Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VECTREN CORPORATION
(Exact name of Registrant as specified in its charter)
Indiana 35-208-6905
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 N.W. Fourth Street
Evansville, Indiana 47741-0001
(Address of Principal Executive Offices) (Zip Code)
VECTREN CORPORATION AT RISK COMPENSATION PLAN
(Full title of plan)
Ronald E. Christian
Senior Vice President, General Counsel and Secretary
Vectren Corporation
20 N.W. Fourth Street, Evansville, Indiana 47741
(Name and address of agent for service)
Telephone number, including area code, of agent for service: 812-465-5300
CALCULATION OF REGISTRATION FEE
==================================================================================================================
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per aggregate offering registration fee
unit (1) price (1)
-------------------------------------------------------------------------------------------------------------------
Common Stock, without par 4,000,000 (2) $ 21.91 $ 87,640,000 $ 21,910
value per share
Common Share 4,000,000 (2) (3) (3) (3)
Purchase Rights
==================================================================================================================
(1) Estimated in accordance with Rule 457(c) and (h) solely to determine the
registration fee and based on the average of the high and low sales
prices per share of Common Stock of Vectren Corporation as reported on
the New York Stock Exchange on May 16, 2001.
(2) Any additional shares of Common Stock, and the related Common Share
Purchase Rights, to be issued as a result of stock dividends, stock
splits, or similar transactions shall be covered by this Registration
Statement as provided in Rule 416.
(3) Any value attributable to the Common Share Purchase Rights is reflected
in the value of the Common Stock
PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
The document(s) containing information specified by Part I of this Form
S-8 Registration Statement (the "Registration Statement") will be sent or given
to participants in the Vectren Corporation At Risk Plan (the "Plan"), as
specified in Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"1933 Act"). Such document(s) are not being filed with the Commission but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof), a prospectus that
meets the requirements of Section 10(a) of the 1933 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Vectren Corporation (the "Company" or
"Vectren") pursuant to the Securities Exchange Act of 1934 (the "Exchange Act")
are incorporated by reference in this Registration Statement.
o Annual Report on Form 10-K for the year ended December 31, 2000.
o Current Report on Form 8-K filed on January 5, 2001.
o Current Report on Form 8-K filed on January 5, 2001.
o Current Report on Form 8-K filed on January 16, 2001.
o Current Report on Form 8-K filed on January 25, 2001.
o Current Report on Form 8-K filed on January 30, 2001.
o Current Report on Form 8-K filed on February 13, 2001.
o Current Report on Form 8-K filed on March 16, 2001.
o Current Report on Form 8-K filed on March 29, 2001.
o Current Report on Form 8-K filed on April 2, 2001.
o Current Report on Form 8-K filed on April 26, 2001.
o Quarterly Report on Form 10-Q for the quarter ended March 31,
2001.
o Registration Statement on Form 8-A filed on November 16, 1999.
o Registration Statement on Form 8-A filed on November 16, 1999.
All reports and other documents subsequently filed by Vectren 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 hereby
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.
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 Vectren Articles and the Vectren bylaws provide that Vectren will
indemnify any individual who is or was a director or officer of Vectren, or is
or was serving at the request of Vectren as a director, officer, partner or
trustee of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise whether or not for profit,
against liability and expenses, including attorneys fees, incurred by him in any
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, and whether formal or informal, in which he is made or threatened
to be made a party by reason of being or having been in any such capacity, or
arising out of his status as such, except (i) in the case of any action, suit,
or proceeding terminated by judgment, order, or conviction, in relation to
matters as to which he is adjudged to have breached or failed to perform the
duties of his office and the breach or failure to perform constituted willful
misconduct or recklessness; and (ii) in any other situation, in relation to
matters as to which it is found by a majority of a committee composed of all
directors not involved in the matter in controversy (whether or not a quorum)
that the person breached or failed to perform the duties of his office and the
breach or failure to perform constituted willful misconduct or recklessness.
Vectren may pay for or reimburse reasonable expenses incurred by a director or
officer in defending any action, suit, or proceeding in advance of the final
disposition thereof upon receipt of (i) a written affirmation of the director's
or officer's good faith belief that such director or officer has met the
standard of conduct prescribed by Indiana law; and (ii) an undertaking of the
director or officer to repay the amount paid by Vectren if it is ultimately
determined that the director or officer is not entitled to indemnification by
Vectren.
The Vectren Articles and the Vectren bylaws provide that the
indemnification rights described above are in addition any other indemnification
rights a person may have by law or by contract. Vectren expects that employment
agreements with its executive officers will require Vectren to indemnify the
executive officers in accordance with its indemnification policies for its
senior executives, subject to applicable law.
