Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VECTREN CORPORATION
(Exact name of Registrant as specified in its charter)
Indiana 35-2086905
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 N.W. Fourth Street
Evansville, Indiana 47708
(Address of Principal Executive Offices) (Zip Code)
VECTREN CORPORATION RETIREMENT SAVINGS PLAN
(Full title of plan)
Ronald E. Christian
Executive Vice President, Chief Administrative Officer, General Counsel
and Corporate Secretary
Vectren Corporation
20 N.W. Fourth Street, P.O. Box 209
Evansville, Indiana 47702-0209
(Name and address of agent for service)
Telephone number, including area code, of agent for service: 812-491-4000
CALCULATION OF REGISTRATION FEE
=====================================================================================================
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate offering registration fee
per unit (1) price (1)
-----------------------------------------------------------------------------------------------------
Common Stock, without 800,000 (2)(3) $ 24.91 $19,928,000.00 $2,524.88
par value per share
Common Share 800,000 (3) (3) (3)
Purchase Rights
=====================================================================================================
(1) Estimated in accordance with Rule 457 solely for the purpose of calculating
the registration fee and based on the average of the high and low sales
prices per share of Common Stock of Vectren Corporation as reported on the
New York Stock Exchange on August 13, 2004.
(2) Any additional shares of Common Stock, and the related Common Share
Purchase Rights, to be issued as a result of stock dividends, stock splits,
or similar transactions shall be covered by this Registration Statement as
provided in Rule 416(a). In addition, pursuant to Rule 416(c), this
registration statement shall be deemed to register an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit plan
described herein.
(3) Any value attributable to the Common Share Purchase Rights is reflected in
the value of the Common Stock.
STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 (the "Registration Statement") in
being filed pursuant to General Instruction E to Form S-8 under the Securities
Act of 1933 to register additional shares of the Registrant's Common Stock under
the Vectren Corporation Retirement Savings Plan (the "Plan"). This Registration
Statement incorporates by reference the contents of the Registrant's
Registration Statement on Form S-8 (File No. 333-33684), which was filed on
March 31, 2000, and amended by a post-effective amendment filed on June 20,
2000.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
The document(s) containing information specified by Part I of this
Registration Statement will be sent or given to participants in the Plan, as
specified in Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"1933 Act"). Such document(s) are not being filed with the Commission but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof), a prospectus that
meets the requirements of Section 10(a) of the 1933 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Vectren Corporation (the "Company") and the Plan pursuant
to the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:
(a) (i) The Company's Annual Report on Form 10-K for the year ended
December 31, 2003.
(ii) The Plan's Annual Report on Form 11-K for the year ended December
31, 2003.
(b) (i) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004.
(ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2004.
(iii) The Current Report on Form 8-K filed jointly by the Company and
its wholly owned subsidiary, Vectren Utility Holdings, Inc., on May
10, 2004.
(c) (i) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission on
November 16, 1999.
(ii) The description of the Company's Common Share Purchase Rights
contained in the Registration Statement on Form 8-A filed with the
Commission on November 16, 1999.
All reports and other documents subsequently filed by the Company or the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby 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 be a part hereof from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
The Company's Articles and By-laws provide that the Company will indemnify
any individual who is or was a director or officer of the Company, or is or was
serving at the request of the Company as a director, officer, partner or trustee
of another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise whether or not for profit, against
liability and expenses, including attorneys fees, incurred by him in any action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
and whether formal or informal, in which he is made or threatened to be made a
party by reason of being or having been in any such capacity, or arising out of
his status as such, except (i) in the case of any action, suit, or proceeding
terminated by judgment, order, or conviction, in relation to matters as to which
he is adjudged to have breached or failed to perform the duties of his office
and the breach or failure to perform constituted willful misconduct or
recklessness; and (ii) in any other situation, in relation to matters as to
which it is found by a majority of a committee composed of all directors not
involved in the matter in controversy (whether or not a quorum) that the person
breached or failed to perform the duties of his office and the breach or failure
to perform constituted willful misconduct or recklessness. The Company may pay
for or reimburse reasonable expenses incurred by a director or officer in
defending any action, suit, or proceeding in advance of the final disposition
thereof upon receipt of (i) a written affirmation of the director's or officer's
good faith belief that such director or officer has met the standard of conduct
prescribed by Indiana law; and (ii) an undertaking of the director or officer to
repay the amount paid by the Company if it is ultimately determined that the
director or officer is not entitled to indemnification by the Company.
The Company's Articles and By-laws provide that the indemnification rights
described above are in addition any other indemnification rights a person may
have by law or by contract. The Company expects that employment agreements with
its executive officers will require the Company to indemnify the executive
officers in accordance with its indemnification policies for its senior
executives, subject to applicable law.
Section 23-1-37 et seq. of the IBCL provides for "mandatory
indemnification," unless limited by the articles, by a corporation against
reasonable expenses incurred by a director who is wholly successful, on the
merits or otherwise, in the defense of any proceeding to which the director was
a party by reason of the director being or having been a director of the
corporation. Section 23-1-37-10 of the IBCL states that a corporation may, in
advance of the final disposition of a proceeding, reimburse reasonable expenses
incurred by a director who is a party to a proceeding if the director furnishes
the corporation with a written affirmation of the director's good faith belief
that the director acted in good faith and reasonably believed the actions were
in the best interest of the corporation if the proceeding is a civil proceeding.
