As filed with the Securities and Exchange Commission on September 15, 1995
File No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Dominion Resources, Inc.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1229715
(State of Incorporation) (I.R.S. Employer Identification No.)
901 E. BYRD STREET, RICHMOND, VIRGINIA 23219
(804) 775-5700
(Address of principal executive office, including zip code)
DOMINION SUBSIDIARY SAVINGS PLAN
(Full Title of the Plan)
L. R. Robertson, Senior Vice President
W. H. Riggs, Jr., Assistant Corporate Secretary
DOMINION RESOURCES, INC.
901 E. Byrd Street, Richmond, Virginia 23219
(804) 775-5700
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copy to:
J. G. Ritter, II
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219
CALCULATION OF REGISTRATION FEE*
Title of Amount to be Proposed maximum Proposed maximum Amount of
Securities to be registered offering price aggregate offering registra-
registered per share price tion fee
Common Stock
(without par
value) 100,000 shares $35.875 $3,587,500 $1,237.07
__________
*Estimated solely for the purpose of determining the registration fee and cal-
culated in accordance with Rule 457 and based on the average of the high and
low prices reported on the New York Stock Exchange composite tape by The Wall
Street Journal for September 13, 1995.
In addition, pursuant to rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interest to be
offered or sold pursuant to the employee benefit plans described herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Not required to be filed.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Dominion Resources, Inc. (Dominion
Resources) with the Securities and Exchange Commission (the Commission) are
incorporated herein by reference and made a part hereof: (i) the Dominion
Resources' Annual Report on Form 10-K for the fiscal year ended December 31,
1994; (ii) the Dominion Resources' Quarterly Report on Form 10-Q for the
quarters ended March 31, 1995 and June 30, 1995; and (iii) the
description of the Dominion Resources' Common Stock (the Common Stock) in the
Dominion Resources' registration statement filed under the Exchange Act with
respect to the Common Stock, including all amendments and reports filed for the
purpose of updatingsuch description.
In addition, all documents filed by Dominion Resources pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the Exchange Act), after the date of the Prospectus and prior to the filing
of a post-effective amendment that indicates that all securities offered have
been sold or that deregisters all securities then remaining unsold, shall be
deemed to be modified or superseded for purposes of the Prospectus to the extent
that a statement contained herein or in any other subsequently filed document
that is incorporated by reference herein modifies or supersedes such earlier
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of the Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
1
Item 6. Indemnification of Directors and Officers.
Article VI of Dominion Resources' Articles of Incorporation mandates
indemnification of its directors and officers to the full extent permitted by
the Virginia Stock Corporation Act (the Virginia Act) and any other
applicable law. The Virginia Act permits a corporation to indemnify its
directors and officers against liability incurred in all proceedings,
including derivative proceedings, arising out of their service to the
corporation or to other corporations or enterprises that the officer or
director was serving at the request of the corporation, except in the case
of willful misconduct or a knowing violation of a criminal law. Dominion
Resources is required to indemnify its directors and officers in all such
proceedings if they have not violated this standard.
In addition, Article VI of Dominion Resources' Articles of Incorporation
limits the liability of its directors and officers to the full extent
permitted by the Virginia Act as now and hereafter in effect. The Virginia
Act places a limit on the liability of a director or officer in derivative
or shareholder proceedings equal to the lesser of (i) the amount specified
in the corporation's articles of incorporation or a shareholder-approved
bylaw; or (ii) the greater of (a) $100,000 or (b) twelve months of
cash compensation received by the director or officer. The limit does not
apply in the event the director or officer has engaged in willful misconduct
or a knowing violation of a criminal law or a federal or state securities
law. The effect of Dominion Resources' Articles of Incorporation, together
with the Virginia Act, is to eliminate liability of directors and officers
for monetary damages in derivative or shareholder proceedings so
long as the required standard of conduct is met.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits:
4(i) -- Articles of Incorporation of Dominion Resources as in effect
on May 4, 1987 (Exhibit 3(i), Form 10-K for the fiscal year
ended December 31, 1993, File No. 1-8489, incorporated by
reference).
