As filed with the Securities and Exchange
Commission on January 6, 1997 Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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SIGCORP, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1940620
(State of Incorporation) (I.R.S. Employer Identification No.)
20 N.W. Fourth Street
Evansville, Indiana 47735-3606
(812) 465-5300
(Address of principal executive offices)
SIGCORP, INC. Stock Option Plan
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A.E. Goebel
Secretary and Treasurer
SIGCORP, Inc.
20 N.W. Fourth Street
Evansville, Indiana 47735-3606
(812) 465-5300
(Name and address of agent for service, including telephone number)
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Copy to:
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004
(212) 858-1102
Attention: John H. Byington, Jr., Esq.
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CALCULATION OF REGISTRATION FEE
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Amount Proposed maximum Proposed maximum Amount of
Title of securities to be offering price aggregate offering registration
to be registered registered per share* price* fee*
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<S> <C> <C> <C>
Common Stock, without par value 500,000 * $16,012,466 $4,852.26
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* Of the 500,000 shares available under the Plan, as of the date hereof
options with respect to an aggregate of 220,665 shares have been issued and
279,335 shares remain available for the grant of future options. The
proposed maximum offering price listed above has been determined pursuant to
Rule 457(h) under the Securities Act of 1933, as amended (the "Securities
Act"), and represents the sum of (i) $6,427,644.38, which is the aggregate
exercise price for the 220,665 shares subject to options granted to date
under the Plan plus (ii) $9,584,821.80, which is the product of the
remaining 279,335 shares available under the Plan multiplied by a per share
price of $34.31, the average of the high and low price per share on the NYSE
consolidated reporting system on January 3, 1997.
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PART I
A prospectus setting forth the information required by Part I
of Form S-8 will be distributed to Plan participants as specified by Rule
428(b)(1)(i) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have heretofore been filed by
SIGCORP, Inc. (the "Company") (File No. 33-57381) with the Securities and
Exchange Commission the ("Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "1934 Act"), are incorporated by reference herein and
shall be deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1995.
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996.
3. Description of the Company's capital stock contained in
the Company's registration statement under the 1934 Act, including any
amendment of report filed for the purpose of updating such description.
All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the
filing of a post-effective amendment to this Registration Statement 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 made a part hereof from their respective
dates of filing (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents"); provided, however, that
the documents enumerated above or subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act in each year during which
the offering made by this Registration Statement is in effect prior to the
filing with the Commission of the Company's Annual Report on Form 10-K covering
such year shall not be Incorporated Documents or be incorporated by reference in
this Registration Statement or be a part hereof from and after the filing of
such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's By-Laws permits the indemnification of
officers and directors under certain circumstances to the full extent that such
indemnification may be permitted by law.
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Such rights of indemnification are in addition to, and not in
limitation of, any rights to indemnification to which any officer or director of
the Company is entitled under The Indiana General Corporation Act, which
provides for indemnification by a corporation of its officers and directors
under certain circumstances and subject to specified limitations as set forth
therein.
The Registrant also has an insurance policy covering its
liabilities and expenses which may arise in connection with its lawful
indemnification of its directors and officers for certain of their liabilities
and expenses. Officers and directors of the Registrant are covered under this
policy for certain other liabilities and expenses.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
- ------ -----------
4(a) - Restated Articles of Incorporation of the Company (filed as
Exhibit 3(a) to the Company's registration statement on Form
S-4, as amended (File No. 33-57381), and incorporated herein
by reference).
4(b) - By-Laws of the Company (filed as Exhibit 3(b) to the Company's
registration statement on Form S-4, as amended (File No.
33-57381), and incorporated herein by reference).
4(c) - Rights Agreement dated as of December 31, 1995 (filed as
Exhibit 4.1 to the Company's Registration Statement on Form
8-B (File No. 001-11603), and incorporated herein by
reference).
5 - Opinion of Messrs. Bamberger, Foreman, Oswald and Hahn as to
the legality of securities offered under the SIGCORP, Inc.
Stock Option Plan, including their consent.
23(a) - Consent of Arthur Andersen LLP.
23(b) - Consent of Counsel (contained in the Opinion of the Company's
Counsel, Exhibit 5 hereto).
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) 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;
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provided, however, that paragraphs (1)(a)(i) and (1)(a)(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 are contained in periodic reports filed by the
Registrant pursuant to Section 13(a) or Section 15(d) of the 1934 Act
that are incorporated by reference in the registration statement.
(b) 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.
(c) 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.