Section 23-1-37 et seq. of the IBCL provides for "mandatory
indemnification," unless limited by the articles, by a corporation against
reasonable expenses incurred by a director who is wholly successful, on the
merits or otherwise, in the defense of any proceeding to which the director was
a party by reason of the director being or having been a director of the
corporation. Section 23-1-37-10 of the IBCL states that a corporation may, in
advance of the final disposition of a proceeding, reimburse reasonable expenses
incurred by a director who is a party to a proceeding if the director furnishes
the corporation with a written affirmation of the director's good faith belief
that the director acted in good faith and reasonably believed the actions were
in the best interest of the corporation if the proceeding is a civil proceeding.
If the proceeding is criminal, the director must furnish a written affirmation
that the director had reasonable cause to believe he or she was acting lawfully
or the director or officer had no reason to believe the action was unlawful. The
director will repay the advance if it is ultimately determined that such
director did not meet the standard of conduct required by the IBCL and that
those making the decision to reimburse the director determine that the facts
then known would not preclude indemnification under the IBCL.
The IBCL permits a corporation to grant indemnification rights in
addition to those provided by statute, limited only by the fiduciary duties of
the directors approving the indemnification and public policies of the State of
Indiana.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
EXHIBIT INDEX
Exhibit Number Description
4.1 Amended and Restated Articles of Incorporation of
Vectren Corporation (Incorporated by reference to
Exhibit 4.1 to Vectren's Current Report on Form 8-K
filed on April 14, 2000)
4.2 Code of By-Laws of Vectren Corporation (Incorporated by
reference to Exhibit 4.2 to Vectren's Form S-3
(Registration No. 333-53930) filed on January 19, 2001)
4.3 Shareholders Rights Agreement dated as of October 21,
1999 between Vectren Corporation and Equiserve Trust
Company, N.A., as Rights Agent (Incorporated by
reference to Exhibit 4 to Vectren's Form S-4
(Registration No. 333-90763) filed on November 12, 1999)
5 Opinion of Barnes and Thornburg
23.1 Consent of Arthur Andersen LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Barnes and Thornburg (included in Exhibit
5)
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;
(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 hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this 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 the undertakings set forth in paragraphs (i) and (ii)
above 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 the Securities and Exchange 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 this 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 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 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.
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
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 Evansville, State of Indiana, on May 18, 2001.
VECTREN CORPORATION
By: /s/ Ronald E. Christian
-------------------------------------------
Ronald E. Christian, Senior Vice
President, Secretary and General Counsel
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.
Signature Title Date
--------- ----- ----
(1) Principal Executive Officer
/s/ Niel C. Ellerbrook Chairman and Chief April 25, 2001
--------------------------------------- Executive Officer
Niel C. Ellerbrook
(2) Principal Financial Officer
/s/ Jerome A. Benkert Executive Vice April 25, 2001
--------------------------------------- President and
Jerome A. Benkert Chief Financial Officer
(3) Principal Accounting Officer
/s/ M. Susan Hardwick Vice President and April 25, 2001
--------------------------------------- Controller
M. Susan Hardwick
(4) A Majority of the Board of Directors
/s/ John M. Dunn Director
---------------------------------------
John M. Dunn
/s/ Niel C. Ellerbrook Director
---------------------------------------
Niel C. Ellerbrook
/s/ John D. Engelbrecht Director
---------------------------------------
John D. Engelbrecht
/s/ Lawrence A. Ferger Director
---------------------------------------
Lawrence A. Ferger
/s/ Anton H. George Director
---------------------------------------
Anton H. George
/s/ Andrew E. Goebel Director April 25, 2001
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Andrew E. Goebel
/s/ Robert L. Koch II Director
---------------------------------------
Robert L. Koch II
/s/ William G. Mays Director
---------------------------------------
William G. Mays
/s/ J. Timothy McGinley Director
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J. Timothy McGinley
/s/ Donald A. Rausch Director
---------------------------------------
Donald A. Rausch
/s/ Richard P. Rechter Director
---------------------------------------
Richard P. Rechter
/s/ Ronald G. Reherman Director
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Ronald G. Reherman
/s/ James C. Shook Director
---------------------------------------
James C. Shook
/s/ Richard W. Shymanski Director
---------------------------------------
Richard W. Shymanski
/s/ Jean L. Wojtowicz Director
---------------------------------------
Jean L. Wojtowicz