AMENDMENT NO. 1
TO
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNISOURCE ENERGY CORPORATION
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(Exact name of registrant as specified in its charter)
ARIZONA 86-0786732
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
220 WEST SIXTH STREET
TUCSON, ARIZONA 85701
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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COMMON STOCK, NO PAR VALUE PACIFIC EXCHANGE INC.
If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction A.(c), check the
following box. [X]
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction A.(d), please check the
following box. [ ]
Securities Act registration statement file number to which this
form relates: 33-58173
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Securities to be registered pursuant to Section 12(g) of the Act:
N/A
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(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
The security being registered is the common stock, no
par value (the "Common Stock"), of UniSource Energy Corporation,
an Arizona corporation (the "Company"). The Articles of
Incorporation of the Company authorize the Company to issue
75,000,000 shares of Common Stock.
Dividend Rights. Subject to the limitation, if any,
specified with respect to the preferred stock, or any series
thereof, dividends may be paid on shares of the Common Stock, out
of any funds legally available therefor, when and as declared by
the Company's Board of Directors.
Liquidation Rights. Subject to the limitations, if
any, specified with respect to the preferred stock, or any series
therefor, in the event of any dissolution or other winding up of
the Company, whether voluntary or involuntary, the assets of the
Company available for payment and distribution to shareholders
shall be distributed ratable in accordance with their holders to
the holders of shares of the Common Stock.
Voting Rights. All voting power shall vest exclusively
as the holders of shares of the Common Stock, except as any
statute of the State of Arizona shall expressly provide to the
contrary, and except as and to the extent otherwise specified
with respect to the preferred stock, or any series thereof. Each
holder of the Common Stock shall, in the election of directors
and upon each other matter coming before any meeting of
shareholders, be entitled to one (1) vote for each share of such
stock standing in the name of such holder on the books of the
Company.
Miscellaneous. The Common Stock has no preemptive or
conversion rights or redemption or sinking fund provisions and
the outstanding Common Stock is fully paid and non-assessable.
<PAGE>
ITEM 2. EXHIBITS.
EXHIBIT NO. DESCRIPTION
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1. Registration Statement of the Company on Form S-4 (File
No. 33-58173) filed March 22, 1995
incorporated herein by reference thereto.
2.(a) Amended & Restated Articles of Incorporation of the
Company.
2.(b) Bylaws of the Company as amended to date.*
3. Specimen certificate of Common Stock.*
_________________________________
* Filed as an exhibit to Form 8-A for UniSource Energy
Corporation filed by EDGAR on December 23, 1997 and
incorporated herein by reference thereto.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: January 30, 1998 UNISOURCE ENERGY CORPORATION
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(Registrant)
By: /s/ Ira R. Adler
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Ira R. Adler
Senior Vice President,
Chief Financial Officer
and Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit Description
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2.(a) Amended & Restated Articles of Incorporation
of the Company.
Exhibit 2.(a)
AMENDED & RESTATED ARTICLES OF INCORPORATION
OF
UNISOURCE ENERGY CORPORATION
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KNOW ALL MEN BY THESE PRESENTS: That the incorporators,
having associated themselves together for the purpose of forming
a corporation under and by virtue of the laws of the State of
Arizona did adopt Articles of Incorporation, which are restated
as follows:
FIRST: The name of the Corporation shall be UniSource
Energy Corporation.
SECOND: The address of the Corporation within the State of
Arizona shall be 220 West 6th Street, Tucson, Arizona 85701, but
the known place of business may be established and maintained in
or outside of the State of Arizona at such places as the Board of
Directors may designate.
THIRD: The purposes for which the Corporation is
organized shall be the transaction of any or all lawful business
for which corporations may be incorporated under Chapter 1 of
Title 10, Arizona Revised Statutes.
The character of business, which the Corporation initially
intends actually to conduct in the State of Arizona, is the
acquisition and holding of securities of other corporations.
FOURTH: The total number of shares of Capital Stock of all
classes which the Corporation shall have authority to issue is
Seventy-Six Million (76,000,000) shares, divided into:
One Million (1,000,000) shares of Preferred Stock
without par value; and
Seventy-Five Million (75,000,000) shares of Common
Stock without par value.
PREFERRED STOCK
The Board of Directors of the Corporation shall have the
authority to divide the Preferred Stock into series and determine
the designation, preferences, limitations and relative rights of
the shares of each series so established, all to the extent and
in the manner provided by law.
