Registration Statement No. 333-18973
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SCANA Corporation
(Exact name of registrant as specified in its charter)
South Carolina
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(State or other jurisdiction of incorporation or organization)
57-0784499
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(I.R.S. employer identificationnumber)
1426 Main Street, Columbia, South Carolina 29201
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(Address of principal executive offices) (Zip code)
SCANA Corporation Director Compensation and Deferral Plan
(Full title of the plan)
H. T. Arthur
Senior Vice President and General Counsel
SCANA Corporation
1426 Main Street, Columbia, South Carolina 29201
(Name and address of agent for service)
(803)217-8547
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(Telephone number, including area code, of agent for service)
Copy To:
Elizabeth B. Anders
McNair Law Firm, P. A.
1301 Gervais Street
17th Floor
Columbia, SC 29201
(803) 799-9800
This registration statement is being amended to file the amended and
restated plan, which among other items, renamed the plan as the SCANA
Corporation Director Compensation and Deferral Plan.
Part II
Item 3. Incorporation Of Documents By Reference
This Registration Statement on Form S-8 hereby incorporates the following
documents which are not presented herein:
1) SCANA Corporation's Annual Report on Form 10-K for the year ended
December 31, 2001, as amended.
2) SCANA Corporation's Quarterly Reports on Form 10-Q for the periods
ended March 31, 2002 and June 30, 2002. 3) Description of Common Stock
of SCANA Corporation as set
forth in the Registration Statement for Common Stock of SCANA
Corporation under the Exchange Act on Form 8-B dated November 6,
1984, as amended May 26, 1995.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 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 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. Any statement contained
in a 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 other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
At September 30, 2002, H. Thomas Arthur, Esq. and Sarena D. Burch, Esq,
owned beneficially 15,090 and 4,192, respectively (and options to purchase
70,930 and 29,876, respectively), shares of our common stock, including shares
acquired by the trustee under our Stock Purchase-Savings Plan by use of
contributions made by Mr. Arthur and Ms. Burch, respectively, and earnings
thereon, and including shares purchased by the trustee by use of SCANA
contributions and earnings thereon.
Item 6. Indemnification of Directors and Officers
The South Carolina Business Corporation Act of 1988 permits, and the
Registrant's By-Laws require, indemnification of the Registrant's directors and
officers in a variety of circumstances, which may include indemnification for
liabilities under the Securities Act. Under Sections 33-8-510, 33-8-550 and
33-8-560 of the South Carolina Business Corporation Act of 1988, a South
Carolina corporation is authorized generally to indemnify its directors and
officers in civil or criminal actions if they acted in good faith and reasonably
believed their conduct to be in the best interests of the corporation and, in
the case of criminal actions, had no reasonable cause to believe that the
conduct was unlawful. In addition, the registrant carries insurance on behalf of
directors, officers, employees or agents that may cover liabilities under the
Securities Act. The registrant's restated articles of incorporation provide that
no director of the registrant shall be liable to the registrant or its
shareholders for monetary damages for breach of his fiduciary duty as a director
occurring after April 26, 1989, except for (i) any breach of the director's duty
of loyalty to the registrant or its shareholders, (ii) acts or omissions not in
good faith or which involve gross negligence, intentional misconduct or a
knowing violation of law, (iii) certain unlawful distributions, or (iv) any
transaction from which the director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits
Exhibits required to be filed with this Registration Statement are listed
in the following Exhibit Index. Certain of such exhibits which have heretofore
been filed with the SEC and which are designated by reference to their exhibit
numbers in prior filings are hereby incorporated herein by reference and made a
part hereof.
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 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;
(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; and
(4) 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
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, 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 Columbia, State of South Carolina, on this 4th day of
November 2002.
(REGISTRANT) SCANA Corporation
By: s/W. B. Timmerman
(Name & Title): W. B. Timmerman, Chairman of the Board,
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
(i) Principal executive officer:
By: s/W. B. Timmerman
(Name & Title): W. B. Timmerman, Chairman of the Board,
Chief Executive Officer and Director
Date: November 4, 2002
(ii) Principal financial officer:
By: s/K. B. Marsh
(Name & Title): K. B. Marsh, Senior Vice-President-Finance
and Chief Financial Officer
Date: November 4, 2002
(iii) Principal accounting officer:
By: s/J. E. Swan
(Name & Title): J. E. Swan, Controller
Date: November 4, 2002
(iv) Other Directors:
J. A. Bennett, W. B. Bookhart, Jr., W. C. Burkhardt, E. T. Freeman, D. M.
Hagood, W. H. Hipp, L. M. Miller, M. K. Sloan, H. C. Stowe, and G. S. York
* Signed on behalf of each of these persons:
s/K. B. Marsh
K. B. Marsh (Attorney-in-Fact)
November 4, 2002
Directors who did not sign:
B. L. Amick
EXHIBIT INDEX
Number
4.01 Restated Articles of Incorporation of SCANA Corporation as
adopted on April 26, 1989(Filed as Exhibit 3-A to
Registration Statement No. 33-49145)
4.02 By-Laws of SCANA Corporation as revised and amended on December 13,
2001 (Filed as Exhibit 3.01 to Registration Statement No. 333-65460)
4.03 SCANA Corporation Director Compensation and Deferral Plan effective
January 1, 2001 (Filed herewith)
5.01 Opinion Re Legality (Filed herewith)
23.01 Consent of Deloitte & Touche LLP (Filed herewith)
23.02 Consent of H. T. Arthur (Included in his opinion in Exhibit 5.01)
24.01 Power of Attorney (Filed herewith)