As filed with the Securities and Exchange Commission on May 23, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SCG Holding Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-3840979
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
5005 E. McDowell Road
Phoenix, AZ 85008
(602) 244-6600
(Address of Registrant's Principal Executive Offices)
SCG HOLDING CORPORATION
2000 STOCK INCENTIVE PLAN
(Full Title of the Plan)
-----------------
George H. Cave, Esq.
SCG Holding Corporation
5005 E. McDowell Road
Phoenix, AZ 85008
(602) 244-5226
with a copy to:
Arthur H. Kohn, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY 10006
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of each class Amount to Proposed Proposed Amount
of securities be registered (1) maximum maximum of
to be registered offering aggregate registration
price per offering price fee
share (2)
- --------------------------------------------------------------------------------
Common Stock, par
value $.01 per share 7,000,000 $21.4375 $150,062,500 $39,616.50
- --------------------------------------------------------------------------------
(1) Together with an indeterminate number of shares that may be necessary to
adjust the number of shares reserved for issuance pursuant to the SCG
Holding Corporation 2000 Stock Incentive Plan as the result of a stock
split, stock dividend or similar adjustment of the outstanding common
stock of SCG Holding Corporation.
(2) With respect to shares of common stock of SCG Holding Corporation (the
"Shares") covered by options, estimated solely for the purposes of
calculating the registration fee with respect to the Shares being
registered hereby pursuant to Rule 457 under the Securities Act of 1933,
as amended (the "Securities Act") and based upon the average of the high
and low prices of the common shares of the Corporation as reported on the
NASDAQ on May 22, 2000.
The contents of the Corporation's Registration Statement on Form S-8 filed
with the Securities and Exchange Commission (the "Commission") on April 6, 2000
(Registration No. 333-34130) are incorporated by reference in this Registration
Statement.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which previously have been filed by SCG Holding
Corporation (the "Corporation" or the "Registrant") with the Commission, are
incorporated herein by reference and made a part hereof:
(i) The prospectus of the Corporation, dated May 1, 2000, filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the Corporation's Registration Statement on Form S-1 (Registration
No. 333-30670) filed with the Commission on February 18, 2000 as amended by
Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto filed by the
Corporation under the Securities Act with the Commission on March 24, 2000,
April 7, 2000, and April 25, 2000, respectively;
(ii) The Corporation's Annual Report on Form 10-K, filed with the
Commission on May 1, 2000;
(iii) The Corporation's Quarterly Report on Form 10-Q for the quarterly
period ended April 1, 2000, filed with the Commission on May 15, 2000;
(iv) The Corporation's Current Reports on Form 8-K, filed with the
Commission on February 25, 2000, April 10, 2000 and April 25, 2000;
(v) The description of the Shares contained in the Corporation's
registration statement on Form 8-A, filed with the Commission on April 21, 2000;
and
(vi) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by registration document referred to in (i) above.
All reports and other documents filed by the Corporation 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 the filing of a post-effective
amendment hereto, which indicates that all securities offered hereunder have
been sold or which deregisters all securities 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.
For purposes of this Registration Statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
subsequently filed document or a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document. Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference into
this Registration Statement (numbering corresponds to Exhibit Table in Item 601
of Regulation S-K):
4.1 SCG Holding Corporation 2000 Stock Incentive Plan (As Adopted by the
Board of Directors on February 17, 2000, and As Amended and Restated
April 21, 2000)
4.2 Amended and Restated Certificate of Incorporation of SCG Holding
Corporation (filed as Exhibit 3.1 to the Corporation's Amendment No. 3
to Form S-1 Registration Statement (No. 333-30670) and incorporated
herein by reference)
4.3 By-Laws of SCG Holding Corporation (filed as Exhibit 3.2 to the
Corporation's Amendment No. 1 to Form S-1 Registration Statement (No.
333-30670) and incorporated herein by reference)
5.1 Opinion of George H. Cave, Esq., regarding the validity of the
securities being registered
23.1 Consent of KPMG LLP, Independent Auditors
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.3 Consent of George H. Cave, Esq. (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this
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 the prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this 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 with or furnished
to the Commission by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of the employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 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.
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 the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf, thereunto duly authorized, in the City of
Phoenix, State of Arizona, on this day of May 23, 2000.
SCG HOLDING CORPORATION
By: /s/ Steven Hanson
------------------------------
Steven Hanson, Chief Executive
Officer and Member, Board
of Directors
POWER OF ATTORNEY
Each person whose signature appears below on this Registration Statement
hereby constitutes and appoints Steven Hanson, James Thorburn and Dario
Sacomani, and each of them, with full power to act without the other, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (unless revoked in writing) to sign any and all amendments (including
post-effective amendments thereto) to this Registration Statement to which this
power of attorney is attached, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting to such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as full to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
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 May 23, 2000.
Signature Title
--------- -----
/s/ Steven Hanson
- --------------------- President, Chief Executive Officer and Director
Steven Hanson
/s/ Dario Sacomani
- --------------------- Senior Vice President, Chief Financial Officer
Dario Sacomani and Chief Accounting Officer
/s/ Curtis J. Crawford
- --------------------- Chairman of the Board of Directors
Curtis J. Crawford
/s/ David Bonderman
- --------------------- Director
David Bonderman
/s/ Richard W. Boyce
- --------------------- Director
Richard W. Boyce
/s/ Justin T. Chang
- --------------------- Director
Justin T. Chang
/s/ William A. Franke
- --------------------- Director
William A. Franke
/s/ David M. Stanton
- --------------------- Director
David M. Stanton
/s/ Jerome N. Gregoire
- --------------------- Director
Jerome N. Gregoire
/s/ Alberto Hugo-Martinez
- --------------------- Director
Alberto Hugo-Martinez
EXHIBIT INDEX
Exhibit Description Method of Filing Sequentially
Number Numbered Page
Location
4.1 SCG Holding Corporation 2000 Stock Incentive Plan, (As Filed herewith
Adopted by the Board of Directors on February 17, 2000, 9
and As Amended and Restated April 21, 2000)
4.2 Amended and Restated Certificate of Incorporation of SCG Filed as Exhibit 3.1 --
Holding Corporation to the Corporation's
Amendment No. 3 to
Form S-1 Registration
Statement (No.
333-30670) and
incorporated herein by
reference
4.3 By-Laws of SCG Holding Corporation Filed as Exhibit 3.2 --
to the Corporation's
Amendment No. 1 to
Form S-1 Registration
Statement (No.
333-30670) and
incorporated herein by
reference
5.1 Opinion of George H. Cave, Esq., regarding the validity of Filed herewith 28
the securities being registered
23.1 Consent of KPMG LLP, Independent Auditors Filed herewith 29
23.2 Consent of PricewaterhouseCoopers LLP, Independent Filed herewith 30
Accountants
23.3 Consent of George H. Cave, Esq. (included in Exhibit 5.1) Filed herewith 28
24.1 Power of Attorney (included on signature page) Filed herewith 6