As filed with the Securities and Exchange Commission on February 25, 2013
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
XCEL ENERGY INC.(Exact name of registrant as specified in its charter)
| Minnesota | | 41-0448030 |
| (State or other jurisdiction of | | (I.R.S. Employer Identification No.) |
| incorporation or organization) | | |
| | | |
| 414 Nicollet Mall | | |
| Minneapolis, Minnesota | | 55401 |
| (Address of registrant’s principal executive offices) | | (Zip code) |
Xcel Energy 401(k) Savings Plan
New Century Energies, Inc. Employees’ Savings and Stock Ownership Plan for
Bargaining Unit Employees and Former Non-Bargaining Unit Employees
New Century Energies, Inc. Employee Investment Plan for
Bargaining Unit Employees and Former Non-Bargaining Unit Employees
(Full title of the plan)
BENJAMIN G.S. FOWKE III Chairman, President and Chief Executive Officer Xcel Energy Inc. 414 Nicollet Mall Minneapolis, Minnesota 55401 (612) 330-5500 | | TERESA S. MADDEN Senior Vice President and Chief Financial Officer Xcel Energy Inc. 414 Nicollet Mall Minneapolis, Minnesota 55401 (612) 330-5500 |
(Names and address, including zip code, and telephone number,
including area code, of agents for service)
Copy to:
SCOTT M. WILENSKY
Senior Vice President and General Counsel
Xcel Energy Inc.
414 Nicollet Mall
Minneapolis, Minnesota 55401
(612) 330-5500
(Name and address of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
| | | (Do not check if a smaller reporting company) | |
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to Be Registered (1) | | Amount to Be Registered (2) | | Proposed Maximum Offering Price Per Share (3) | | | Proposed Maximum Aggregate Offering Price (3) | | | Amount of Registration Fee (2) | |
| Common stock, par value $2.50 per share | | 6,335,000 shares | | $ | 28.00 | | | $ | 177,380,000 | | | $ | 24,195 | |
| (1) | In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. |
| (2) | Pursuant to Rule 416 of the Securities Act of 1933, this registration statement also covers such additional shares of common stock that may become issuable pursuant to the anti-dilution provisions of the employee benefit plans described herein. This registration statement on Form S-8 is being filed for the purpose of registering an additional (i) 4,419,000 shares of the Registrant’s Common Stock to be issued pursuant to the Xcel Energy 401(k) Savings Plan; (ii) 1,300,000 shares of the Registrant’s Common Stock to be issued pursuant to the New Century Energies, Inc. Employees’ Savings and Stock Ownership Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees; and (iii) 616,000 shares of the Registrant’s Common Stock to be issued pursuant to the New Century Energies, Inc. Employee Investment Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) based on the average of the high and low sales prices per share of the Registrant’s Common Stock as reported on the New York Stock Exchange on February 15, 2013. |
| | This Registration Statement shall become effective upon filing in accordance with Rule 462(a) under the Securities Act. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference |
The following documents filed by Xcel Energy Inc. (“Xcel Energy”) with the Securities and Exchange Commission are incorporated herein by reference:
| | (1) | Xcel Energy’s Annual Report on Form 10-K for the year ended December 31, 2012; |
| | (2) | The Plans’ Annual Reports on Form 11-K for the year ended December 31, 2011; and |
| | (3) | The description of Xcel Energy’s common stock contained in Xcel Energy’s Current Report on Form 8-K filed on March 13, 2002, our Form 8-K filed with the SEC on August 14, 2008, which describes certain amendments to our Restated Bylaws (“Bylaws”), our Form 8-K filed with the SEC on December 12, 2008 describing the termination of the Stockholder Protection Rights Agreement dated as of December 13, 2000, between us and The Bank of New York Mellon, as successor rights agent, and our Form 8-K filed with the SEC on May 18, 2012, which described amendments to the voting rights of our common stock holders to eliminate cumulative voting. |
All documents subsequently filed by Xcel Energy and the Plans 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 the securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the respective dates of filing of such documents.
| Item 4. | Description of Securities |
Not applicable
| Item 5. | Interests of Named Experts and Counsel |
Not applicable
| Item 6. | Indemnification of Directors and Officers |
Section 302A.521 of the Minnesota Business Corporation Act permits indemnification of officers and directors of domestic or foreign corporations under certain circumstances and subject to certain limitations. Pursuant to authorization contained in Xcel Energy’s Restated Articles of Incorporation, Article 4 of Xcel Energy’s Bylaws contains provisions for indemnification of Xcel Energy’s directors and officers consistent with the provisions of Section 302A.521 of the Minnesota Business Corporation Act. Xcel Energy has entered into indemnity agreements with our directors.
Item 7. | Exemption from Registration Claimed |
Not applicable
INFORMATION REQUIRED BY GENERAL INSTRUCTION E OF FORM S-8
REGISTRATION STATEMENT
| Exhibit Number | | Description |
| | | |
| 4.01* | | Xcel Energy 401(k) Savings Plan (as amended and restated effective as of Jan. 1, 2002) (Exhibit 4.01 to Form S-8 of Xcel Energy file number 333-172407, dated February 23, 2011) |
| | | |
| 4.02* | | New Century Energies, Inc. Employees Investment Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees (as amended and restated effective Jan. 1, 2002, with certain retroactive amendments) (Exhibit 4.02 to Form S-8 of Xcel Energy file number 333-172407, dated February 23, 2011) |
| | | |
| 4.03* | | New Century Energies, Inc. Savings and Stock Options Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees (as amended and restated effective Jan. 1, 2002, with certain retroactive amendments) (Exhibit 4.03 to Form S-8 of Xcel Energy file number 333-172407, dated February 23, 2011) |
| | | |
| 5.01 | | Opinion of Counsel regarding legality of shares |
| | | |
| 23.01 | | Consent of Deloitte & Touche LLP |
| | | |
| 23.02 | | Consent of Counsel (included in Exhibit 5.01) |
| | | |
| 24.01* | | Powers of Attorney (Exhibit 24.01 to Form 10-K of Xcel Energy file number 001-03034, for the year ended December 31, 2012) |
| * | Incorporated by reference |
The Registrant undertakes that it will submit or has submitted the Plans and any amendments thereto to the Internal Revenue Service (the “IRS”) in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plans under Section 401 of the Internal Revenue Code.
