As filed with the Securities and Exchange Commission on
January 23, 1995
Registration No. 33-30171
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
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 Identification
incorporation or organization) No.)
64 Perimeter Center East 30346
Atlanta, Georgia (Zip Code)
(Address of principal executive
offices)
THE SOUTHERN COMPANY EXECUTIVE 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)
404-668-3575
(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 D. McLANAHAN
Financial Vice President TROUTMAN SANDERS
THE SOUTHERN COMPANY 600 Peachtree Street, N.E.
64 Perimeter Center East Suite 5200
Atlanta, Georgia 30346 Atlanta, Georgia 30308-2216<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 (Registration No. 33-30171), covering
shares of common stock, par value $5 per share ("Shares"), of The
Southern Company (the "Company") offered pursuant to The Southern
Company Executive Stock Plan, is filed in accordance with Rule
416(b) under the Securities Act of 1933, as amended, to reflect
an increase in the number of Shares registered. Pursuant to said
Rule 416(b), the Registration Statement is deemed to cover an
additional 2,998,000 Shares as the result of a two-for-one stock
split effected in the form of a stock distribution by the Company
on February 28, 1994 with respect to Shares held of record at the
close of business on February 7, 1994. This Amendment is filed
prior to the offering of such additional Shares.<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 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 Reports on Form 8-K dated
January 26, 1994 and February 16, 1994.
(2) The registrant's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1994, June 30, 1994 and
September 30, 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
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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 procure a
judgment in its favor 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) 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
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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
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
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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.
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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 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 Executive Stock Plan and the
First Amendment to the Plan (previously filed).
5 - Opinion of Troutman Sanders (formerly Troutman,
Sanders, Lockerman & Ashmore), counsel to SOUTHERN
(previously filed).
23(a)- The consent of Troutman Sanders is contained in
Exhibit 5.
23(b)- Consent of Arthur Andersen & Co. (previously
filed).
24 - Powers of Attorney and resolution. (Designated in
Registration No. 33-23153 as Exhibit 24(a).)
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;
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(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 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.
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(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.
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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 Atlanta, State of Georgia, on January 23, 1995.
THE SOUTHERN COMPANY
By: Edward L. Addison
Chairman of the Board
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 of the Board
(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 ) Directors
Elmer B. Harris )
Earl D. McLean, Jr. )
William A. Parker, Jr. )
William J. Rushton, III )
Gloria M. Shatto )
Herbert Stockham )
By: /s/Wayne Boston January 23, 1995
Wayne Boston
Attorney-in-Fact
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