As filed with the Securities and Exchange Commission on April 12, 1996
Registration No. 33-
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
Registration Statement No.
Under
The Securities Act of 1933
------------------------
ROANOKE GAS COMPANY
(Exact name of registrant as specified in its charter)
Virginia 54-0359895
(State of other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
519 Kimball Avenue, N.E.
Roanoke, Virginia 24016
(540) 983-3800
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
------------------------
FRANK A. FARMER, JR.
President and Chief Executive Officer
Roanoke Gas Company
519 Kimball Avenue, N.E.
Roanoke, Virginia 24016
(540) 983-3800
(Name, address, including zip code, and
telephone number, including area code, of agent
for service)
------------------------
Copy to:
FAITH M. WILSON, ESQ.
WOODS, ROGERS & HAZLEGROVE, P.L.C.
First Union Tower, Suite 1400
10 South Jefferson Street
Roanoke, Virginia 24011
(540) 983-7633
<TABLE>
<CAPTION>
==============================================================================================
Calculation of Registration Fee
- ----------------------------------------------------------------------------------------------
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered per Share* Offering Price Fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$5 par value 50,000 shares $18.25 $912,500 $315
==============================================================================================
</TABLE>
*Based on high and low prices of Company common stock reported on the
Nasdaq National Market on April 10, 1996.
<PAGE>
This Registration Statement relates to 50,000 shares of Roanoke
Gas Company Common Stock, $5 par value, to be offered and sold pursuant
to the Roanoke Gas Company Key Employee Stock Option Plan.
INCORPORATION OF DOCUMENT BY REFERENCE
The following documents filed by Roanoke Gas Company (File
No. 0-367) (the "Company") with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference in this
Registration Statement: (i) Annual Report on Form 10-K for the year
ended September 30, 1995; (ii) Quarterly Report on Form 10-Q for the
quarter ended December 31, 1995; (iii) Description of Company Common
Stock contained in Registration Statement on Form 10 dated April 26,
1965, as amended by Current Report on Form 8-K dated April 9, 1996,
including any further amendment or report filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, subsequent to
the date hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, are hereby
incorporated by reference into this Registration Statement and shall be
deemed a part hereof from the date of the filing of such documents.
LEGAL OPINION
The legality of the Common Stock being registered hereby has been
passed upon by Woods, Rogers & Hazlegrove, P.L.C., Roanoke, Virginia.
Wilbur L. Hazlegrove, a partner of Woods, Rogers & Hazlegrove, P.L.C.,
is a director of the Company. The partners of the firm of Woods, Rogers
& Hazlegrove, P.L.C. and members of their immediate families
beneficially owned, as of March 25, 1996, in the aggregate,
approximately 41,000 shares of the Common Stock of the Company.
EXPERTS
The consolidated financial statements of Roanoke Gas Company and
subsidiaries as of September 30, 1995 and 1994 and for each of the years
in the three-year period ended September 30, 1995, have been
incorporated by reference herein and in the registration statement in
reliance upon the report of KPMG Peat Marwick LLP, independent certified
public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing. The
report of KPMG Peat Marwick LLP refers to changes in the methods of
accounting for income taxes and postretirement benefits other than
pensions in 1994.
INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY
Section 13.1-692.1 of the Code of Virginia, 1950, as amended,
places a limitation on the liability of officers and directors of a
corporation in any proceeding brought by or in the right of the
corporation or brought by or on behalf of shareholders of the
corporation. The damages assessed against an officer or director
arising out of a single transaction, occurrence, or course of conduct
shall not exceed the greater of $100,000 or the amount of cash
compensation received by the officer or director from the corporation
during the 12 months immediately preceding the act or omission for which
liability was imposed. The statute also authorizes the corporation, in
its articles of incorporation or, if approved by the shareholders, in
its bylaws, to provide for a different specific monetary limit on, or to
eliminate entirely, liability. The liability of an officer or director
shall not be limited if the officer or director engaged in willful
misconduct or a knowing violation of the criminal law or any federal or
state securities law. The Company has not taken action to establish a
different limit on liability from that set forth in the statute.
