As filed with the Securities and Exchange Commission on July 18, 2002
SECURITIES AND EXCHANGE COMMISSION |
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Form S-8 |
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PEPCO HOLDINGS, INC. |
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Delaware (State or other jurisdiction of incorporation) |
52-2297449 (I.R.S. Employer Identification No.) |
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Washington, D.C. 20068 (Address, including zip code, of registrant's principal executive offices) |
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Conectiv Savings and Investment Plan |
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Ellen Sheriff Rogers (Name, address and telephone number, including area code, of agent for service) |
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Title of Securities to |
Amount to Be |
Proposed Maximum |
Proposed Maximum |
Amount of |
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Common Stock, |
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(1) |
Includes pursuant to Rule 416(c) under the Securities Act of 1933, as amended ("1933 Act"), an indeterminate amount of plan participation interests. |
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(2) |
Pursuant to Rule 416(a) under the 1933 Act, the number of shares of Common Stock registered hereby is subject to adjustment to prevent dilution by reason of any stock dividend, stock split, recapitalization or similar transaction that results in an increase in the number of outstanding shares of Common Stock. |
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(3) |
Calculated in accordance with Rule 457(h) under the 1933 Act based on the average of the high and low sales prices per share of the common stock of Potomac Electric Power Company ("Pepco") on July 15, 2002, as reported by the New York Stock Exchange ("NYSE"), which Pepco common stock. In connection with the merger of Pepco and Conectiv, each share of Pepco common stock will be exchanged for one share of Common Stock. |
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference. |
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The following documents filed by Pepco Holdings, Inc. (the "Registrant"), Potomac Electric Power Company ("Pepco"), Conectiv, the Conectiv Savings and Investment Plan or the Atlantic Electric 401(k) Savings and Investment Plan-B with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"), are incorporated in this Registration Statement by reference: |
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(a) |
The Annual Report on Form 10-K of the Registrant for the year ended December 31, 2001; |
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(b) |
The Quarterly Report on Form 10-Q of the Registrant for the quarter ended March 31, 2002; |
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(c) |
The Current Reports on Form 8-K and 8-K/A of the Registrant, dated May 31, 2002, June 7, 2002, July 3, 2002 and July 18, 2002; |
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(d) |
The Annual Report on Form 10-K of Pepco for the year ended December 31, 2001; |
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(e) |
The Quarterly Report on Form 10-Q of Pepco for the quarter ended March 31, 2002; |
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(f) |
The Current Reports on Form 8-K of Pepco, dated January 24, 2002, January 25, 2002, January 25, 2002, April 25, 2002 and May 31, 2002; |
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(g) |
The Annual Report on Form 10-K of Conectiv for the year ended December 31, 2001; |
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(h) |
The Quarterly Report on Form 10-Q of Conectiv for the quarter ended March 31, 2002; |
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(i) |
The Current Reports on Form 8-K of Conectiv, dated January 31, 2002, April 2, 2002, June 7, 2002 and July 18, 2002; |
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(j) |
The Annual Report on Form 11-K of the Conectiv Savings and Investment Plan for the fiscal year ended December 30, 2001; |
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(k) |
The Annual Report on Form 11-K of the Atlantic Electric 401(k) Savings and Investment Plan B for the fiscal year ended December 30, 2001; and |
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(l) |
The description of the Common Stock set forth in the Registrant's Registration Statement on Form 8-A filed on August 7, 2001, pursuant to Section 12 of the 1934 Act, including any amendments or reports updating such description; |
All documents filed by the Registrant, Pepco, Conectiv, and the respective Plans pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act on or subsequent to the date of this Registration
Statement and (i) in the case of the Registrant and the respective Plans, prior to the filing of a post-
effective amendment that indicates that all securities offered hereby have been sold or that deregisters all
securities then remaining unsold, (ii) and in the case of Pepco and Conectiv, prior to the Merger, shall be
deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference in
this Registration Statement shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this Registration Statement or in any
other subsequently filed document that also is or is deemed to be incorporated by reference in this
Registration Statement 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.
The consolidated financial statements of the Registrant included in the Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, have been audited by PricewaterhouseCoopers
LLP, independent accountants, as stated in their report, which is incorporated herein by reference, and
have been so incorporated in reliance upon the report of PricewaterhouseCoopers LLP given upon their
authority as experts in accounting and auditing.
Item 8. |
Exhibits. |
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Exhibit No. |
Description of Exhibits |
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4.1 |
Certificate of Incorporation of the Registrant * |
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4.2 |
Bylaws of the Registrant * |
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5 |
Opinion of William T. Torgerson, Esq. ** |
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15 |
Letter re unaudited financial information of Pepco** |
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23.1 |
Consent of PricewaterhouseCoopers LLP with respect to the financial statements of the Registrant and Pepco ** |
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23.2 |
Consent of PricewaterhouseCoopers LLP with respect to the financial statements of Conectiv and the Plans** |
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23.3 |
Consent of William T. Torgerson, Esq. (included in Exhibit No. 5) |
* Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001.
** Filed herewith.
Item 9. Undertakings. |
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(a) |
The Registrant hereby undertakes: |
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement |
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(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 this Registration Statement; and |
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(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; |
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PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(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 by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement; |
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(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; and |
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(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. |
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(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 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. |
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(c) |
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "1933 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 1933 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 1933 Act and will be governed by the final adjudication of such issue. |
SIGNATURES |
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The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant |
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PEPCO HOLDINGS, INC. |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been |
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Signature |
Title |
Date |
The Plan: Pursuant to the requirements of the Securities Act of 1933, the Plan Administrator of thePlans has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Wilmington, State of Delaware, on July 18, 2002. |
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CONECTIV SAVINGS AND INVESTMENT PLAN |
Exhibit No. |
Description of Exhibits |
5. |
Opinion of William T. Torgerson, Esq. |
15 |
Letter re unaudited financial information of Pepco |
23.1 |
Consent of PricewaterhouseCoopers LLP with respect to the financial statements of the Registrant and Pepco; |
23.2 |
Consent of PricewaterhouseCoopers LLP with respect to the financial statements of Conectiv and the Plans; |
23.3 |
Consent of William T. Torgerson, Esq. (included in Exhibit No. 5) |