As filed with the Securities and Exchange Commission on July 1, 1994
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE SOUTHERN COMPANY
(Exact name of registrant as specified in its charter)
Delaware 58-0690070
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
64 Perimeter Center East
Atlanta, Georgia 30346
(Address of Principal Executive Officer)
THE SOUTHERN COMPANY OUTSIDE DIRECTORS STOCK PLAN
(Full title of the plan)
Tommy Chisholm, Secretary
The Southern Company
64 Perimeter Center East
Atlanta, Georgia 30346
(Name and address of agent for service)
(404) 393-0650
(Telephone number, including area code,
of agent for service)
The Commission is requested to mail signed copies of all orders, notices and
communications to:
W. L. Westbrook John F. Young
Financial Vice President Vice President
The Southern Company Southern Company Services, Inc.
64 Perimeter Center East One Wall Street, 42nd Floor
Atlanta, Georgia 30346 New York, New York 10005
John D. McLanahan, Esq.
Troutman Sanders
5200 NationsBank Plaza
600 Peachtree Street, N.E.
Atlanta, Georgia 30308-2216
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered offering aggregate fee
registered price offering
per share* price *
Common
Stock, par
value 1,000,000 $18.69 $18,690,000 $6,445
$5 per share shares<PAGE>
_____________________
* Pursuant to Rule 457(h)(1), these figures are based upon the average of
the high and low prices of the Common Stock on June 28, 1994, as
reported in the New York Stock Exchange consolidated reporting system,
and are used solely for the purpose of calculating the registration fee. <PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are incorporated by reference in this
registration statement; and all documents subsequently filed by The
Southern Company ("SOUTHERN" or the "registrant") pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, 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, shall be deemed to be incorporated by
reference in this registration statement and to the part thereof from
the date of filing of such documents.
(a) The registrant's Annual Report on Form 10-K for the year ended
December 31, 1993.
(b) (1) The registrant's Current Report on Form 8-K dated February 16,
1994.
(2) The registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994.
(c) The description of the registrant's common stock contained in
registration no. 33-51433 filed under the Securities Act of 1933.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 145 of Title 8 of the Delaware Code gives a corporation power to
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason
of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted 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 reasonable cause to believe his conduct was
unlawful. The same Section also gives a corporation power to indemnify
any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right
of the corporation to produce a judgment in its favor by reason of the<PAGE>
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper. Also, the Section states that, to
the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any such
action, suit or proceeding, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.
The Bylaws of SOUTHERN provide in substance that no present or future
director or officer of SOUTHERN shall be liable for any act, omission,
step or conduct taken or had in good faith which is required, authorized
or approved by order issued pursuant to the Public Utility Holding
Company Act of 1935, the Federal Power Act, or any state statute
regulating SOUTHERN or its subsidiaries by reason of their being public
utility companies or public utility holding companies, or any amendment
to any thereof. In the event that such provisions are found by a court
not to constitute a valid defense, each such director and officer shall
be reimbursed for, or indemnified against, all expenses and liabilities
incurred by him or imposed on him, in connection with, or arising out
of, any such action, suit or proceeding based on any act, omission, step
or conduct taken or had in good faith as in such Bylaws described.
The Bylaws of SOUTHERN also provide in pertinent part as follows:
Each person who is or was a director or officer of the Corporation and
who was or is a party or was or is threatened to be made a party to any
threatened, pending or completed claim, action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of
the fact that he is or was a director or officer of the Corporation, or
is or was serving at the request of the Corporation as a director,
officer, employee, agent or trustee of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, shall
be indemnified by the Corporation as a matter of right against any and
all expenses (including attorneys' fees) actually and reasonably
incurred by him and against any and all claims, judgments, fines,
penalties, liabilities and amounts paid in settlement actually incurred
by him in defense of such claim, action, suit or proceeding, including
appeals, to the full extent permitted by applicable law. The
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indemnification provided by this Section shall inure to the benefit of
the heirs, executors and administrators of such person.
Expenses (including attorneys' fees) incurred by a director or officer
of the Corporation with respect to the defense of any such claim,
action, suit or proceeding may be advanced by the Corporation prior to
the final disposition of such claim, action, suit or proceeding, as
authorized by the Board of Directors in the specific case, upon receipt
of an undertaking by or on behalf of such person to repay such amount
unless it shall ultimately be determined that such person is entitled to
be indemnified by the Corporation under this Section or otherwise;
provided, however, that the advancement of such expenses shall not be
deemed to be indemnification unless and until it shall ultimately be
determined that such person is entitled to be indemnified by the
Corporation.