Sections 13.1-697 and 13.1-702(2) of the Code of Virginia, 1950,
as amended, permit any Virginia corporation to indemnify an officer or
director against liability incurred in a proceeding if such officer or
director conducted himself in good faith and 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. In the case of a
criminal proceeding, a corporation may indemnify an officer or director
made a party to such proceeding if he had no reasonable cause to believe
that his conduct was unlawful. A corporation may not indemnify an
officer or director under Section 13.1-697 (i) in connection with a
proceeding by or in the right of the corporation in which he was
adjudged liable to the corporation; or (ii) in connection with any other
proceeding charging improper personal benefit to him in which he was
adjudged liable on the basis that personal benefit was improperly
received by him. Indemnification permitted under Section 13.1-697 in
connection with a proceeding by or in the right of the corporation is
limited to reasonable expenses incurred in connection with the
proceeding. Further, Virginia Code Sections 13.1-698 and 13.1-702(1)
provide that, unless limited by its articles of incorporation, a
corporation is required to provide indemnification to an officer or
director who entirely prevails in the defense of any proceeding to which
he was a party because he is or was an officer or director of the
corporation against reasonable expenses incurred by him in connection
with the proceeding.
A corporation may pay for or reimburse the reasonable expenses
incurred by an officer or director who is a party to a proceeding in
advance of final disposition of the proceeding if certain statements and
undertakings are made by the officer or director and a determination is
made that the facts as then known would not preclude indemnification.
Va. Code Section 13.1-699. In addition, an officer or director of the
corporation who is a party to a proceeding may apply for advances or
reimbursement of expenses and for indemnification to the court
conducting the proceeding or seek advances, reimbursement, or
indemnification in another court of competent jurisdiction. The court
shall order advances, reimbursement, or indemnification if it determines
the officer or director is entitled to such advances, reimbursement, or
indemnification, in which case the court shall also order the
corporation to pay the officer's or director's reasonable expenses
incurred to obtain the order. With respect to a proceeding by or in the
right of the corporation, the court may order indemnification to the
extent of the officer's or director's reasonable expenses if it
determines that, considering all the relevant circumstances, the officer
or director is entitled to indemnification even though he was adjudged
liable, and may also order the corporation to pay the officer's and
director's reasonable expenses incurred to obtain the order. Va. Code
Section 13.1-700.1. In such a proceeding, no presumption is created by
the fact that either the corporation has not considered the question of
indemnification or that the corporation has denied indemnification. A
corporation is given the power to make further indemnity to any officers
or directors that may be authorized by the articles of incorporation or
any bylaw made by the shareholders or any resolution adopted, before or
after the event, by the shareholders, except an indemnity against the
officer's or director's willful misconduct or a knowing violation of the
criminal law. Va. Code Section 13.1-704.
Article IV of the Company's Bylaws contains provisions
indemnifying officers, directors, employees and agents of the Company in
certain circumstances against expenses, judgments, fines and amounts
paid in settlement in substantially the same manner provided for under
the provisions of Virginia law summarized above.
The Company maintains a directors' and officers' legal liability
insurance policy in the amount of $2,000,000, issued by the Chubb Group
Insurance Companies. The policy provides coverage up to 100% of its
face amount, subject to certain deductible or retention amounts. In
general, the policy insures (i) the Company's directors and officers
against losses by reason of their wrongful acts, and/or (ii) the Company
against claims against the directors and officers by reasons of their
wrongful acts for which the Company is required to indemnify or pay, all
as such terms are defined in the policy and subject to the terms,
conditions and exclusions contained therein.
EXHIBITS
Exhibit No. Description
- ----------- -----------
4(a) Specimen copy of certificate for Roanoke Gas Company
common stock, $5.00 par value (incorporated herein by
reference to Exhibit (4)(a) of the Annual Report on
Form 10-K for the fiscal year ended September 30,
1992)
4(b) Article I of the Bylaws of Roanoke Gas Company
(incorporated herein by reference to Exhibit (19) of
the Quarterly Report on Form 10-Q for the quarter
ended March 31, 1992)
4(c) Roanoke Gas Company Key Employee Stock Option Plan
(incorporated herein by reference to Exhibit 10(q)(q)
of the Annual Report on Form 10-K for the fiscal year
ended September 30, 1995)
5 Opinion of Woods, Rogers & Hazlegrove, P.L.C.
23(a) Consent of Woods, Rogers & Hazlegrove, P.L.C.
(included in Exhibit (5))
23(b) Consent of KPMG Peat Marwick LLP
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 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 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 3-19 of Regulation S-X at the start of
any delayed offering or throughout a continuous offering.
------------------------
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.
------------------------
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 of 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.
<PAGE>
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 Roanoke,
Commonwealth of Virginia, on March 25, 1996.
ROANOKE GAS COMPANY
By: /s/Frank A. Farmer, Jr.
_______________________
Frank A. Farmer, Jr.
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 indicated as of March 25, 1996.