COMMON STOCK
Subject to the limitations, if any, specified with respect
to the Preferred Stock, or any series thereof, dividends may be
paid on shares of the Common Stock, out of any funds legally
available therefor, when and as declared by the Board of
Directors.
Subject to the limitations, if any, specified with respect
to the Preferred Stock, or any series thereof, in the event of
any dissolution or other winding up of the Corporation, whether
voluntary or involuntary, the assets of the Corporation available
for payment and distribution to shareholders shall be distributed
ratably in accordance with their holdings to the holders of
shares of the Common Stock.
All voting power shall vest exclusively as the holders of
shares of the Common Stock, except as any statute of the State of
Arizona shall expressly provide to the contrary, and except as
and to the extent otherwise specified with respect to the
Preferred Stock, or any series thereof, and each holder of the
Common Stock shall, in the election of directors and upon each
other matter coming before any meeting of shareholders, be
entitled to one vote for each share of such stock standing in the
name of such holder on the books of the Corporation.
GENERAL PROVISIONS
The Corporation may, subject to such limitations, if any, as
may be specified with respect to the Preferred Stock, or any
series thereof, amend these Articles of Incorporation from time
to time, in as many respects as may be desired and as now or
hereafter permitted by law. The rights conferred upon
shareholders in these Articles of Incorporation are granted
subject to the foregoing right to amend.
A statutory merger of the Corporation shall not be deemed to
be a dissolution or other winding up of the Corporation within
the meaning of any provision of these Articles of Incorporation.
In consideration of the issuance by the Corporation of
shares of the Capital Stock of the Corporation, each and every
present and future holder of shares of the Capital Stock of the
Corporation shall be conclusively deemed, by acquiring or holding
such shares, to have expressly consented to all and singular the
terms and provisions of these Articles of Incorporation and to
have agreed, among other things, that the voting rights of such
holder shall be as set forth in, or determined pursuant to, this
Article.
FIFTH: The period of duration of the Corporation shall be
perpetual.
SIXTH: (A) The corporate powers of the Corporation shall
be exercised by or under the authority of, and the business and
affairs of the Corporation shall be managed under the direction
of, a Board of Directors consisting of a number of persons, not
less than eight nor more than fifteen, as fixed or changed from
time to time by the Board of Directors. Directors shall receive
reasonable compensation for the services, which they perform.
Directors shall be elected annually by the shareholders at the
annual meeting of shareholders and when so elected shall serve
until the next annual meeting of shareholders or until their
successors have been duly elected and qualified.
Any action required or permitted by these Articles of
Incorporation to be taken by the Board of Directors of the
Corporation may be taken by a duly authorized committee of the
Board of Directors, except as otherwise required by law.
(B) No director of the Corporation shall be
personally liable to the Corporation or its shareholders for
money damages for any action taken or any failure to take any
action as a Director; provided, however, that nothing herein
shall be deemed to eliminate or limit any liability which may not
be so eliminated or limited under the laws of the State of
Arizona, as in effect at the effective date of this paragraph (B)
of Article SIXTH or as thereafter amended. No amendment,
modification or repeal of this paragraph (B) shall eliminate or
limit the protection afforded by this paragraph (B) to a director
with respect to any act or omission occurring before the
effective date thereof.
(C) (1) The Corporation shall, to the maximum
extent permitted by applicable law, as from time to time in
effect, indemnify any individual who is or was a party to or
otherwise involved in (or threatened to be made a party to or
otherwise involved in) any Proceeding (as hereinafter defined)
because such individual is or was a director or officer of the
Corporation, or, while a director or officer of the Corporation,
is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against all
Liability (as hereinafter defined) incurred by such individual in
connection with such Proceeding.
As used in this paragraph (C) of Article SIXTH, (a) the term
"Expenses" includes attorneys' fees and all other costs and
expenses reasonably related to a Proceeding; (b) the term
"Liability" means the obligation to pay a judgment, settlement,
penalty or fine (including any excise tax assessed with respect
to an employee benefit plan) and reasonable Expenses incurred
with respect to a Proceeding, and includes without limitation
obligations and Expenses that have not yet been paid but that
have been or may be incurred; and (c) the term "Proceeding" means
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative and
whether formal or informal, including without limitation any
action, suit or proceeding by or in the right of the Corporation
and including, further, any appeal in connection with any such
action, suit or proceeding.
