As filed with the Securities and Exchange Commission on September 23, 1997
Registration No. 33-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TRIGEN ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3378939
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Water Street 10601
White Plains, New York 10601
(Zip Code)
(Address of Principal Executive Offices)
1994 Stock Incentive Plan
(Full title of the Plan)
EUGENE E. MURPHY
Vice President, General Counsel
and Secretary
One Water Street
White Plains, New York 10601
(Name and address of agent for service)
(914) 286-6600
(Telephone number, including area code, of agent for service)
with copies to:
E. WILLIAM BATES, II
King & Spalding
120 West 45th Street
New York, New York 10036
(212) 556-2100
CALCULATION OF REGISTRATION FEE
Title of Proposed maxi- Proposed maximum Amount of
securities to Amount to be mum offering aggregate offering registration
be registered registered price per unit(1) price(1) fee
- ------------------------------------------------------------------------------
Common Stock, 950,000 23.8375 $22,645,625 $6,862.31
$.01 par value
- ------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) based upon the average of the high and low reported
sales price of the Registrant's common stock on the New York Stock Exchange as
of September 19, 1997.
<PAGE>
EXPLANATORY STATEMENT
On September 6, 1994, Trigen Energy Corporation filed a Registration
Statement on Form S-8 (Registration No. 33-83736) (the "Earlier Registration
Statement"). The contents of the Earlier Registration Statement are hereby
incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit Description
5* Opinion of King & Spalding.
10* Amendment No. 1 to 1994 Stock Incentive Plan
23.1* Consent of KPMG Peat Marwick.
23.2* Consent of King & Spalding (included in Exhibit 5).
____________________
* Filed herewith
<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
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 White Plains, State of New York on this 23rd day of
September, 1997.
TRIGEN ENERGY CORPORATION
By /s/ Thomas R. Casten
Thomas R. Casten
Director, President and
Chief Executive Officer
KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Mr. Thomas R. Casten and Mr. Richard E. Kessel,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on September 23, 1997.
Signature Title
/s/ Thomas R. Casten Director, President and Chief
- ----------------------------------- Executive Officer (Principal
Thomas R. Casten Executive Officer)
/s/ David H. Kelly Vice President--Finance,
- ----------------------------------- Chief Financial Officer
David H. Kelly
/s/ Daniel J. Samela Controller (Principal Accounting
- ----------------------------------- Officer)
Daniel J. Samela
/s/ Richard E. Kessel Director, Executive Vice
- ----------------------------------- President, Chief Operating
Richard E. Kessel Officer
/s/ George F. Keane Director and Chairman of the
- ----------------------------------- Board
George F. Keane
/s/ Philippe Brongniart Director
- -----------------------------------
Philippe Brongniart
/s/ Dominique Mangin d'Ouince Director
- -----------------------------------
Dominique Mangin d'Ouince
/s/ Patrick Desnos Director
- -------------------------------
Patrick Desnos
/s/ Michel Bleitrach Director
- ----------------------------------
Michel Bleitrach
Francois Faessel Director
Michel Cassou Director
/s/ Charles E. Bayless Director
- ----------------------------------
Charles E. Bayless
/s/ Jonathan O'Herron Director
- ----------------------------------
Jonathan O'Herron
King & Spalding
1185 Avenue of the Americas
New York, NY 10036-4003
Telephone: 212/556-2100
September 22, 1997
Trigen Energy Corporation
One Water Street
White Plains, NY 10601
Re: Form S-8 Registration Statement of
Trigen Energy Corporation
Dear Gentlemen:
We have acted as counsel for Trigen Energy Corporation, a Delaware
corporation ("Trigen"), in connection with the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission relating to 950,000 shares of common stock, $.01 par
value, of Trigen (the "Shares") that may be offered or sold by Trigen pursuant
to Trigen's 1994 Stock Incentive Plan. As such counsel, we have examined and
relied upon such records, documents, certificates and other instruments as in
our judgment are necessary or appropriate to form the basis for the opinions
hereinafter set forth. In all such examinations, we have assumed the
genuineness of signatures on original documents and the conformity to such
original documents of all copies submitted to us as certified, conformed or
photographic copies, and as to certificates of public officials, we have assumed
the same to have been properly given and to be accurate.
Based upon the foregoing, we are of the opinion that:
1. Trigen is incorporated and is validly existing as a corporation in
good standing under the laws of the State of Delaware.
2. The Shares have been duly authorized and, when issued and paid for in
accordance with the terms of the Trigen Energy Corporation 1994 Stock Incentive
Plan, as amended, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement.
Very truly yours,
/s/ King & Spalding
AMENDMENT NO. 1
TO
TRIGEN ENERGY CORPORATION
1994 STOCK INCENTIVE PLAN
THIS AMENDMENT to the Trigen Energy Corporation 1994 Stock Incentive Plan
(the "Stock Plan") is made effective May 14, 1997.
The Stock Plan is hereby amended as follows:
In line 2 of Section 5(a) of the Stock Plan, delete "1,050,000" and
substitute "2,000,000".
Other than as set forth above, the Stock Plan shall remain unchanged and
in full force and effect.
Adopted by the Board of Directors Adopted by the Shareholders
on February 24, 1997 on May 14, 1997
Independent Accountants' Consent
The Board of Directors
Trigen Energy Corporation:
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 registration
statement. Our report refers to the Company's adoption in 1995 of Statement of
Financial Accounting Standard No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
/s/ KPMG Peat Marwick LLP
Stamford, Connecticut
September 17, 1997
