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As filed with the Securities and Exchange Commission on July 14, 1998
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEW JERSEY RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-2376465
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1415 WYCKOFF ROAD
WALL, NJ 07719
(Address of Principal Executive Offices
including Zip Code)
NEW JERSEY RESOURCES CORPORATION
LONG-TERM INCENTIVE COMPENSATION PLAN
(Full title of the Plan)
OLETA J. HARDEN
SENIOR VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
NEW JERSEY RESOURCES CORPORATION
1415 WYCKOFF ROAD
WALL, NJ 07719
(732) 938-1480
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered unit price fee
- ------------- ---------- --------- --------- ------------
Common Stock, 750,000(1) (2) $22,505,195.14(2) $6,639.03
par value
$2.50 per share
(1) To be offered pursuant to the New Jersey Resources Corporation
Long-Term Incentive Compensation Plan (the "Plan"). This Registration
Statement also covers 750,000 Rights to purchase one one-thousandth of
a share of Series A Junior Participating Cumulative Preferred Stock,
par value $100 per share (the "Rights") which are appurtenant to and
trade with the Common Stock. Such indeterminate number of additional
shares as may be distributed by the operation of the recapitalization
provisions of the Plan is hereby also registered.
(2) Computed pursuant to Rule 457(h) solely for the purpose of determining
the registration fee, based upon (i) the aggregate exercise price of
$12,471,101.50 with respect to Awards previously granted under the Plan
and (ii) an assumed price of $34.41 per share, the average of the high
and low sale prices of the Registrant's Common Stock as reported on the
New York Stock Exchange on July 10, 1998, with respect to shares of
Common Stock that remain available for future Awards under the Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated by reference in this Registration Statement are
the following documents heretofore filed by New Jersey Resources Corporation
(the "Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"):
(a) The Company's latest annual report filed pursuant
to Sections 13(a) or 15(d) of the Exchange Act;
(b) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the annual report
referred to in (a) above; and
(c) The description of the Company's Common Stock, par
value $2.50 per share (the "Common Stock"), contained
in a registration statement filed under the Exchange
Act, and any amendment or report filed for the
purpose of updating such
description.
(d) The description of the Rights which is contained in a
Form 8-K Report filed under the Exchange Act,
including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, 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 in this Registration Statement and to
be part hereof from the dates of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Oleta J. Harden, who is providing the opinion of counsel for
this Registration Statement, is currently employed by
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the Company with the title of Senior Vice President, General Counsel &
Secretary. Additionally, Ms. Harden has received stock options to purchase
18,686 shares of Common Stock under the terms of the Plan, and she is eligible
to receive additional awards under the Plan in the future.
Item 6. Indemnification of Directors and Officers
Article IX of the Company's By-Laws provides, in part, as
follows:
"SECTION 1. Each person who is a party or is threatened to be
made a party, either as plaintiff, defendant, respondent, or otherwise, to any
action, suit, or proceeding, whether civil, criminal, administrative, regulatory
or investigative (a "Proceeding"), based upon, arising from, relating to, or by
reason of the fact that such person, or a person of whom such person is the
legal representative, is or was a director or officer of the Company, or is or
was serving at the request of the Company as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation or
non-profit corporation, cooperative, partnership, joint venture, trust, or other
incorporated or unincorporated enterprise, or any employee benefit plan or trust
(each, a "Company Affiliate"), shall be indemnified and held harmless by the
Company to the fullest extent authorized by the NJBCA, as the same exists on the
date of the adoption of this Bylaw [March 12, 1997] or as may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Company to provide broader indemnification rights than the
NJBCA permitted the Company to provide prior to such amendment), against any and
all expenses, liability, and loss (including, without limitation, investigation
expenses and expert witnesses' and attorneys' retainer, fees and expenses,
judgments, penalties, fines, and amounts paid or to be paid in settlement)
actually incurred by such person in connection therewith; provided, however,
that, except for Proceedings seeking to enforce rights under this Bylaw, the
Company shall indemnify any such person seeking to enforce such rights in
connection with a Proceeding (or part thereof) initiated by such person only if
such Proceeding (or part thereof) was authorized by a majority vote of the Board
of Directors. The right to indemnification conferred in this Article IX shall be
a contract right and shall include the right to be paid by the Company for
expenses to be incurred in defending or prosecuting any such Proceeding in
advance of its final disposition.
SECTION 2. The right to indemnification and the payment of
expenses incurred in defending a Proceeding in advance
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of its final disposition conferred in this Article IX shall not be exclusive of
any other right which any person may be entitled under any statute, provision of
the Restated Certificate of Incorporation, or Bylaw, an agreement, a resolution
of shareholders or directors, or otherwise both as to action in such person's
official capacity and as to action in another capacity while holding such
office.
