGHT COMPANY
By: William S. Weaver
-----------------
William S. Weaver
Executive Vice-President and Chief Financial Officer
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ ------------------------------------------------
5.1 Opinion of Perkins Coie regarding legality of the Common Stock
being registered.
23.1 Consent of Coopers & Lybrand
23.2 Consent of Perkins Coie (included in its Opinion filed as Exhibit
5.1)
24.1 Power of Attorney (see signature page)
EXHIBIT 5.1
February 1, 1994
Puget Sound Power & Light Company
411 - 108th Avenue N.E.
Bellevue, WA 98004-5515
Re: Registration on Form S-8 of Shares of Common Stock, without par value,
of Puget Sound Power & Light Company (the "Company")
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of
a Registration Statement on Form S-8 (the "Registration Statement")
pursuant to the Securities Act of 1933, as amended (the "Act"), which you
are filing with the Securities and Exchange Commission with respect to
1,000,000 shares of Common Stock, without par value, of the Company (the
"Common Stock") which may be offered or sold pursuant to the Investment
Plan for Employees of Puget Sound Power & Light Company (the "Plan"). This
opinion is limited to those shares of Common Stock which will be originally
issued (the "Shares").
We have examined the Registration Statement and such documents and
records of the Company and other documents as we have deemed necessary for
the purpose of this opinion. In giving this opinion, we are assuming the
authenticity of all instruments presented to us as originals, the
conformity with originals of all instruments presented to us as copies and
the genuineness of all signatures.
Based upon and subject to the foregoing, we are of the opinion that
the Shares have been duly authorized and that, upon the due execution by
the Company and the registration by its registrar of such Shares and the
issuance and sale thereof by the Company in accordance with the terms of
the Plan, and the receipt of consideration therefor in accordance with the
terms of the Plan, such Shares will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of
the Act.
Very truly yours,
Perkins Coie
- -----------------
Perkins Coie
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
- -----------------------------------------
We consent to the incorporation by reference in this Registration Statement
on form S-8 of our report dated February 10, 1993, on our audits of the
consolidated financial statements and financial statement schedules of
Puget Sound Power & Light company as of December 31, 1992 and 1991 and for
the three years in the period ended December 31, 1992, which report is
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1992.
Coopers & Lybrand
- -----------------
Coopers & Lybrand
Seattle, Washington
February 1, 1994
