Registration No. 33-
============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
the Securities Act of 1933
--------------------------
CONNECTICUT NATURAL GAS CORPORATION
(Exact name of registrant as specified in its charter)
Connecticut 06-0383860
(State of Incorporation) (I.R.S. Employer Identification
Number)
100 Columbus Boulevard
Hartford, Connecticut 06103
(Address of principal Executive Offices)
CONNECTICUT NATURAL GAS CORPORATION
EMPLOYEE SAVINGS PLAN
(Full title of the plan)
Reginald L. Babcock
Vice President - Corporate Services and General Counsel & Secretary
100 Columbus Boulevard
Hartford, Connecticut 06103
(203) 727-3459
(Name, address and telephone number of agent for service)
----------------------------------------------
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to be offering aggregate registration
to be registered(2) price offering fee(3)
registered(1) per unit(3) price(3)
----------------------------------------------------------------------------
Common Stock
(par value $3.125 200,000 shares $25.8125 $5,162,500 $1,781
per share)
----------------------------------------------------------------------------
(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 plan described
herein.
(2) The number of shares of Common Stock, $3.125 par value, of Connecticut
Natural Gas Corporation being registered represents shares which the Trustee
may purchase or otherwise acquire for the account of the employees
participating in the Connecticut Natural Gas Corporation Employee Savings
Plan.
(3) In accordance with Rule 457 calculated on the basis of the average of
the high and low prices for the $3.125 par value Common Stock on the New
York Stock Exchange on July 18, 1994.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, filed by the Company with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 (File No.
1-7727) are incorporated in this registration statement by reference and
shall be deemed to be a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1993, filed with the Commission on December 28,
1993, and all amendments thereto.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year
referred to in (a) above.
(c) The description of Common Stock contained in the Company's
Registration Statement on Form S-2, filed August 31, 1989
(Registration No. 33-30771).
All documents filed by the Company and the Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, filed
after the date of this registration statement and 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 of such documents.
ITEM 4. NOT APPLICABLE.
ITEM 5. NOT APPLICABLE.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The information required by Item 702 of Regulation S-K was previously
filed as Item 15 to the Company's Registration Statement on Form S-3 on
September 11, 1992 (Commission File No. 033-49005) and is incorporated
herein by reference.
ITEM 7. NOT APPLICABLE.
-2-
ITEM 8. EXHIBITS.
The exhibits constituting part of this registration statement are as
follows:
4 (i) Connecticut Natural Gas Corporation Employee Savings Plan
(the "Plan").
(ii) Connecticut Natural Gas Corporation Employee Savings Plan
Trust Agreement, including amendments thereto.
5 (i) Opinion of Murtha, Cullina, Richter and Pinney re: legality
(ii) The Company will submit or has submitted the Plan and any
amendment thereto to the Internal Revenue Service ("IRS") in
a timely manner and has made and will make all changes
required by the IRS in order to qualify the Plan.
23 (i) Consent of Arthur Andersen & Co.
(ii) Consent of Murtha, Cullina, Richter and Pinney is included in
its opinion re: legality.
24 Power of Attorney authorizing execution of Registration
Statement
ITEM 9. UNDERTAKINGS.
(a) Rule 415 Offering.
-----------------
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, represents 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;
-3-
ITEM 9. UNDERTAKINGS (Continued).
(a)(1)
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 is contained in periodic reports filed
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 post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) Filings incorporating subsequent Exchange Act documents by
----------------------------------------------------------
reference.
---------
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 each filing of the 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.
(h) SEC position concerning indemnification.
---------------------------------------
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
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 Hartford, State of Connecticut, on
this 19th day of July, 1994.
Connecticut Natural Gas Corporation
------------------------------------
(Registrant)
S/ Victor H. Frauenhofer
---------------------------------
Victor H. Frauenhofer
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities on this 19th day of July, 1994.
Signature Title
--------- ------
S/ Victor H. Frauenhofer
-------------------------- Chairman, President & Chief Executive
(Victor H. Frauenhofer) Officer and Director
S/ James P. Bolduc
-------------------------- Senior Vice President - Financial
(James P. Bolduc) Services and Chief Financial Officer
S/ R. L. Babcock
--------------------------
(R. L. Babcock)*
*Attorney-in-Fact for:
Bessye W. Bennett, Director
James F. English, Director
Herman J. Fonteyne, Director
Harvey S. Levenson, Director
Denis F. Mullane, Director
Richard J. Shima, Director
Laurence A. Tanner, Director
DeRoy C. Thomas, Director
Angelo Tomasso, Jr., Director
-5-
The 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 Hartford, State of
Connecticut, on this 19th day of July, 1994.
CONNECTICUT NATURAL GAS CORPORATION
EMPLOYEE SAVINGS PLAN:
CONNECTICUT NATURAL GAS CORPORATION
PLAN ADMINISTRATOR
S/ Frank H. Livingston
----------------------------------
Frank H. Livingston
Vice President - Office of the Chairman
-6-