(2) The Corporation shall, to the maximum
extent permitted by applicable law, pay any Expenses incurred by
a director or officer of the Corporation in defending any such
Proceeding in advance of the final disposition thereof upon
receipt of any undertaking by or on behalf of such individual to
repay such advances if it is ultimately determined that such
individual did not meet any standard of conduct prescribed by
applicable law and upon the satisfaction of such other conditions
as may be imposed by applicable law.
(3) The Corporation, by resolution of the
Board of Directors, may extend the benefits of this paragraph (C)
of Article SIXTH to employees and agents of the Corporation (each
individual entitled to benefits under this paragraph (C) being
hereinafter sometimes called an "Indemnified Person").
(4) All rights to indemnification and to the
advancement of expenses granted under or pursuant to this
paragraph (C) shall be deemed to arise out of a contract between
the Corporation and each person who is an Indemnified Person at
any time while this paragraph (C) is in effect and may be
evidenced by a separate contract between the Corporation and each
Indemnified Person; and such rights shall be effective in respect
of all Proceedings commenced after the effective date of this
paragraph (C), whether arising from acts or omissions occurring
before or after such date. No amendment, modification or repeal
of this Article shall affect any rights or obligations
theretofore existing.
(5) The Corporation may purchase and
maintain insurance on behalf of, or insure or cause to be
insured, any individual who is an Indemnified Person against any
Liability asserted against or incurred by him in any capacity in
respect of which he is an Indemnified Person, or arising out of
his status in such capacity, whether or not the Corporation would
have the power to indemnify him against such liability under this
Article. The Corporation's indemnity of any individual who is an
Indemnified Person shall be reduced by any amounts such
individual may collect with respect to such liability (a) under
any policy of insurance purchased and maintained on his behalf by
the Corporation or (b) from any other entity or enterprise served
by such individual.
(6) The rights to indemnification and to the
advancement of Expenses and all other benefits provided by, or
granted pursuant to, this Article shall continue as to a person
who has ceased to serve in the capacity in respect of which such
person was an Indemnified Person and shall inure to the benefit
of the heirs, executors and administrators of such person.
(7) The Board of Directors shall have the
power and authority to make, alter, amend and repeal such
procedural rules and regulations relating to indemnification and
the advancement of Expenses as it, in its discretion, may deem
necessary or expedient in order to carry out the purposes of this
Article, such rules and regulations, if any, to be set forth in
the Bylaws of the Corporation or in a resolution of the Board of
Directors.
SEVENTH: The name and address of each incorporator were as
follows:
Name Address
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Joseph Mirrione 225 West 34th Street
Suite 2110
New York, New York 10122
Oriel Thomas 225 West 34th Street
Suite 2110
New York, New York 10122
EIGHTH: The name and street address of the Corporation's
statutory agent are as follows:
Name Address
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Dennis R. Nelson 220 West 6th Street
Tucson, Arizona 85702
IN WITNESS WHEREOF, the undersigned, UniSource Energy
Corporation, an Arizona corporation, has executed the foregoing
Restated Articles of Incorporation of UniSource Energy
Corporation by its President, Charles E. Bayless, and by its
Secretary, Dennis R. Nelson, whose signatures are acknowledged as
hereinafter set forth, and said Corporation by said officers
hereby states that the foregoing Restated Articles of
Incorporation set forth all of the operative provisions of the
Articles of Incorporation of UniSource Energy Corporation as
heretofore amended and that the Restated Articles of
Incorporation correctly set for the without change the provisions
of the Articles of Incorporation as heretofore amended and that
the Restated Articles of Incoporation supersede the original
Articles of Incorporation and all amendments thereto, and said
officers further state that said Restated Articles of
Incorporation were heretofore duly adopted by the Board of
Directors of the Corporation.
UNISOURCE ENERGY CORPORATION
By: /s/ Charles E. Bayless
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Charles E. Bayless
Its: President
By: /s/ Denniss R. Nelson
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Dennis R. Nelson
Its: Secretary, and Statutory Agent
<PAGE>
STATE OF ARIZONA )
) ss. Tucson
COUNTY OF PIMA )
Charles E. Bayless and Dennis R. Nelson, President and
Secretary of UniSource Energy Corporation, an Arizona
corporation, on behalf of the corporation, acknowledged the
foregoing instrument before me this 20th day of January 1998.
/s/ Diana Durako
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Notary Public
My Commission Expires:
9-25-98
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