As filed with the Securities and Exchange Commission on September 1, 1998.
Registration No. 333-49643
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CMP GROUP, INC.
(Exact name of registrant as specified in its charter)
Maine 01-0519429
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
83 Edison Drive, Augusta, Maine 04336
(Address of principal executive office, including zip code)
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CMP Group, Inc.
Long-Term Incentive Plan
(Full title of the plans)
Anne M. Pare, Esq.
Treasurer, Corporate Counsel and Secretary
CMP Group, Inc.
83 Edison Drive
Augusta, Maine
(207) 623-3521
(Name, address, and telephone number, including area code, of agent for service)
Copies to:
E. Ellsworth McMeen, III, Esq.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York 10019
(212) 424-8000
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Pursuant to Rule 414(d) under the Securities Act of 1933, as amended (the
"Securities Act"), CMP Group, Inc., a Maine corporation, as successor issuer to
Central Maine Power Company, a Maine corporation, hereby adopts this
registration statement, as amended, for all purposes under the Securities Act
and Securities Exchange Act of 1934, as amended.
Effective September 1, 1998, pursuant to the Agreement and Plan of Merger
among Central Maine Power Company ("Central Maine"), CMP Merger Co. and CMP
Group, Inc. ("CMP Group" or "Registrant"), the outstanding shares of Common
Stock, $5.00 par value, of Central Maine ("Central Maine Common Stock") were
exchanged automatically on a share-for-share basis for shares of Common Stock,
$5.00 par value, of CMP Group ("CMP Group Comon Stock"), and Central Maine
became a subsidiary of CMP Group.
Accordingly, all stock offered under the Central Maine Power Company
Long-Term Incentive Plan will be shares of CMP Group Common Stock, rather than
shares of Central Maine Common Stock.
CMP Group expressly adopts Central Maine's Registration Statement No.
333-49643 on Form S-8, as filed with the Securities and Exchange Commission on
April 8, 1998 as CMP Group's own registration statement for all purposes of the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (c) below are hereby incorporated by
reference in this Registration Statement. All documents filed by Central Maine
or CMP Group pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") after the filing of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities registered hereunder 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 the filing of such documents.
(a) The Annual Report on Form 10-K of Central Maine for the fiscal year
ended December 31, 1997, filed with the Commission on March 27, 1998;
(b) All other reports filed by Central Maine pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1997; and
(c) The description of the CMP Group Common Stock, $5.00 par value,
contained in CMP Group's registration statement on Form S-4, as amended, which
was declared effective on April 13, 1998 (File No. 333-49677).
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Subsection 1 of Section 719 of the Maine Business Corporation Act empowers
a corporation to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, trustee, partner, fiduciary, employee or agent of another
corporation, partnership, joint venture, trust, pension or other employee
benefit plan or other enterprise, against expenses, including
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attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding;
provided that no indemnification may be provided for any person with respect to
any matter as to which he shall have been finally adjudicated not to have acted
honestly or in the reasonable belief that his action was in or not opposed to
the best interests of the corporation or its shareholders or, in the case of a
person serving as a fiduciary of an employee benefit plan or trust, in or not
opposed to the best interests of that plan or trust, or its participants or
beneficiaries or, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order or conviction adverse to such
person, or by settlement or plea of nolo contendere or its equivalent, shall not
of itself create a presumption that such person did not act honestly or in the
reasonable belief that his action was in or not opposed to the best interests of
the corporation or its shareholders, or in the case of a person serving as a
fiduciary of an employee benefit plan or trust, in or not opposed to the best
interests of that plan or trust, or its participants or beneficiaries and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
Section 719 further provides that to the extent that a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Subsection
1 of Section 719, or in defense of any claim, issue or matter referred to
therein, he shall be indemnified against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection therewith; that the
indemnification provided for by Section 719 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise; and
that a corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, trustee, partner, fiduciary, employee or agent of another
corporation, partnership, joint venture, trust, pension or other employee
benefit plan or other enterprise against any liability asserted against him and
incurred by him in such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against such
liability under Section 719.
The By-Laws of the Registrant provide, in effect, that the Registrant will
provide the indemnity described in Section 719 of the Maine Business Corporation
Act, to the extent and under the circumstances described therein. The By-Laws
also
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provide that the Registrant (i) shall have the power to purchase insurance on
behalf of any director, officer, employee or agent against any liability and
expenses incurred in connection with any proceedings to the extent permitted by
applicable law, and (ii) may enter into indemnity agreements with any director,
officer, employee or agent to the extent permitted by applicable law.
The Registrant has in effect liability insurance protecting its directors
and officers against liability by reason of their being or having been directors
or officers, as permitted by the By-Laws of the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the
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Registration Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (1)(i) and (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 with or furnished to the
Commission by 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; and
(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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
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 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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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 Post-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Augusta, Maine, on the
1st day of September, 1998.
CMP GROUP, INC.
By /s/ Arthur W. Adelberg
Name: Arthur W. Adelberg
Title: Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed below
by the following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ David M. Jagger Chairman of the Board September 1,
- ------------------------- and Director 1998
(David M. Jagger)
/s/ David T. Flanagan President and Chief September 1,
- ------------------------- Executive Officer 1998
(David T. Flanagan) and Director
(Principal Executive
Officer)
/s/ David E. Marsh Chief Financial September 1,
- ------------------------- Officer 1998
(David E. Marsh) (Principal Financial
and
Accounting Officer)
/s/ Charles H. Abbott Vice Chairman of the September 1,
- ------------------------- Board and Director 1998
(Charles H. Abbott)
/s/ Charleen M. Chase Director September 1,
- ------------------------- 1998
(Charleen M. Chase)
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/s/ Duane D. Fitzgerald Director September 1,
- ------------------------- 1998
(Duane D. Fitzgerald)
/s/ Robert H. Gardiner Director September 1,
- ------------------------- 1998
(Robert H. Gardiner)
/s/ Peter J. Moynihan Director September 1,
- ------------------------- 1998
(Peter J. Moynihan)
/s/ William J. Ryan Director September 1,
- ------------------------- 1998
(William J. Ryan)
/s/ Kathryn M. Weare Director September 1,
- ------------------------- 1998
(Kathryn M. Weare)
/s/ Lyndel J. Wishcamper Director September 1,
- ------------------------- 1998
(Lyndel J. Wishcamper)
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INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
2. Form of Agreement and Plan of Merger (Incorporated by reference
to Appendix I to Registrant's Pre-Effective Amendment No. 1 to
Proxy Statement and Prospectus on Form S-4 (File No. 333-49677))
3.1 Form of Articles of Amendment of Registrant (Incorporated by
reference to Appendix II to Registrant's Pre-Effective Amendment
No. 1 to Proxy Statement and Prospectus on Form S-4 (File No.
333- 49677))
3.2 Form of By-Laws of Registrant (Incorporated by reference to
Appendix III to Registrant's Pre- Effective Amendment No. 1 to
Proxy Statement and Prospectus on Form S-4 (File No. 333-49677))
23. Consent of PricewaterhouseCoopers LLP
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