As filed with the Securities and Exchange Commission on August 19, 1999 Registration No. 333-78285 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NSTAR -------------------------------------------------------------- (Exact name of Registrant as specified in its charter) MASSACHUSETTS 04-3466300 ------------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 800 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02199 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (617) 424-2000 ----------------------------------------------------------------- Employee Savings Plan of Commonwealth Energy System and Subsidiary Companies ----------------------------------------------------------------- (Full title of the Plan) DOUGLAS S. HORAN, ESQ. NSTAR 800 BOYLSTON STREET BOSTON, MASSACHUSETTS 02199 (617) 424-2000 ------------------------------------------------------- (Name, address and telephone number of agent for service) Please send copies of all communications to: DAVID A. FINE, ESQ. ROPES & GRAY ONE INTERNATIONAL PLACE BOSTON, MASSACHUSETTS 02110 CALCULATION OF REGISTRATION FEE Title of Securities Amount To Be Proposed Maximum Proposed Maximum Amount of To Be Registered Registered/(1)/ Offering Price Per Aggregate Offering registration Fee Share/(2)/ Price/(2)/ - ----------------------------------------------------------------------------------------------------- Common Shares, 525,000 $41.91 $22,002,750 $6,117.00 $1.00 par value, of NSTAR - ----------------------------------------------------------------------------------------------------- (1) To be purchased from time to time for participants in the Plan. (2) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) on the basis of the average of (i) the average of the high and low prices of BEC Energy Common Shares reported on the New York Stock Exchange on August 13, 1999 and (ii) the average of the high and low prices of Commonwealth Energy System Common Shares reported on the New York Stock Exchange on August 13, 1999. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of documents by reference. The following documents, which have heretofore been filed by the Registrant with the Securities and Exchange Commission pursuant to the Exchange Act (Central Index Key No. 0001085871), are incorporated by reference herein and shall be deemed to be a part hereof: (i) The Joint Proxy Statement/Prospectus covering 65,000,000 Common Shares of the Registrant, as filed with the Commission as part of the Form S- 4 on May 12, 1999. (ii) Description of Common Shares included in the Registration Statement on Form S-4 filed under the Securities Act, including any amendment or report filed for the purpose of updating such description. (iii) All documents subsequently filed by NSTAR or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 herein by reference and shall be deemed a part hereof from the date of filing of such documents. The consolidated financial statements of BEC Energy included in BEC Energy's Annual Report on Form 10-K/A for the year ended December 31, 1998, which is incorporated by reference to the Joint Proxy Statement/Prospectus, have been audited by PricewaterhouseCoopers LLP, independent accountants, as stated in its report which is also included in the Annual Report. These consolidated financial statements are incorporated by reference in this Registration Statement in reliance upon the report given and upon the authority of PricewaterhouseCoopers as experts in accounting and auditing. The consolidated financial statements of Commonwealth Energy System ("COM/Energy") included in COM/Energy's Annual Report on Form 10-K for the year ended December 31, 1998, which is incorporated by reference in the prospectus included in the Joint Proxy Statement/Prospectus have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports. Item 4. Description of Securities. Not applicable. -2- Item 5. Interests of Named Experts and Counsel. Thomas G. Dignan, Jr., a partner of Ropes & Gray (counsel to the Company), is a trustee of the Company. Item 6. Indemnification of Directors and Officers. NSTAR's Declaration of Trust (the "Declaration of Trust") provides that, to the extent legally permissible, each of NSTAR's Trustees and officers shall be indemnified by NSTAR's trust estate against any loss, liability or expense, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, imposed upon or reasonably incurred by such person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which such person may be involved or with which such person may be threatened, while in office or thereafter, by reason of such person's being or having been such a Trustee or officer, except with respect to any matter as to which such person shall have been adjudicated in such action, suit or proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of NSTAR; provided, however, that as to any matter disposed of by a compromise payment by such Trustee or officer, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of NSTAR, after notice that it involves such indemnification, (i) by a disinterested majority of the Trustees then in office, or (ii) by a majority of the disinterested Trustees then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such Trustee or officer appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of NSTAR, or (iii) by the vote, at a meeting duly called and held, of the holders of a majority of the shares outstanding and entitled to vote thereon, exclusive of any shares owned by any interested Trustee or officer. In discharging his or her duties, a Trustee or officer of NSTAR, when acting in good faith, shall be fully protected in relying upon the books of account of NSTAR or of another organization in which he or she serves as contemplated by the indemnification provisions of the Declaration of Trust, reports made to NSTAR or to such other organization by any of its officers or employees or by counsel, accountants, appraisers or other experts or consultants selected with reasonable care by the Trustees or similar governing body of such other organization, or upon other records of NSTAR or of such other organization. The rights of indemnification provided in the Declaration of Trust shall not be exclusive of or affect any other rights to which any Trustee or officer may be entitled and such rights shall inure to the benefit of his or her successors, heirs, executors, administrators and other legal representatives. As used in this provision, the terms "Trustee" and "officer" include persons who serve at the request of NSTAR as directors, officers, or trustees of another organization in which NSTAR has any direct or indirect interest as a shareholder, creditor or otherwise. -3- Expenses, including counsel fees, reasonably incurred by any Trustee or officer with respect to the defense or disposition of any action, suit or proceeding referred to in the indemnification provisions of the Declaration of Trust may be advanced by NSTAR prior to the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of the recipient to repay such amount unless it is ultimately determined that he or she is entitled to indemnification. Nothing contained in these provisions affects any rights to indemnification to which NSTAR personnel other than Trustees and officers may be entitled by contract or otherwise under law. No Trustee shall be obligated to give any bond or other security for the performance of any of his or her duties. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. (a) Exhibits: See "Exhibit Index" (b) The Registrant undertakes that it will submit or has submitted the Employee Savings Plan of Commonwealth Energy Companies System and Subsidiary (the "Plan") or any amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan under ERISA. Item 9. Undertakings. (a) The 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 (the "Securities Act"); (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; and (iii) to include any material information with respect to the plan of distributi on not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(l)(i) and (ii) shall 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(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")that are incorporated by reference in the registration statement; (2) that, for the purpose of dete rmining any liability under the Securities Act, each such post-effecti ve amendment shall be deemed to be a new registration statement relating to -4- the securities offered herein, 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 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 Plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 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. -5- EXHIBIT INDEX Exhibit Number Description of Exhibit 4.1 NSTAR Declaration of Trust, dated April 20, 1999 (incorporated by reference to Annex D to the Proxy Statement/Prospectus in Part I of Registration Statement on Form S-4 of NSTAR (No. 333- 78285). 4.2 By-laws of NSTAR, dated April 20, 1999 (incorporated by reference to Annex E to the Proxy Statement/Prospectus in Part I of Registration Statement on Form S-4 of NSTAR (No. 333-78285)). 5.1 Opinion of Ropes & Gray. 15.1 PricewaterhouseCoopers LLP's Letter Re Unaudited Interim Financial Information. 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Arthur Andersen LLP 23.3 Consent of Ropes & Gray (included in Opinion filed as Exhibit 5.1). 24 Power of Attorney. -6- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on the 18th of August 1999. NSTAR BY: /s/ Thomas J. May __________________________________ TITLE: Chairman of the Board, Chief Executive Officer, Treasurer and Trustee Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed below by the following persons in the capacities stated below on the 18th of August 1999. /s/ Thomas J. May Chairman of the Board, - ------------------------ Chief Executive Officer, THOMAS J. MAY Treasurer, and Trustee /s/ Russell D. Wright President, Chief Operating Officer, - ------------------------ Clerk, and Trustee RUSSELL D. WRIGHT -7-