Registration No. 333- ============================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under the Securities Act of 1933 CTG RESOURCES, INC. (Exact name of registrant as specified in its charter) Connecticut 06-1466463 (State of Incorporation) (I.R.S. Employer Identification Number) 100 Columbus Boulevard Hartford, Connecticut 06103 (Address of principal Executive Offices) CTG RESOURCES, INC. EMPLOYEE SAVINGS PLAN (Full title of the plan) Reginald L. Babcock Vice President - Corporate Services and General Counsel & Secretary 100 Columbus Boulevard Hartford, Connecticut 06103 (203) 727-3459 (Name, address and telephone number of agent for service) ---------------------------------------------- CALCULATION OF REGISTRATION FEE ============================================================================ Proposed Proposed Title of Amount maximum maximum Amount of securities to be offering aggregate registration to be registered(2) price offering fee(3) registered(1) per unit(3) price(3) ---------------------------------------------------------------------------- Common Stock 200,000 shares $21.875 $4,375,000 $1,325.76 ============================================================================ (1) 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. (2) The number of shares of Common Stock of CTG Resources, Inc. being registered represents shares which the Trustee may purchase or otherwise acquire for the account of the employees participating in the CTG Resources, Inc. Employee Savings Plan. (3) In accordance with Rule 457 calculated on the basis of the average of the high and low prices for the Common Stock on the New York Stock Exchange on June 17, 1997. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This registration statement is for the purpose of registering 200,000 additional shares of common stock for use by the CTG Resources, Inc. Employee Savings Plan. In accordance with general instruction E. to FORM S-8, the Company hereby incorporates by reference the Connecticut Natural Gas Corporation's Employee Savings Plan Registration Statement on Form S-8, filed with the Commission on July 20, 1994 (File No. 033-54643), as amended by the CTG Resources, Inc. Post-Effective Amendment No. 1 to the Employee Savings Plan Registration Statement on Form S-8, filed with the Commission on March 31, 1997 (File No. 033-54643-99). ITEM 8. EXHIBITS. The exhibits constituting part of this registration statement are as follows: 99 (i) Exhibit Index 5 (i) Opinion of Murtha, Cullina, Richter and Pinney re: legality 23 (i) Consent of Murtha, Cullina, Richter and Pinney is included in its opinion re: legality. 24 Powers of Attorney authorizing execution of Registration Statement -2- 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 Hartford, State of Connecticut, on this 18th day of June, 1997. CTG Resources, Inc. ------------------------------------ (Registrant) By S/ Victor H. Frauenhofer --------------------------------- Victor H. Frauenhofer Chairman 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 indicated on this 18th day of June, 1997. Signature Title --------- ------ S/ Victor H. Frauenhofer -------------------------- Chairman, Chief Executive (Victor H. Frauenhofer) Officer and Director S/ James P. Bolduc -------------------------- Executive Vice President (James P. Bolduc) and Chief Financial Officer S/ Andrew H. Johnson -------------------------- Treasurer and Chief Accounting (Andrew H. Johnson) Officer S/ R. L. Babcock -------------------------- (R. L. Babcock)* *Attorney-in-Fact for: Bessye W. Bennett, Director James F. English, Director Herman J. Fonteyne, Director Beverly L. Hamilton, Director Harvey S. Levenson, Director Arthur C. Marquardt, Director Denis F. Mullane, Director Richard J. Shima, Director Laurence A. Tanner, Director Michael W. Tomasso, Director -3- The Plan -------- Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hartford, State of Connecticut, on this 18th day of June, 1997. CTG RESOURCES, INC. EMPLOYEE SAVINGS PLAN: CTG RESOURCES, INC. PLAN ADMINISTRATOR S/ James P. Bolduc ---------------------------------- James P. Bolduc Executive Vice President and Chief Financial Officer -4-