As filed with the Securities and Exchange Commission on December 18, 1997
File No. 333-
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 or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
901 EAST BYRD STREET, RICHMOND, VIRGINIA 23219
(Address of principal executive office, including zip code)
THE EAST MIDLANDS ELECTRICITY
SAVINGS RELATED SHARE OPTION SCHEME 1997
(Full Title of the Plan)
Patricia A. Wilkerson, Corporate Secretary
W. H. Riggs, Jr., Assistant Corporate Secretary
DOMINION RESOURCES, INC.
901 E. Byrd Street, Richmond, Virginia 23219
(Name and address of agent for service)
(804) 775-5700
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE (*)
Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to be Price Per Offering Registration
to be Registered Registered Share Price Fee
Common Stock, without
par value 3,000,000 $40.25 $120,750,000 $35,621.25
Shares
__________
*Estimated solely for the purpose of determining the registration fee and
calculated 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 December 16, 1997.
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,
1996; (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1997, June 30, 1997 and September 30, 1997; (iii) current reports on Form 8-K,
filed January 23, 1997, Form 8-K/A, filed March 20, 1997 and Form 8-K filed
December 11, 1997 and (iv) the description of the Dominion Resources' Common
Stock (the Common Stock) in the Dominion Resources' registration statement on
Form 8-B (Item 4), dated April 29, 1983, including any amendments and reports
filed for the purpose of updating such 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 hereby have been sold or that deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing 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.
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.
Dominion Resources has purchased directors' and officers' liability
insurance policies. Within the limits of their coverage, the policies insure
(1) the directors and officers of the Company against certain losses resulting
from claims against them in their capacities as directors and officers to the
extent that such losses are not indemnified by the Company and (2) the Company
to the extent that it indemnifies such directors and officers for losses as
permitted under the laws of Virginia.
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).
5 -- Opinion of James F. Stutts, Esq., Vice President and General
Counsel of Dominion Resources, Inc. (filed herewith).
23(i) -- Consent of Deloitte & Touche LLP (filed herewith).
23(ii) -- Consent of Deloitte & Touche (filed herewith).
23(iii) -- Consent of James F. Stutts, Esq. (included in Exhibit 5).
99 -- The East Midlands Electricity Savings Related Share Option
Scheme - 1997 (filed herewith).
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)(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.
(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 this offer.
(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.
(h) 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.
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 18 day of December, 1997.
DOMINION RESOURCES, INC.
By /s/THOS. E. CAPPS
(Thos. E. Capps, Chairman of the
Board of Directors, President 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 indicated and on the 18 day of December, 1997.
Signature Title
/s/JOHN B. ADAMS, JR.
John B. Adams, Jr. Director
/s/JOHN B. BERNHARDT
John B. Bernhardt Director
/s/THOS. E. CAPPS
Thos. E. Capps Chairman of the Board of Directors,
President and Chief Executive
Officer
/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
/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/S. DALLAS SIMMONS
S. Dallas Simmons Director
/s/ROBERT H. SPILMAN
Robert H. Spilman Director
/s/E. M. ROACH, JR.
E. M. Roach, Jr. Executive Vice President
(Chief Financial Officer/)
/s/J. L. TRUEHEART
J. L. Trueheart Vice President and Controller
(Principal Accounting Officer)