As filed with the Securities and Exchange Commission on January 20, 2000
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PINNACLE WEST CAPITAL CORPORATION
(Exact name of Registrant as specified in its charter)
ARIZONA 86-0512431
(State or other jurisdiction (I.R.S. EMPLOYER)
incorporation or organization) Identification No.)
400 EAST VAN BUREN STREET
P.O. BOX 52132,
PHOENIX, ARIZONA 85072-2132
(Address of Principal Executive Offices) (Zip Code)
THE PINNACLE WEST CAPITAL CORPORATION SAVINGS PLAN
(Full title of the Plan)
Matthew P. Feeney
SNELL & WILMER L.L.P.
One Arizona Center
Phoenix, AZ 85004-0001
(Name and Address of Agent for Service)
(602) 382-6239
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING AGGREGATE OFFERING AMOUNT OF
BE REGISTERED (1) REGISTERED PRICE PER SHARE(2) PRICE(2) REGISTRATION FEE
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Common Stock,
No Par Value 2,000,000 shares $30.8125 $61,625,000 $16,269.00
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an undetermined amount of interests in
the plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act
of 1933, on the basis of the average of the high and low prices for shares
of common stock on the New York Stock Exchange on January 14, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents have been filed by Pinnacle West with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934 and are incorporated by reference into this Registration Statement:
1. Annual Report on Form 10-K for the fiscal year ended December 31,
1998;
2. Annual Report on Form 11-K for the fiscal year ended December 31, 1998
for the Savings Plan for Employees of Arizona Public Service Company,
the Savings Plan for Union Employees of Arizona Public Service
Company, and the Savings Plan for Employees of Pinnacle West Capital
Corporation;
3. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999,
June 30, 1999, and September 30, 1999;
4. Current Reports on Form 8-K dated January 11, 1999, March 22, 1999,
May 14, 1999, August 26, 1999, September 21, 1999, and September 29,
1999;
5. The description of Pinnacle West's common stock contained in its
registration statement on Form 8-B, File No. 1-8962, as filed on July
25, 1985, except for the reference to transfer agents and registrars
for the common stock contained therein and of Pinnacle West's
Preferred Share Purchase Rights included in its registration statement
on Form 8-A, File No. 1-8962, as filed on March 31, 1989, a Form 8
Amendment thereto as filed on August 29, 1991, and a Form 8A/A thereto
as filed on April 19, 1999.
All documents subsequently filed by Pinnacle West pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this registration statement 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 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 subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. 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 4. DESCRIPTION OF SECURITIES. Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Arizona Business Corporation Act (the "ABCA") permits extensive
indemnification of present and former directors, officers, employees or agents
of an Arizona corporation, whether or not authority for such indemnification is
contained in the indemnifying corporation's articles of incorporation or bylaws.
Specific authority for indemnification of present and former directors and
officers, under certain circumstances, is contained in Article VII of Pinnacle
West's bylaws.
Under the ABCA, in order for a corporation to indemnify a director or
officer, a majority of the corporation's disinterested directors, independent
legal counsel, or the shareholders must find that the conduct of the individual
to be indemnified was in good faith and that the individual reasonably believed
that the conduct was in the corporation's best interests (in the case of conduct
in an "official capacity" with the corporation) or that the conduct was at least
not opposed to the corporation's best interests (in all other cases). In the
case of any criminal proceeding, the finding must be to the effect that the
individual had no reasonable cause to believe the conduct was unlawful.
Indemnification is permitted with respect to expenses, judgments, fines, and
amounts paid in settlement by such individuals.
Indemnification under the ABCA is permissive, except in the event of a
successful defense, in which case a director or officer must be indemnified
against reasonable expenses, including attorneys' fees, incurred in connection
with the proceeding. In addition, the ABCA requires Arizona corporations to
indemnify any "outside director" (a director who is not an officer, employee, or
holder of five percent or more of any class of the corporation's stock) against
liability unless (i) the corporation's articles of incorporation limit such
indemnification, (ii) the outside director is adjudged liable in a proceeding by
or in the right of the corporation or in any other proceeding charging improper
personal benefit to the director, or (iii) a court determines, before payment to
the outside director, that the director failed to meet the standards of conduct
described in the preceding paragraph. A court may also order that an individual
be indemnified if the court finds that the individual is fairly and reasonably
entitled to indemnification in light of all of the relevant circumstances,
whether or not the individual has met the standards of conduct in this and the
preceding paragraph.
Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities or arising on
the part of Pinnacle West out of its foregoing indemnification provisions,
subject to certain exclusions and to the policy limits.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
Item 8. EXHIBITS.
Exhibit Index located at Page 6.
The registrant will submit or has submitted the plan and 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.
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;
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(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 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 the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3 and 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 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.
(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 the
registrant's annual report pursuant to Section 13(a) or Section 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.
(c) 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 of 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.
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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 Phoenix, State of Arizona, on January 19, 2000.
PINNACLE WEST CAPITAL CORPORATION
By: William J. Post
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William J. Post, President
and Chief Executive 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 date indicated. Each person whose signature appears below
hereby authorizes Chris N. Froggatt, Barbara M. Gomez and Michael V. Palmeri,
and each of them , as attorneys-in-fact, to sign in his or her name and behalf ,
individually and in each capacity designated below, and to file any amendments,
including post-effective amendments, to this registration statement.
Signature Title Date
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William J. Post President, Chief Executive January 19, 2000
- -------------------------- Officer and Director (Principal
William J. Post Executive Officer)
Michael V. Palmeri Vice President, Finance January 19, 2000
- -------------------------- (Principal Financial Officer)
Michael V. Palmeri
Chris N. Froggatt Vice President and Controller January 19, 2000
- -------------------------- (Principal Accounting Officer)
Chris N. Froggatt
Edward N. Basha, Jr. Director January 19, 2000
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Edward N. Basha, Jr.
Michael L. Gallagher Director January 19, 2000
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Michael L. Gallagher
Pamela Grant Director January 19, 2000
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Pamela Grant
Roy A. Herberger, Jr. Director January 19, 2000
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Roy A. Herberger, Jr.
Martha O. Hesse Director January 19, 2000
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Martha O. Hesse
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William S. Jamieson, Jr. Director January 19, 2000
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William S. Jamieson, Jr.
Humberto S. Lopez Director January 19, 2000
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Humberto S. Lopez
Richard Snell Chairman of the Board of January 19, 2000
- -------------------------- Directors
Richard Snell
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Pinnacle West Capital Corporation Savings Plan has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona, on January 19, 2000.
The Pinnacle West Capital Corporation Savings Plan
By: Administrative Committtee
By: Armando Flores
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Armando Flores, Chairman
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Bylaws
23.1 Consent of Deloitte & Touche LLP
In addition to those Exhibits shown above, the registrant hereby incorporates
the following Exhibits pursuant to Rule 411 of Regulation C promulgated under
the Securities Act of 1933 by reference to the filings set forth below:
Previously Filed Date
Exhibit No. Description as Exhibit File No. Effective
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4.2 Amended and Restated 19.1 to September 1-8962 11/14/88
Certificate of 1988 Form 10-Q
Incorporation Report
4.3 Rights Agreement 4.1 to Form 8-K 1-8962 4/19/99
Report dated
March 22, 1999
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