SECTION 3. The Company may purchase and maintain insurance or
furnish similar protection on behalf of any person who is a director, officer,
employee, or agent of the Company or who, while a director, officer, employee,
or agent of the Company, is serving at the request of the Company as a director,
officer, partner, trustee, employee, or agent of a Company Affiliate, against
any liability asserted against and incurred by such director, officer, employee,
or agent in such capacity or arising out of such director's, officer's,
employee's, or agent's status as such, whether or not the Company would have the
power to indemnify such director, officer, employee, or agent against such
liability under the NJBCA.
SECTION 4. The Board of Directors, or, if so authorized by the
Board of Directors and as it relates to the employees or agents of the Company,
one or more officers of the Company, may indemnify and advance expenses to
directors, officers, employees or agents of the Company on such terms and
conditions as the Board of Directors or any such officer or officers, as
applicable, deem appropriate under the circumstances.
SECTION 5. Anything in this Article IX to the contrary
notwithstanding, no elimination of this Bylaw and no amendment of this Bylaw
adversely affecting the right of any person to indemnification or advancement of
expenses hereunder shall be effective until the sixtieth day following notice to
such indemnified person of such action, and no elimination of or amendment to
this Bylaw shall deprive any such person of such person's rights hereunder
arising out of alleged or actual occurrences, acts, or failures to act which had
their origin prior to such sixtieth day.
SECTION 6. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article IX shall, unless otherwise
provided when authorized, continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person."
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The Company maintains, at its expense, insurance policies
which insure its directors and officers (up to certain amounts per year and
subject to certain exclusions and deductions) against certain liabilities which
may be incurred in those capacities.
The Company has entered into indemnification agreements with
each of its directors and officers providing that the Company shall indemnify
them in every case that they may be indemnified pursuant to Section 14A:3-5 of
the New Jersey Business Corporation Act.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
An Exhibit Index, containing a list of all exhibits filed with this Registration
Statement, is included on page 9.
Item 9. Undertakings
(a) Rule 415 Offering. The undersigned Registrant hereby
undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement
to:
(i) include any Prospectus required by Section
10(a)(3) of the Securities Act, unless the information is
contained in periodic reports filed by the Registrant pursuant
to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement;
(ii) 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, unless the information is contained in periodic
reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement;
(iii) include any material information with
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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, 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 file a post-effective amendment to remove from
registration any of the securities being registered which remain unsold
at the termination of the offering.
(b) Subsequent Exchange Act Documents. 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 section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit 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) Indemnification. 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
The Registrant. 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 Wall, State of New Jersey on the 14th
day of July, 1998.
NEW JERSEY RESOURCES CORPORATION
By: /s/ Glenn C. Lockwood
Glenn C. Lockwood
Senior Vice President and
Chief Financial Officer
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 dates indicated.
Signatures Title Date
- ---------- ----- ----
/s/ Laurence M. Downes Chairman of the July 14, 1998
- ---------------------- Board, President and
Laurence M. Downes Chief Executive
Officer (Principal
Executive Officer)
/s/ Glenn C. Lockwood Senior Vice July 14, 1998
- --------------------- President and Chief
Glenn C. Lockwood Financial Officer
(Principal Financial
and Accounting
Officer)
/s/ Bruce G. Coe Director July 14, 1998
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Bruce G. Coe
/s/ Leonard S. Coleman* Director July 14, 1998
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Leonard S. Coleman
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/s/ Joe B. Foster
- ----------------- Director July 14, 1998
Joe B. Foster
/s/ Hazel S. Gluck* Director July 14, 1998
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Hazel S. Gluck
/s/ Lester D. Johnson Director July 14, 1998
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Lester D. Johnson
/s/ Dorothy K. Light Director July 14, 1998
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Dorothy K. Light
/s/ Charles G. Stalon Director July 14, 1998
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Charles G. Stalon
/s/ John J. Unkles, Jr.* Director July 14, 1998
- -----------------------
John J. Unkles, Jr.
/s/ Gary W. Wolf Director July 14, 1998
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Gary W. Wolf
/s/ George R. Zoffinger Director July 14, 1998
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George R. Zoffinger
* By:/s/ Oleta J. Harden
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Oleta J. Harden
Attorney-in-Fact
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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4.1 Restated Certificate of Incorporation of the Company,
as amended (incorporated by reference to Exhibit 3.1
to the Company's 1996 Form 10-K (SEC File No.
1-8359)).
4.2 By-Laws of the Company, as presently in
effect (filed herewith).
4.3 Shareholder Rights Plan (incorporated by
reference to the Company's Current Report on
Form 8-K filed on August 2, 1996).
5 Opinion of Oleta J. Harden as General Counsel of the
Company (filed herewith).
23.1 Consent of Deloitte & Touche LLP (filed herewith).
23.2 Consent of Oleta J. Harden (included in
Exhibit 5).
24 Powers of Attorney (filed herewith)
99 New Jersey Resources Corporation Long-Term
Incentive Compensation Plan (As Amended, Effective
October 1, 1995) (incorporated by reference to
Appendix A to the Company's Proxy Statement for the
1996 Annual Meeting).
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