As filed with the Securities and Exchange Commission on June 12, 2006
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CH ENERGY GROUP, INC.
(Exact name of Company as specified in its charter)
NEW YORK 14-1804460
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
284 South Avenue
Poughkeepsie, New York 12601-4879
(Address of principal executive offices)
CH ENERGY GROUP, INC.
LONG-TERM EQUITY INCENTIVE PLAN
(Full title of plan)
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LINCOLN E. BLEVEANS
CORPORATE SECRETARY
CH ENERGY GROUP, INC.
284 SOUTH AVENUE
POUGHKEEPSIE, NEW YORK 12601-4879
(845) 452-2000
(Name and address of agent for service)
Copies to:
EILEEN MCCARTHY, ESQ.
THOMPSON HINE LLP
335 MADISON AVENUE, 12fl FL.
NEW YORK, NEW YORK 10017-4611
(212) 344-5680
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed maximum Amount of
securities Amount to be maximum aggregate registration
to be registered registered offer price offering price fee
Common Stock
($.10 par value) 300,000(1) $ 46.16(2) $13,848,000(1) $1,481.74(2)
(1) The number of shares of Common Stock registered herein is subject to
adjustment to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
(2) Pursuant to Rule 457(h), based upon the average of the high and low price of
the Registrant's Common Stock reported on the New York Stock Exchange on June 8,
2006. 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 I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement on Form S-8 is being filed by CH Energy
Group, Inc. (the "Registrant" or the "Corporation") with the Securities and
Exchange Commission ("SEC") for the purpose of registering under the Securities
Act of 1933, as amended (the "Securities Act"), (i) 300,000 shares of Common
Stock, par value $.10 per share, of the Corporation ("Common Stock") for
issuance pursuant to the Corporation's Long-Term Equity Incentive Plan (the
"Plan") and (ii) an indeterminate amount of interests to be offered or sold
pursuant to the Plan.
The document(s) containing the information concerning the Plan
specified in Part I of the instructions to Registration Statement on Form S-8
have been or will be sent or given to the Participants in the Plan, as specified
by Rule 424(b)(1) under the Securities Act. In accordance with the Note to Part
I of the instructions to Registration Statement on Form S-8, such documents are
not filed with the SEC either as part of this Registration Statement or as a
prospectus or prospectus supplement pursuant to Rule 424 under the Securities
Act. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II hereof, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Corporation with the SEC
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference into this Registration Statement and
made a part of this Registration Statement:
1. The Corporation's Annual Report on Form 10-K for the year ended
December 31, 2005.
2. The Corporation's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2006.
3. The Corporation's Current Reports on Form 8-K, and amendments
thereto, filed on June 1, 2006, April 28, 2006, April 24, 2006, April 13, 2006,
April 6, 2006, March 13, 2006, February 16, 2006, February 13, 2006, February 8,
2006 and January 3, 2006.
4. The description of the Corporation's Common Stock contained under
the caption "The Share Exchange--Holding Company Capital Stock" in the Proxy
Statement and Prospectus included in Amendment No. 1 to the Corporation's
Registration Statement on Form S-4 (No. 333-52797), which was declared effective
July 28, 1998.
In addition to the foregoing, all documents subsequently filed by
the Corporation 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 by reference in this
Registration Statement and to be a part hereof from the date of the filing of
such documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
or in any subsequently filed document which is also incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Corporation's Common Stock to be issued under
the Plan will be passed upon for the Corporation by Thompson Hine LLP.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 721 through 726 of the Business Corporation Law of the
State of New York ("BCL") provide for indemnification of the Corporation's
officers and directors under certain conditions and subject to specific
limitations. The BCL permits New York corporations to supplement the statutory
indemnification with additional "non-statutory" indemnification for directors
and officers meeting a specified standard of conduct and to advance to officers
and directors litigation expenses under certain circumstances. As permitted by
the BCL, Article VI of the Corporation's By-Laws provides for indemnification
of, and advancement of litigation expenses incurred by, directors and officers
of the Corporation.