The Corporation may purchase and maintain insurance at the expense of
the Corporation on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or any person who is or
was serving at the request of the Corporation as a director (or the
equivalent), officer, employee, agent or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, against any liability or expense (including attorneys' fees)
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would
have the power to indemnify him against such liability or expense under
this Section or otherwise.
The foregoing rights shall not be exclusive of any other rights to which
any such director or officer may otherwise be entitled and shall be
available whether or not the director or officer continues to be a
director or officer at the time of incurring any such expenses and
liabilities.
SOUTHERN has an insurance policy covering its liabilities and expenses
which might arise in connection with its lawful indemnification of its
directors and officers for certain of their liabilities and expenses and also
covering its officers and directors against certain other liabilities and
expenses.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number
4(a) - Composite Certificate of Incorporation of SOUTHERN
reflecting all amendments to date (Designated in
Registration No. 33-3546 as Exhibit 4(a), in Certificate of
-3-<PAGE>
Notification, File No. 70-7341, as Exhibit A and in
Certificate of Notification, File No. 70-8181, as Exhibit
A.)
4(b) - Bylaws of SOUTHERN as amended effective October 21, 1991 and
presently in effect. (Designated in Form U-1, File No. 70-
8181 as Exhibit A-2.)
4(c) - The Southern Company Outside Directors Stock Plan.
5 - Opinion of Troutman Sanders, counsel to SOUTHERN.
23(a)- The consent of Troutman Sanders is contained in Exhibit 5.
23(b)- Consent of Arthur Andersen & Co.
24 - Power of Attorney.
Exhibits listed above which have heretofore been filed with the
Securities and Exchange Commission and which were designated as noted
above are hereby incorporated herein by reference and made a part hereof
with the same effect as if filed herewith.
Item 9. Undertakings.
(a) Rule 415 offerings. 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 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
-4-<PAGE>
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) Filings incorporating subsequent Exchange Act documents by
reference. 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 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) Filing of registration statement on Form S-8. 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,
-5-<PAGE>
thereunto duly authorized, in the City of Atlanta, State of Georgia, on
July 1, 1994.
THE SOUTHERN COMPANY
By: A.W. Dahlberg
President
By: /s/Wayne Boston
Wayne Boston
Attorney-in-Fact
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
Edward L. Addison Director and Chairman (Principal
Executive Officer)
W. L. Westbrook Financial Vice President (Principal
Financial and Accounting Officer)
W.P. Copenhaver )
A.W. Dahlberg )
Paul J. DeNicola )
Jack Edwards )
H. Allen Franklin )
L.G. Hardman, III )
Elmer B. Harris ) Directors
Earl D. McLean, Jr. )
William A. Parker, Jr. )
William J. Rushton, III )
Gloria M. Shatto )
Herbert Stockham )
By: /s/Wayne Boston July 1, 1994
Wayne Boston
Attorney-in-Fact
-6-<PAGE>
Exhibit 4(c)
THE SOUTHERN COMPANY OUTSIDE DIRECTORS
STOCK PLAN
1.1 Stock Grant. Subject to (i) the approval of the adoption by
the Board of Directors of The Southern Company (the "Company") of
The Southern Company Outside Directors Stock Plan (the "Plan") by
the shareholders of the Company at the annual meeting thereof to
be held on May 25, 1994, and (ii) the Company's receipt of the
requisite approval of the Plan by the Securities and Exchange
Commission under the Public Utility Holding Company Act of 1935,
as amended, and the rules thereunder, any member of the Board of
Directors of the Company who is not otherwise actively employed
by the Company or any of its subsidiaries or affiliates shall
receive a portion of his or her annual retainer fees equal to
$5,000 in unrestricted common stock of the Company, with the
remainder of such annual retainer fees to be payable, in
increments elected by the director, in cash or in unrestricted
common stock of the Company.
2.1 Administration. This plan shall be administered by the
Compensation Committee of the Board of Directors, as appointed
from time to time. The Compensation Committee shall have the
discretion to interpret the Plan, including any ambiguities
contained herein and, subject to its provisions, to make all
determinations necessary or desirable for the Plan's
administration.