(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 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| | (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 (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 reports filed with or furnished to the 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 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) | 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 (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 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 Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for the 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 the 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 the indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
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 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 Minneapolis, State of Minnesota, on the 25th day of February, 2013.
| | Xcel Energy Inc. | |
| | | |
| | By: | /s/ Teresa S. Madden | |
| | | Teresa S. Madden | |
| | | Senior Vice President and Chief Financial Officer | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the date listed above:
| Signature | | Title |
| | | |
| * | | Chairman, President, Chief Executive Officer, and Director |
| Benjamin G.S. Fowke III | | (Principal Executive Officer) |
| | | |
/s/ Teresa S. Madden | | Senior Vice President and Chief Financial Officer |
| Teresa S. Madden | | (Principal Financial Officer) |
| | | |
/s/ Jeffrey S. Savage | | Vice President and Controller |
| Jeffrey S. Savage | | (Principal Accounting Officer) |
| | | |
| * | | Director |
| Gail Koziara Boudreaux | | |
| | | |
| * | | Director |
| Fredric W. Corrigan | | |
| | | |
| * | | Director |
| Richard K. Davis | | |
| | | |
| * | | Director |
| Albert F. Moreno | | |
| | | |
| * | | Director |
| Richard T. O’Brien | | |
| | | |
| * | | Director |
| Christopher J. Policinski | | |
Signature | | Title |
| | | |
| * | | Director |
| A. Patricia Sampson | | |
| | | |
| * | | Director |
| James J. Sheppard | | |
| | | |
| * | | Director |
| David A Westerlund | | |
| | | |
| * | | Director |
| Kim Williams | | |
| | | |
| * | | Director |
| Timothy V. Wolf | | |
| * | By: | /s/ Teresa S. Madden | |
| | | Teresa S. Madden | |
| | | Attorney-in Fact | |
The 401(k) Plan
The undersigned is a member of the Committee having the responsibility for the administration of the 401(k) Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the 401(k) Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota on February 25, 2013.
| | XCEL ENERGY 401(K) SAVINGS PLAN |
| | |
| | By: | /s/ Teresa S. Madden | |
| | Name: Teresa S. Madden |
| | Title: Pension Trust Administration Committee |
The Employees’ Savings and Stock Ownership Plan
The undersigned is a member of the Committee having the responsibility for the administration of the Employees’ Savings and Stock Ownership Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the Employees’ Savings and Stock Ownership Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota on February 25, 2013.
| | NEW CENTURY ENERGIES, INC. EMPLOYEES’ SAVINGS AND STOCK OWNERSHIP PLAN FOR BARGAINING UNIT EMPLOYEES AND FORMER NON-BARGAINING UNIT EMPLOYEES |
| | |
| | By: | /s/ Teresa S. Madden | |
| | Name: Teresa S. Madden |
| | Title: Pension Trust Administration Committee |
The Employee Investment Plan
The undersigned is a member of the Committee having the responsibility for the administration of the Employee Investment Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the Employee Investment Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota on February 25, 2013.
| | NEW CENTURY ENERGIES, INC. |
| | EMPLOYEE INVESTMENT PLAN FOR |
| | BARGAINING UNIT EMPLOYEES AND |
| | FORMER NON-BARGAINING UNIT EMPLOYEES |
| | |
| | By: | /s/ Teresa S. Madden | |
| | Name: Teresa S. Madden |
| | Title: Pension Trust Administration Committee |
EXHIBIT INDEX
| Exhibit Number | | Description |
| | | |
| 4.01* | | Xcel Energy 401(k) Savings Plan (as amended and restated effective as of Jan. 1, 2002) (Exhibit 4.01 to Form S-8 of Xcel Energy file number 333-172407, dated February 23, 2011) |
| | | |
| 4.02* | | New Century Energies, Inc. Employees Investment Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees (as amended and restated effective Jan. 1, 2002, with certain retroactive amendments) (Exhibit 4.02 to Form S-8 of Xcel Energy file number 333-172407, dated February 23, 2011) |
| | | |
| 4.03* | | New Century Energies, Inc. Savings and Stock Options Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees (as amended and restated effective Jan. 1, 2002, with certain retroactive amendments) (Exhibit 4.03 to Form S-8 of Xcel Energy file number 333-172407, dated February 23, 2011) |
| | | |
| | Opinion of Counsel regarding legality of shares |
| | | |
| | Consent of Deloitte & Touche LLP |
| | | |
| 23.02 | | Consent of Counsel (included in Exhibit 5.01) |
| | | |
| 24.01* | | Powers of Attorney (Exhibit 24.01 to Form 10-K of Xcel Energy file number 001-03034, for the year ended December 31, 2012) |
| * | Incorporated by reference |