(2) The undersigned Registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each
filing of the issuer's annual report pursuant to Section 13(a) or 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 the time shall be deemed to be the initial bona fide offering hereof.
(3) 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 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.
EXPERTS
Unless otherwise indicated, the financial statements and
schedules incorporated by reference herein have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said reports.
LEGAL OPINION
The legality of the Common Stock offered pursuant to the
Registration Statement has been passed upon for the Company by Bamberger,
Foreman, Oswald & Hahn, Evansville, Indiana.
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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,
thereunto duly authorized, in the City of Evansville, State of Indiana, on the
6th day of January, 1997.
SIGCORP, INC.
/s/
__________________________
By: A.E. Goebel
Secretary and Treasurer
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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 and on dates indicated.
Signatures: Title: Date:
- ----------- ------ -----
/s/
________________________
RONALD G. REHERMAN Chairman of the Board, December 19, 1996
President, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/
________________________
ANDREW E. GOEBEL Secretary and Treasurer January 6, 1997
(Principal Financial and
Accounting Officer)
/s/
________________________
JOHN M. DUNN Director January 6, 1997
/s/
________________________
JOHN D. ENGELBRECHT Director December 20, 1996
/s/
________________________
ROBERT L. KOCH, II Director January 6, 1997
/s/
________________________
JERRY A. LAMB Director December 20, 1996
/s/
________________________
DONALD A. RAUSCH Director January 6, 1997
/s/
________________________
RICHARD W. SHYMANSKI Director January 6, 1997
/s/
________________________
DONALD E. SMITH Director December 23, 1996
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<PAGE>
/s/
________________________
JAMES S. VINSON Director December 28, 1996
/s/
________________________
NORMAN P. WAGNER Director January 6, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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EXHIBITS
filed with
Registration Statement
on
Form S-8
under
The Securities Act of 1933
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SIGCORP, INC. Stock Option Plan
SIGCORP, INC.
(Exact name of registrant as specified in its charter)
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-8-
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EXHIBIT INDEX
SIGCORP, Inc. Stock Option Plan
Exhibit Sequential
Number Description Page Number
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4(a) - Restated Articles of Incorporation of the *
Company (filed as Exhibit 3(a) to the Company's
registration statement on Form S-4, as amended
(File No. 33-57381), and incorporated herein by
reference).
4(b) - By-Laws of the Company (filed as Exhibit 3(b) *
to the Company's registration statement on Form
S-4, as amended (File No. 33-57381), and
incorporated herein by reference).
4(c) - Rights Agreement dated as of December 31, 1995 *
(filed as Exhibit 4.1 to the Company's
registration statement on Form 8-B (File No.
001- 11603), and incorporated herein by
reference).
5 - Opinion of Messrs. Bamberger, Foreman, Oswald
and Hahn as to the legality of securities
offered under the SIGCORP, Inc. Stock Option
Plan, including their consent.
23(a) - Consent of Arthur Andersen LLP.
23(b) - Consent of Counsel (contained in the Opinion of
the Company's Counsel, Exhibit 5 hereto).
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* Incorporated by reference.
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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 of our report dated January
24, 1996 included in SIGCORP's Form 10-K for the year ended December 31, 1995
and to all references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
December 30, 1996
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December 4, 1996
SIGCORP, Inc.
20 N.W. Fourth Street
Evansville, IN 47708
In Re: SIGCORP, Inc.Registration Statement on Form S-8 -
SIGCORP, Inc. Stock Option Plan (the "Plan")
Ladies and Gentlemen:
In connection with the proposed issuance by SIGCORP, Inc., an Indiana
corporation ("SIGCORP"), of up to 500,000 shares of SIGCORP's common stock
without par value (the "Shares") for purchase pursuant to options granted under
the Plan and with respect to which a Registration Statement on Form S-8 has been
prepared for filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), we have examined such
corporate records, other documents and questions of law as we considered
necessary for the purposes of this opinion.
We are of the opinion that when:
A. The applicable provisions of the Securities Act and of state securities
or blue sky laws shall have been complied with, and
B. SIGCORP's Board of Directors shall have duly authorized the issuance of
the Shares, and the Shares shall have been duly issued and paid for in
an amount not less than the "Fair Market Value", as defined in the
Plan, and as set forth in the corporate action taken to authorize the
issuance of the Shares,
the Shares will be legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an Exhibit to the Registration
Statement on Form S-8 referred to above, filed in connection with the Plan.
Very truly yours,
BAMBERGER, FOREMAN, OSWALD AND HAHN
/s/
Robert M. Becker
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