4(ii) -- Bylaws of Dominion Resources as in effect on September 21,
1994 (Exhibit 3(ii), Form 10-K for the fiscal year ended
December 31, 1994, File No. 1-8489, incorporated by reference).
4(iii) -- Dominion Subsidiary Savings Plan (filed herewith).
4(iv) -- Dominion Subsidiary Savings Plan Trust Agreement (filed
herewith).
5 -- Opinion of Hunton & Williams (filed herewith).
23 -- Consent of Deloitte & Touche LLP (filed herewith).
24 -- Powers of Attorney (included herein).
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;
2
(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)(1)(i) and (a)(1)(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 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.
(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 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 13(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.
To submit the Plan to the Internal Revenue Service in a timely manner for a
determination regarding the Plan's qualification under Section 401(a) of the
Internal Revenue Code and to adopt any amendments required by the Internal
Revenue Service as a condition to the issuance of such determination.
POWERS OF ATTORNEY
Each person whose signature appears below hereby authorizes either agent for
service named in the registration statement as attorney-in-fact, to sign on
his behalf individually and in each capacity stated below and file all amend-
ments and post effective amendments to the registration statement, and
Dominion Resources hereby confers like authority to sign and file on its
behalf.
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 Richmond, Commonwealth of Virginia, on the 15th
day of September, 1995.
DOMINION RESOURCES, INC.
By /s/THOS. E. CAPPS
(Thos. E. Capps, Chairman of the Board
of Directors and Chief Executive Officer)
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 15th day of September, 1995.
Signature Title
/s/JOHN B. ADAMS, JR.
John B. Adams, Jr. Director
/s/TYNDALL L. BAUCOM
Tyndall L. Baucom Director
/s/JOHN B. BERNHARDT
John B. Bernhardt Director
/s/THOS. E. CAPPS
Thos. E. Capps Chairman of the Board of Directors
(Chief Executive Officer) and
Director
/s/BENJAMIN J. LAMBERT, III
Benjamin J. Lambert, III Director
/s/RICHARD L. LEATHERWOOD
Richard L. Leatherwood Director
/s/HARVEY L. LINDSAY, JR.
Harvey L. Lindsay, Jr. Director
/s/K. A. RANDALL
K. A. Randall Director
Signature Title
/s/WILLIAM T. ROOS
William T. Roos Director
/s/FRANK S. ROYAL
Frank S. Royal Director
/s/JUDITH B. SACK
Judith B. Sack Director
/s/RICHARD L. SHARP
Richard L. Sharp Director
/s/S. DALLAS SIMMONS
S Dallas Simmons Director
/s/ROBERT H. SPILMAN
Robert H. Spilman Director
/s/LINWOOD R. ROBERTSON
Linwood R. Robertson Senior Vice President
(Chief Financial Officer)
/s/J. L. TRUEHEART
J. L. Trueheart Vice President and Controller
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, the Dominion
Subsidiary Savings Plan committee members have duly caused this registration
statement to be signed on their behalf by the undersigned, thereunto duly
authorized in the City of Richmond, Commonwealth of Virginia, on the 15th day of
September, 1995.
Dominion Subsidiary Savings Plan
By /s/LINWOOD R. ROBERTSON
Linwood R. Robertson, Member of the Committee
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below on the date indicated by the members of the
Committee for the administration of the Dominion Subsidiary Savings Plan on
the 15th day of September, 1995.
Signature
/s/LARRY M. GIRVIN
Larry M. Girvin Chairman
/s/ROBERT E. RIGSBY
Robert E. Rigsby Member
/s/LINWOOD R. ROBERTSON
Linwood R. Robertson Member
/s/J. L. TRUEHEART
J. L. Trueheart Member