3.1 Source of Shares. Shares delivered by the Company to a
director in accordance with this Plan will be unrestricted shares
of common stock of the Company.
4.1 Election to Determine Percentage or Amount of Compensation
to be Paid in Stock. The director shall have a one-time
opportunity to elect the portion of his compensation in excess of
$5,000 to be paid in unrestricted common stock. Such election
shall be made on the form provided to the director by the
Compensation Committee of the Company, which form shall
acknowledge that once made, such election is irrevocable.
5.1 Date of Payment for Cash Compensation. Any cash payments
due to a director as a result of his election to receive a
portion of his annual retainer fee in cash shall be paid in
twelve (12) equal monthly installments, with the first such
payment commencing on January 1, with succeeding payments being
made on the first day of each month thereafter.
6.1 Date of Payment for Stock Compensation. Any stock
compensation due to a director shall be payable on a quarterly
basis, with the first such quarterly distribution being made on
April 1 and succeeding quarterly distributions being made on July
1, September 1, and December 1. The amount of stock to be<PAGE>
distributed to a director shall initially be determined by first
dividing the director's required and elected dollar amount of
stock compensation by four (4) and then dividing such quarterly
quotient by the market value of the common stock of the Company
on the date of distribution, with subsequent distributions based
on such quarterly quotient divided by the market value of the
common stock of the Company on the date of distribution. For
purposes of valuing such stock, the term "market value" shall
mean the average of the high and low prices of the common stock
of the Company, as published in the Wall Street Journal in its
report of New York Stock Exchange composite transactions, on the
date such market value is to be determined (or the average of the
high and low sale prices on the trading day immediately preceding
such date if the common stock of the Company is not traded on the
applicable valuation date). Notwithstanding the foregoing, for
purposes of the 1994 calendar year, no stock distributions shall
be made prior to July 1, 1994; provided, however that the stock
distribution to be made on July 1, 1994 shall include both the
April 1, 1994 and July 1, 1994 quarterly distributions with such
distributions being valued in accordance with the provisions of
this Section 6.1.
7.1 Amendment or Termination. The Plan may be wholly or
partially amended or otherwise modified, suspended or terminated
by the Board of Directors or by the Compensation Committee with
the approval of the Board of Directors; provided, however, that,
without the approval of the shareholders of the Company entitled
to vote thereon, no amendment may be made which would, absent
such shareholder approval, disqualify the Plan for coverage under
Rule 16b-3, as promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended,
as that rule may be amended from time to time; and provided
further that the Plan may not be amended more than once every six
(6) months unless such amendment is made in order to comply with
changes to either the Internal Revenue Code of 1986, as amended,
or the Employee Retirement Income Security Act of 1974, as
amended, and the rules thereunder. Notwithstanding the
foregoing, no such amendment or termination shall impair any
rights to payments to which a director may be entitled prior to
the effective date of such amendment or termination.
IN WITNESS WHEREOF, this Plan has been executed pursuant to
resolutions of the Board of Directors of The Southern Company
this 3rd day of June, 1994, to be effective as of January 1,
1994.
THE SOUTHERN COMPANY:
By: /s/A. W. Dahlberg
Its: President<PAGE>
ATTEST:
By: /s/Tommy Chisholm
Its: Secretary
[CORPORATE SEAL]<PAGE>
Exhibit 5
TROUTMAN SANDERS
600 PEACHTREE STREET, SUITE 5200
ATLANTA, GEORGIA 30308-2216
(404) 885-3000
July 1, 1994
The Southern Company
64 Perimeter Center East
Atlanta, Georgia 30346
Re: The Southern Company
Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the above-captioned registration statement
and related prospectus proposed to be filed by The Southern
Company ("Southern") with the Securities and Exchange Commission
under the Securities Act of 1933 for the registration of
additional shares of its common stock, par value $5 per share
(the "Stock"), pursuant to The Southern Company Outside Directors
Stock Plan (the "Plan"). We have also examined certified copies
of Southern's Certificate of Incorporation, as amended, and of
its by-laws and are familiar with all proceedings relating to the
issuance and sale of the Stock. We are of the opinion that:
(a) Southern is a corporation duly organized and
existing under the laws of the State of Delaware, is
domesticated under the laws of the State of Georgia and is
qualified to do business as a foreign corporation under the
laws of the State of Alabama.
