As filed with the Securities and Exchange Commission
on January 3, 1997
Registration No. 33-
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
__________________
VALLEY RESOURCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
___________________
Rhode Island 05-0384723
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation)
____________________
1595 Mendon Road, Cumberland, Rhode Island 02864
(Address of Principal Executive Offices) (ZIP)
_____________________
Valley Resources, Inc. 401(k) Employee Stock Ownership Plan
(Full Title of the Plan)
_____________________
Alfred P. Degen Christine M. Marx, Esq.
Valley Resources, Inc. Edwards & Angell
1595 Mendon Road 105 John F. Kennedy Parkway
P. O. Box 7900 Short Hills, NJ 07078-2701
Cumberland, RI 02864 (201)376-7700
(401)334-1188
(Name, Address, and Telephone Number,
Including Area Code, of Agents for Service)
______________________
CALCULATION OF REGISTRATION FEE
__________________________________________________________________________________________
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share (1) Offering Price (1) Fee
__________________________________________________________________________________________
Participation in Valley
Resources, Inc. 401(k)
Employees Stock Ownership
Plan *
Common Stock, $1.00 27,400 11.25 $308,250 $100
Par Value
(1) The amount to be registered and the amount of the registration fee are
computed in accordance with Rule 457(h) based upon the average of the high
and low prices of the Company's Common Stock on December 31, 1996.
* Pursuant to Rule 416 (c), this Registration Statement also covers an
indeterminate amount of interests to be offered and sold pursuant to the Plan.
DOCUMENTS INCORPORATED BY REFERENCE
Valley Resources, Inc. Annual Report on Form 10-K for the year ended August
31, 1996, filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 is incorporated herein by reference. All other
reports filed by the Company pursuant to Sections 13(a) or 15 (d) of the
Exchange Act since the end of such fiscal year are also incorporated in this
Registration Statement by reference. In addition, all documents filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to filing a
post-effective amendment to the 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 herein by reference and to
be a part hereof from the date of filing of such documents.
Any statement contained in any document incorporated, or deemed to be
incorporated, by reference herein 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 subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement. Except as so modified or superseded, such statement shall not be
deemed to constitute a part of this Registration statement.
AVAILABLE INFORMATION
Valley Resources, Inc. (the "Registrant") is subject to the informational
requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Registrant can be inspected and
copied at the public reference facilities of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549, as well as at
the following Regional Offices: 7 World Trade Center, New York, N.Y. 10048; and
Citicorp Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Ill.
60661. Copies can be obtained by mail at prescribed rates. Requests should be
directed to the Commission's Public Reference Section, Judiciary Plaza, 450
Fifth Street, N.W. Washington, D.C. 20549. Such material also can be inspected
at the offices of the American Stock Exchange, 86 Trinity Place, New York, New
York. In addition, certain of such materials are also available electronically
by means of the Commission's home page on the Internet at http://www.sec.gov.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Valley Resources, Inc. Annual Report on Form 10-K for the year ended August
31, 1996, filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 is incorporated herein by reference. All other
reports filed by the Company pursuant to Sections 13(a) or 15 (d) of the
Exchange Act since the end of such fiscal year are also incorporated in this
Registration Statement by reference. In addition, all documents filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to filing a
post-effective amendment to the 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 herein by reference and to
be a part hereof from the date of filing of such documents.
Any statement contained in any document incorporated, or deemed to be
incorporated, by reference herein 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 subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement. Except as so modified or superseded, such statement shall not be
deemed to constitute a part of this Registration statement.
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 7-1.1-4.1 of the Rhode Island Business Corporation Act permits any
director, officer or other employee of the Registrant or his legal
representative to be indemnified by the Registrant against reasonable costs,
expenses, and counsel fees paid or incurred in connection with any proceeding to
which such director, officer or other employee or his legal representative may
be a party by reason of his being a director, officer or employee, provided that
such director, officer or other employee shall have acted in good faith, in what
he reasonably believed to be in the bests interests of the Registrant and, where
criminal liability is charged, had no reasonable cause to believe that his
conduct was unlawful.
The Articles of Incorporation, as amended, of the Registrant also contain a
provision eliminating the liability of a director to the Registrant or its
stockholders for breach of fiduciary duty as a director, other than liability
for (a) breach of the director's duty of loyalty to the corporation or its
stockholders, (b) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) unlawful payment of a
dividend or unlawful stock purchase or redemption, or (d) any transaction from
which the director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(4) Summary Plan Description of the Valley Resources, Inc. 401(k)
Employee Stock Ownership Plan dated January 1, 1997.
(5) Opinion of Counsel *
(23) (i) Consent of Grant Thornton LLP
(ii) Consent of Edwards & Angell (included in Exhibit 5)
(24) Power of Attorney of certain officers and directors.
* The Registrant hereby undertakes that it has submitted or will
submit the plan and any amendment thereto to the Internal Revenue
Service ("IRS") in a timely manner and has made or will make all
changes required by the IRS in order to qualify the plan.
Item 9. Undertakings.
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, unless the information required to
be included in such post-effective amendment is contained in a
periodic report filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 and
incorporated herein by reference;
(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,
unless the information required to be included in such
post-effective amendment is contained in a periodic report filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and incorporated herein by
reference;
(iii)To include any material information with respect of the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information 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.
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 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors and 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.
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 Town of Cumberland, and State of Rhode Island, on January 2,
1997.
VALLEY RESOURCES, INC.
By:S/A. P. Degen
---------------------------------------
Alfred P. Degen
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 indicated on January 2, 1997.
Date: January 2, 1997 S/A.P. Degen
---------------------------------------
Alfred P. Degen, President and
Chief Executive Officer
Date: January 2, 1997 S/K. W. Hogan
---------------------------------------
Kenneth W. Hogan, Senior Vice President,
Chief Financial Officer & Secretary
Date: January 2, 1997 S/*
---------------------------------------
Ernest N. Agresti, Director
Date: January 2, 1997 S/*
---------------------------------------
Melvin G. Alperin, Director
Date: January 2, 1997 S/*
---------------------------------------
C. Hamilton Davison, Director
Date: January 2, 1997 S/*
---------------------------------------
Don A. DeAngelis, Director
Date: January 2, 1997 S/*
---------------------------------------
James M. Dillon, Director
Date: January 2, 1997 S/*
---------------------------------------
Jonathan K. Farnum, Director
Date: January 2, 1997 S/*
---------------------------------------
John F. Guthrie, Jr., Director
Date: January 2, 1997 S/*
---------------------------------------
Eleanor M. McMahon, Director
*By: S/A. P. Degen
---------------------------------------
Alfred P. Degen, Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the trustee
has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on the 3rd day of January 1997.
VALLEY RESOURCES, INC. 401(K)
EMPLOYEE STOCK OWNERSHIP PLAN
By:S/William Zaleski
--------------------------------------------
NYL Trust Company, Trustee
William Zaleski