If the proceeding is criminal, the director must furnish a written affirmation
that the director had reasonable cause to believe he was acting lawfully or the
director or officer had no reason to believe the action was unlawful. The
director will repay the advance if it is ultimately determined that such
director did not meet the standard of conduct required by the IBCL and that
those making the decision to reimburse the director determine that the facts
then known would not preclude indemnification under the IBCL.
The IBCL permits a corporation to grant indemnification rights in addition
to those provided by statute, limited only by the fiduciary duties of the
directors approving the indemnification and public policies of the State of
Indiana.
The Company maintains directors' and officers' liability insurance with an
annual aggregate limit of $35,000,000 for the current policy period, subject to
a $500,000 deductible at the corporate level, for each wrongful act where
corporate reimbursement is available to any director or officer. The Company
also maintains excess coverage with an aggregate annual limit of $50,000,000.
When corporate reimbursement is not available as prescribed by applicable common
law, statutory law or the Company's governing documents, the insurer will
reimburse the directors and officers with no deductible with respect to losses
sustained by them for specified wrongful acts while acting in their capacities,
individually or collectively, as such directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
3
Item 8. Exhibits.
Exhibit
Number Description
------- -----------
4.1 Amended and Restated Articles of the Company.
4.2 Code of By-Laws of the Company as amended and restated through
October 29, 2003.
4.3 Rights Agreement, dated as of October 21, 1999, between the
Company and EquiServe Trust Company, N.A., as Rights Agent.
5 Opinion of Barnes & Thornburg LLP*
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of McGladrey & Pullen LLP
23.3 Consent of Barnes & Thornburg LLP (included in Exhibit 5)
24 Power of Attorney
* The Company undertakes that the Company has submitted or will
submit the Plan and all amendments thereto to the Internal
Revenue Service ("IRS") in a timely manner and has made all
changes required by the IRS to qualify the Plan.
Item 9. Undertakings.
(a) 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 this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with the Securities and Exchange Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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) 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) 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.
4
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 Evansville, State of Indiana, on August 20, 2004.
VECTREN CORPORATION
By: /s/ Ronald E. Christian
----------------------------------------------
Ronald E. Christian, Executive Vice President,
Chief Administrative Officer, General Counsel
and Corporate Secretary
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 dates indicated.
Signature Title Date
--------- ----- ----
(1) Principal Executive Officer
/s/ Niel C. Ellerbrook August 20, 2004
-------------------------------- Chairman, President and
Niel C. Ellerbrook Chief Executive Officer
(2) Principal Financial Officer
/s/ Jerome A. Benkert, Jr. August 20, 2004
-------------------------------- Executive Vice President
Jerome A. Benkert, Jr. and Chief Financial
Officer
(3) Principal Accounting Officer
/s/ M. Susan Hardwick August 20, 2004
-------------------------------- Vice President and
M. Susan Hardwick Controller
5
(4) A Majority of the Board of Directors
Director July 28, 2004
-----------------------------------------
John M. Dunn
/s/ Niel C. Ellerbrook Director July 28, 2004
-----------------------------------------
Niel C. Ellerbrook
/s/ John D. Engelbrecht Director July 28, 2004
-----------------------------------------
John D. Engelbrecht
/s/ Anton H. George Director July 28, 2004
-----------------------------------------
Anton H. George
Director July 28, 2004
-----------------------------------------
Robert L. Koch II
/s/ William G. Mays Director July 28, 2004
-----------------------------------------
William G. Mays
Director July 28, 2004
-----------------------------------------
J. Timothy McGinley
/s/ Richard P. Rechter Director July 28, 2004
-----------------------------------------
Richard P. Rechter
/s/ Ronald G. Reherman Director July 28, 2004
-----------------------------------------
Ronald G. Reherman
/s/ R. Daniel Sadlier Director July 28, 2004
-----------------------------------------
R. Daniel Sadlier
/s/ Richard W. Shymanski Director July 28, 2004
-----------------------------------------
Richard W. Shymanski
/s/ Jean L. Wojtowicz Director July 28, 2004
-----------------------------------------
Jean L. Wojtowicz
6
Vectren Corporation Retirement Savings Plan. Pursuant to the requirements
of the Securities Act of 1933, the Plan 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 August 20, 2004.
Vectren Corporation
Retirement Savings Plan
By: Vectren Corporation, the Plan Administrator
By: /s/ Niel C. Ellerbrook
-------------------------------------------
Niel C. Ellerbrook, Chairman, President and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description Location
------- ----------- --------
4.1 Amended and Restated Articles of Incorporated by reference to
the Company. Exhibit 4.1 to the Company's
Current Report on Form 8-K filed
on April 14, 2000.
4.2 Code of By-Laws of the Company Incorporated by reference to
as amended and restated through Exhibit 3.1 to the Company's
October 29, 2003. Quarterly Report on Form 10-Q for
the quarter ended September 30,
2003, and filed on November 13,
2003.
4.3 Rights Agreement, dated as of Incorporated by reference to
October 21, 1999, between the Exhibit 4 to the Company's
Company and EquiServe Trust Registration Statement on Form S-4
Company, N.A., as Rights Agent. (Registration No. 333-90763) filed
on November 12, 1999.
5 Opinion of Barnes & Thornburg LLP Attached
23.1 Consent of Deloitte & Touche LLP Attached
23.2 Consent of McGladrey & Pullen LLP Attached
23.3 Consent of Barnes & Thornburg LLP (Included in Exhibit 5)
24 Power of Attorney Attached
8