(b) Upon compliance with the relevant provisions of
the Securities Act of 1933, and upon compliance with the
securities or "Blue Sky" laws of any jurisdiction applicable
thereto, Southern may legally issue and sell the Stock
without obtaining the consent or approval of any other
governmental authority.
(c) When the necessary consents or approvals as
referred to in paragraph (b) hereinabove have been obtained,
and when certificates for the Stock have been executed by
Southern, countersigned and registered by the transfer agent
and registrar and delivered in accordance with the Plan, the
Stock will be valid and legally issued, fully paid and non-
assessable shares of Southern, and the holders thereof will
be entitled to the rights and privileges appertaining
thereto as set forth in Southern's Certificate of<PAGE>
The Southern Company
July 1, 1994
Page 2
Incorporation, as amended.
We hereby consent to the filing of this opinion as an
exhibit to the registration statement.
Very truly yours,
/s/Troutman Sanders
TROUTMAN SANDERS<PAGE>
EXHIBIT 23(b)
ARTHUR ANDERSEN & CO.
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form
S-8, related to The Southern Company Outside Directors Stock
Plan, of our reports dated February 16, 1994 on the financial
statements of The Southern Company and the related financial
statement schedules included in The Southern Company's Form 10-K
for the year ended December 31, 1993 and to all references to our
Firm included in this registration statement.
/s/Arthur Andersen & Co.
ARTHUR ANDERSEN & CO.
Atlanta, Georgia
July 1, 1994<PAGE>
Exhibit 24
April 18, 1994
Edward L. Addison, A. W. Dahlberg, W. L. Westbrook,
Tommy Chisholm and Wayne Boston
Dear Sirs:
The Southern Company proposes to file a registration
statement or statements under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission with respect
to the issuance by this Company of additional shares of its
common stock pursuant to The Southern Company Outside Directors
Stock Plan.
The Southern Company and the undersigned directors and
officers of said Company, individually as a director and/or as an
officer of the Company, hereby make, constitute and appoint each
of you our true and lawful Attorney for each of us and in each of
our names, places and steads to sign and cause to be filed with
the Securities and Exchange Commission in connection with the
foregoing such registration statement or statements and
appropriate amendment or amendments (including post-effective
amendments) thereto, to be accompanied by a prospectus or
prospectuses and any appropriately amended or supplemented
prospectus or prospectuses and any necessary exhibits.
Yours very truly,
THE SOUTHERN COMPANY
By /s/A. W. Dahlberg
A. W. Dahlberg, President<PAGE>
- 2 -
/s/Edward L. Addison /s/William A. Parker, Jr.
/s/W. P. Copenhaver /s/William J. Rushton, III
/s/A. W. Dahlberg /s/Gloria M. Shatto
/s/Paul J. DeNicola /s/Herbert Stockham
/s/Jack Edwards /s/Louis J. Willie
/s/H. Allen Franklin /s/W. L. Westbrook
/s/L. G. Hardman, III /s/Tommy Chisholm
/s/Elmer B. Harris /s/W. Dean Hudson
/s/John M. McIntosh /s/William A. Maner III
/s/Earl D. McLean, Jr.<PAGE>
Extract from minutes of meeting of the board of directors of The
Southern Company.
- - - - - - - - - -
RESOLVED FURTHER: That for the purpose of signing the
registration statement or statements under the Securities
Act of 1933, as amended, to be filed with the Securities and
Exchange Commission with respect to the issuance and sale by
this Company of additional shares of its common stock
pursuant to the Plan and of remedying any deficiencies with
respect thereto by appropriate amendment or amendments
(including post-effective amendments), this Company, the
members of its Board of Directors, and its officers are
authorized to give their several powers of attorney to
Edward L. Addison, A. W. Dahlberg, W. L. Westbrook, Tommy
Chisholm, and Wayne Boston.
- - - - - - - - - -
The undersigned officer of The Southern Company does
hereby certify that the foregoing is a true and correct copy of
resolution duly and regularly adopted at a meeting of the board
of directors of The Southern Company, duly held on April 18,
1994, at which a quorum was in attendance and voting throughout,
and that said resolution has not since been rescinded but is
still in full force and effect.
Dated July 1, 1994 THE SOUTHERN COMPANY
By /s/Tommy Chisholm
Tommy Chisholm
Secretary<PAGE>