The Corporation has also obtained insurance providing for
indemnification of directors and officers against certain expenses and
liabilities, subject to certain retention and co-insurance provisions. In
addition, the Corporation has entered into agreements with certain of the
officers and directors of the Corporation providing for indemnification for the
liability of officers and directors of the Corporation in excess of losses
indemnified under the Corporation's By-Laws, said insurance policies and/or the
BCL plus $1,000. Such indemnification agreements do not cover acts committed in
bad faith or acts which were the result of active and deliberate dishonesty or
judgments rendered pursuant to Section 16(b) of the Exchange Act.
Furthermore, Article 6 of the Restated Certificate of Incorporation
of the Corporation limits, with certain exceptions, the personal liability of a
director of the Corporation to the Corporation or its shareholders for damage
for any breach of duty in such capacity to the fullest extent permitted by the
BCL.
ITEM 8. LIST OF EXHIBITS
See Exhibit Index.
ITEM 9. UNDERTAKINGS
A. UNDERTAKING TO UPDATE ANNUALLY
The Corporation hereby undertakes:
(1) to file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(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 thereof) which,
individually or in the aggregate, represent a fundamental change in the
information 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) 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 or furnished to the SEC by the Corporation pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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; 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. INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE
The Corporation hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Corporation'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 this 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 Corporation pursuant to the provisions of the Corporation's By-Laws, the
BCL or otherwise, the Corporation has been advised that in the opinion of the
SEC 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
Corporation of expenses incurred or paid by a director, officer or controlling
person of the Corporation 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 Corporation 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation 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 Poughkeepsie, State of New York, on the 12th day
of June, 2006.
CH ENERGY GROUP, INC.
By:/s/ Donna S. Doyle
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Name: Donna S. Doyle
Title: Vice President--Accounting and Controller
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
(a) Principal Executive Officer Chairman of the Board, Chief Executive June 12, 2006
Officer and President
/s/ STEVEN V. LANT
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(Steven V. Lant)
(b) Principal Financial Officer Chief Financial Officer and Treasurer June 12, 2006
/s/ CHRISTOPHER M. CAPONE
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(Christopher M. Capone)
(c) Principal Accounting Officer: Vice President -Accounting and Controller June 12, 2006
/s/ DONNA S. DOYLE
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(Donna S. Doyle)
(d) A majority of Directors: June 12, 2006
Margarita K. Dilley*; Steven M. Fetter*;
Edward F.X. Gallagher*; Stanley J. Grubel*;
Manuel J. Iraola; E. Michael Kruse*; Steven
V. Lant*; Jeffrey D. Tranen*; Ernest R.
Verebelyi, * Directors
By: /s/ DONNA S. DOYLE
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(Donna S. Doyle by power of attorney)
* Donna S. Doyle, by signing her name hereto, does thereby sign this document
for herself and on behalf of the persons named above after whose printed name an
asterisk appears, pursuant to powers of attorney duly executed by such persons
and filed with the SEC as Exhibit 24 hereof.
EXHIBIT INDEX
Following is the list of Exhibits, as required by Item 601 of
Regulation S-K, filed as part of this Registration Statement on Form S-8:
Exhibit No.
Regulation S-K
Item 601
Designation Exhibit Description
3(a) Restated Certificate of Incorporation of CH Energy Group, Inc.
under Section 807 of the Business Corporation Law, previously
filed with the Commission as Exhibit 3(i) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1998 (File No.333-52797) and incorporated herein by reference.
3(b) By-laws of CH Energy Group, Inc., previously filed with the
Commission as Exhibit 99 to the Registrant's Current Report on
Form 8-K of CH Energy Group, Inc. filed on February 16, 2006 (File
No. 333-52797) and incorporated herein by reference.
5 Opinion of Thompson Hine LLP with respect to the legality of the
Common Stock registered hereunder.
10.1 CH Energy Group, Inc. Long-Term Equity Incentive Plan, previously
filed with the Commission as Appendix A to the Registrant's
definitive proxy statement on March 10, 2006 (File No. 333-52797),
for the Annual Meeting held on April 25, 2006 and incorporated
herein by reference.
10.2 Form of Performance Shares Agreement under the CH Energy Group,
Inc. Long-Term Equity Incentive Plan, previously filed
with the Commission as Exhibit 10(iii)(43) to the Registrant's
Form 8-K filed on April 28, 2006 (File No. 333-52797) and
incorporated herein by reference.
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Thompson Hine LLP (included in the opinion filed as
Exhibit No. 5)
24 Powers of Attorney