Registration No. 33__________
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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BLACK HILLS CORPORATION
(exact name of registrant as specified in its charter)
South Dakota 46-0111677
(State of Incorporation) (IRS Employer Identification No.)
625 Ninth Street, P.O. Box 1400
Rapid City, South Dakota 57709
(address of principal executive offices)
Registrant's telephone number, including
area code: (605) 348-1700
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1999 STOCK OPTION PLAN OF BLACK HILLS CORPORATION
(Full title of the plan)
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ROXANN R. BASHAM
Vice President - Finance
Black Hills Corporation
625 Ninth Street, Rapid City, South Dakota 57701
(Name and address of agent for service)
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It is respectfully requested that
the Commission send signed
copies of all notices, orders
and communications to:
JOHN K. NOONEY, Esq.
Morrill Thomas Nooney & Braun LLP
625 Ninth Street, Rapid City, South Dakota 57701
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CALCULATION OF REGISTRATION FEE
- ----------------------- --------------------- -------------------- --------------------- ------------------
Proposed Maximum Proposed Maximum
Title of Securities Offering Price Per Aggregate Offering Amount of
to be Registered Amount to be Share (1) Price Registration Fee
Registered (1)
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Common Stock
($1 par Value) 700,000 Shares $23.0625 $16,143,750 $4,488
==================== ==================== ==================== ==================== ===================
1. Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(c), based upon the average of the high and low prices reported
as of July 7, 1999.
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Black Hills Corporation (the Company) with
the Securities and Exchange Commission are incorporated herein by reference:
(a) The Company's latest annual report on Form-10K filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act of 1934 since the end of the fiscal year covered by the annual
report on Form 10-K referred to in (a) above; and
(c) The description of the Company's common stock as contained in the
Company's registration statement under Section 12 of the Exchange Act of 1934,
including any amendment or report updating such description.
All reports and other documents subsequently filed by the Company 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 those securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part thereof from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES
The Company's common stock is registered under Section 12 of the
Exchange Act.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The legality of the securities offered will be passed upon for the
Company by the law firm of Morrill Thomas Nooney & Braun LLP, 625 Ninth Street,
Rapid City, South Dakota 57701.
Members of the firm of Morrill Thomas Nooney & Braun LLP and members of
their immediate families own directly or indirectly 4,000 shares of common stock
of the Company.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICER
Sections 47-2-58.1 to 47-2-58.7 of the South Dakota Codified Laws
permit indemnification of officers and directors of domestic or foreign
corporations under certain circumstances and subject to certain limitations.
Article V of the Bylaws of the Company and separate indemnification contracts
entered into between the Company and each of its directors and officers
authorize indemnification of the Company's directors and officers consistent
with the provisions of South Dakota laws.
The Company has obtained insurance policies indemnifying the Company
and the Company's directors and officers against certain civil liabilities and
related expenses.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
No securities are to be reoffered or resold pursuant to this agreement.
Item 8. EXHIBITS
*4(a) Restated Articles of Incorporation dated May 24, 1994 (Exhibit 3(i)
to Form 8-K dated June 7, 1994, File No. 1-7978).
4(b) Bylaws dated April 20, 1999.
5 Opinion of Morrill Thomas Nooney & Braun LLP
23(a) Consent of Morrill Thomas Nooney & Braun LLP (contained in Exhibit 5)
23(b) Consent of Independent Public Accountants
24 Powers of Attorney
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 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;
provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 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
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 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 Securities Act 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 it meets all of the
requirements for filing on Form S-8 and has duly caused this to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Rapid City,
State of South Dakota, on the 13th day of July, 1999.
BLACK HILLS CORPORATION
By /S/ROXANN R. BASHAM
Roxann R. Basham, Vice President - Finance
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
/S/DANIEL P. LANDGUTH Principal Executive July 13, 1999
Daniel P. Landguth, Officer and Director
Chairman and President
/S/ROXANN R. BASHAM Principal Financial Officer July 13, 1999
Roxann R. Basham,
Vice President - Finance
/S/MARK T. THIES Principal Accounting Officer July 13, 1999
Mark T. Thies, Controller
ADIL M. AMEER* Directors
Adil M. Ameer
GLENN C. BARBER*
Glenn C. Barber
BRUCE B. BRUNDAGE*
Bruce B. Brundage
DAVID C. EBERTZ*
David C. Ebertz
JOHN R. HOWARD*
John R. Howard
EVERETT E. HOYT* July 13, 1999
Everett E. Hoyt
KAY S. JORGENSEN* *By: /S/DANIEL P. LANDGUTH
Kay S. Jorgensen Daniel P. Landguth
Attorney at Fact
THOMAS J. ZELLER*
Thomas J. Zeller