Signature Title
--------- -----
/s/Frank A. Farmer, Jr. President, Chief
- ----------------------------- Executive Officer
(Frank A. Farmer, Jr.) and Director
(Chief Executive
Officer)
/s/John B. Williamson, III Vice President-
- ---------------------------- Rates and Finance
(John B. Williamson, III) (Principal
Financial
Officer)
/s/Roger L. Baumgardner Vice President,
- ----------------------------- Secretary and
(Roger L. Baumgardner) Treasurer
(Principal
Accounting
Officer)
/s/Lynn D. Avis Director
- -----------------------------
(Lynn D. Avis)
- ----------------------------- Director
(Abney S. Boxley, III)
<PAGE>
/s/Frank T. Ellett Director
- -----------------------------
(Frank T. Ellett)
/s/Wilbur L. Hazlegrove Director
- -----------------------------
(Wilbur L. Hazlegrove)
/s/W. Bolling Izard Director
- -----------------------------
(W. Bolling Izard)
/s/J. Allen Layman Director
- -----------------------------
(J. Allen Layman)
/s/John H. Parrott Director
- -----------------------------
(John H. Parrott)
/s/Thomas L. Robertson Director
- -----------------------------
(Thomas L. Robertson)
/s/S. Frank Smith Director
- -----------------------------
(S. Frank Smith)
<PAGE>
EXHIBIT INDEX
Page No. In
Sequential
Exhibit No. Description System
- ----------- ----------- ------
4(a) Specimen copy of certificate for Roanoke
Gas Company common stock, $5.00 par value
(incorporated herein by reference to
Exhibit (4)(a) of the Annual Report on
Form 10-K for the fiscal year ended
September 30, 1992)
4(b) Article I of the Bylaws of Roanoke Gas Company
(incorporated herein by reference to Exhibit
(19) of the Quarterly Report on Form 10-Q for
the quarter ended March 31, 1992)
4(c) Roanoke Gas Company Key Employee Stock Option
Plan (incorporated herein by reference to
Exhibit 10(q)(q) of the Annual Report on Form
10-K for the fiscal year ended September 30,
1995)
5 Opinion of Woods, Rogers & Hazlegrove, P.L.C.
23(a) Consent of Woods, Rogers & Hazlegrove, P.L.C.
(included in Exhibit (5))
23(b) Consent of KPMG Peat Marwick LLP
<PAGE>
Exhibit 5
Faith M. Wilson
540 983-7633
Internet: [email protected]
April 11, 1996
Board of Directors
Roanoke Gas Company
519 Kimball Avenue, N.E.
Roanoke, VA 24016
In re: Registration Statement on Form S-8: Roanoke Gas
Company Key Employee Stock Option Plan
------------------------------------------------
Gentlemen:
We have acted as counsel for you in connection with the preparation of
a Registration Statement on Form S-8 (the "Registration Statement") pursuant
to the provisions of the Securities Act of 1933, as amended, being filed with
the Securities and Exchange Commission on April 12, 1996, or as soon
thereafter as practicable, in respect of 50,000 shares of Company common stock
which may be sold pursuant to the Roanoke Gas Company Key Employee
Stock Option Plan and, as such, have examined the same and the exhibits being
filed therewith.
We are generally familiar with your corporate affairs, including your
organization and the conduct of the corporate proceedings relating thereto.
We also have examined such of your corporate records as we have deemed
necessary as the basis for this opinion. Based upon the foregoing, it is our
opinion that:
1. The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the Commonwealth of
Virginia.
2. The 50,000 shares of Company common stock which are the
subject of the Registration Statement have been duly and validly authorized,
and when issued pursuant to proper resolution of the Board of Directors of the
Company and upon the terms as set forth in the Registration Statement, will be
legally issued, fully paid and non-assessable.
<PAGE>
The Board of Directors
Roanoke Gas Company
April 11, 1996
Page 2
The foregoing opinion is contingent upon the Registration Statement
becoming effective. We consent to its use as an exhibit to the Registration
Statement and to reference to this firm in the Prospectus, the Registration
Statement and any amendments thereto.
Very truly yours,
s/Woods, Rogers & Hazlegrove, P.L.C.
WOODS, ROGERS & HAZLEGROVE, P.L.C.
<PAGE>
Exhibit 23(b)
The Board of Directors
Roanoke Gas Company
We consent to the use of our report incorporated herein by reference and
to the reference to our firm under the heading "Experts" in the
prospectus. Our report refers to changes in the methods of accounting
for income taxes and postretirement benefits other than pensions.
s/KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Roanoke, Virginia
April 11, 1996
<PAGE>
