As filed with the Securities and Exchange Commission on June 11, 2002.
Registration No. 333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
----------------
THE LACLEDE GROUP, INC.
720 Olive Street
St. Louis, Missouri 63101
(Exact name of Registrant as specified in its charter)
(Address of Principal Executive Offices)
Missouri 74-2976504
(State of Incorporation) (I.R.S. Employer Identification No.)
LACLEDE GAS COMPANY SALARY DEFERRAL SAVINGS PLAN
(Full Title of the Plan)
D. H. Yaeger, G. T. McNeive, Jr., or M. C. Kullman
720 Olive Street, St. Louis, Missouri 63101
314-342-0500
(Address, including zip code, and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(1)(2)(3) Official Price per Share (4) Aggregate Offering Price(4) Registration Fee
---------------- ------------------- ---------------------------- --------------------------- ----------------
Common Stock 2,500,000 shares $23.53 $58,825,000 $5,411.90
$1 per share par
value (2)
-------------------------------------------------------------------------------------------------------------------------
---------------------
(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) This registration statement relates to the registration of additional
securities under the employee benefit plan described herein. The
shares being registered are in addition to the 500,000 shares, including
related plan interests, currently registered under Registration Statement
No. 33-38413.
(3) Also being registered are 3,000,000 preferred share purchase rights to
accompany the shares of Common Stock being registered.
(4) Calculated in accordance with Rule 457(h), upon the basis of the average
of the high and low prices reported on the New York Stock Exchange on
June 7, 2002.
Part I
Information required in the Section 10(a) prospectus
The documents containing information specified in Part I of this
Form S-8 registration statement have been or will be sent or given to
participants in the Plan as specified in Rule 428(b)(1) under the Securities
Act of 1933. Such documents are not being filed with the Securities and
Exchange Commission but constitutes (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
Securities Act.
Part II
Information not required in prospectus
Item 3. Incorporation of Documents by Reference
The Laclede Group, Inc. files annual, quarterly and current reports,
proxy statement and other information with the Securities and Exchange
Commission. Prior to The Laclede Group, Inc. becoming the holding company
for Laclede Gas, reports were filed by Laclede Gas under the name "Laclede
Gas Company."
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we filed with them, which means that we can
disclose important information to you by referring you to those documents.
The information incorporated by reference is considered to be part of this
registration statement, and later information that we file with the
Securities and Exchange Commission will automatically update and supersede
this information. We incorporate by reference the documents listed below and
any future filings made with the Securities and Exchange Commission under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until all of the shares under the plan have been issued:
o The Laclede Group's annual report on Form 10-K for the year
ended September 30, 2001
o The Laclede Group's quarterly reports on Form 10-Q for the
quarters ended December 31, 2001 and March 31, 2002
o The Laclede Group's Current Reports on Form 8-K filed
October 1, 2001, October 25, 2001, December 12, 2001,
December 13, 2001, December 14, 2001, January 24, 2002,
February 20, 2002, May 6, 2002 and May 29, 2002
o Laclede Gas Company Salary Deferral Savings Plan's annual
report on Form 11-K for the year ended September 30, 2001
o Description of the common stock of The Laclede Group, Inc.
contained in its registration statement on Form S-4 (No.
333-48794) incorporated into its Form 8-A effective October 1,
2001 registering its common stock under the
1
Securities Exchange Act of 1934, including any amendment or
report updating such description.
o Description of the preferred share purchase rights included in
The Laclede Group's Form 8-A effective October 1, 2001
registering its preferred share purchase rights under the
Securities Exchange Act of 1934, including any amendments on
report updating such descriptions.
Item 4. Description of securities
Not applicable.
Item 5. Item of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of directors and officers
Section 351.355 of The General and Business Corporation Law of
Missouri provides as follows:
351.355.1. A corporation created under the laws of this state may
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit, or proceeding,
whether civil, criminal, administrative or investigative, other than an
action by or in the right of the corporation, by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit, or
proceeding if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination
of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not act in good faith
and in a manner which he or she reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.
2. The corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses, including attorneys' fees, and amounts paid in settlement
actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he or she acted
2
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation; except that no
indemnification shall be made in respect of any claim, issues or matter as
to which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his or her duty to the corporation unless
and only to the extent that the court in which the action or suit was
brought determines upon application that, despite the adjudication of
liability and in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses which the
court shall deem proper.
3. Except as otherwise provided in the articles of incorporation or
the bylaws, to the extent that director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in subsections 1 and 2 of this
section, or in defense of any claim, issue or matter therein, he or she
shall be indemnified against expenses, including attorneys' fees, actually
and reasonably incurred by him or her in connection with the action, suit,
or proceeding.
4. Any indemnification under subsections 1 and 2 of this section,
unless ordered by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
this section. The determination shall be made by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to
the action, suit, or proceeding, or if such a quorum is not obtainable, or
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or by the shareholders.
5. Expenses incurred in defending a civil or criminal action, suit
or proceeding may be paid by the corporation in advance of the final
disposition of the action, suit, or proceeding as authorized by the board of
directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he or she is entitled to be
indemnified by the corporation as authorized in this section.
6. The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under the articles of incorporation or bylaws or any agreement,
vote of shareholders or disinterested directors or otherwise, both as to
action in his or her official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a person.
7. A corporation created under the laws of this state shall have
the power to give any further indemnity, in addition to the indemnity
authorized or contemplated under other subsections of this section,
including subsection 6, to any person who is or was a director, officer,
employee or agent, or to any person who is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation,
3
partnership, joint venture, trust or other enterprise, provided such further
indemnity is either (i) authorized, directed, or provided for in the
articles of incorporation of the corporation or any duly adopted amendment
thereof or (ii) is authorized, directed, or provided for in any bylaw or
agreement of the corporation which has been adopted by a vote of the
shareholders of the corporation, and provided further that no such indemnity
shall indemnify any person from or on account of such person's conduct which
was finally adjudged to have been knowingly fraudulent, deliberately
dishonest or willful misconduct. Nothing in this subsection shall be deemed
to limit the power of the corporation under subsection 6 of this section to
enact bylaws or to enter into agreements without shareholder adoption of the
same.
8. The corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him and incurred by him or her in any such capacity, or arising out
of his or her status as such, whether or not the corporation would have the
power to indemnify him or her against such liability under the provisions of
this section.
9. Any provision of this chapter to the contrary notwithstanding,
the provisions of this section shall apply to all existing and new domestic
corporations, including but not limited to banks, trust companies, insurance
companies, building and loan associations, savings bank and safe deposit
companies, mortgage loan companies, corporations formed for benevolent,
religious, scientific or educational purposes and nonprofit corporations.
10. For the purpose of this section, references to "THE
CORPORATION" include all constituent corporations absorbed in a
consolidation or merger as well as the resulting or surviving corporation so
that any person who is or was a director, officer, employee or agent of such
a constituent corporation or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this section with respect
to the resulting or surviving corporation as he or she would if he or she
had served the resulting or surviving corporation in the same capacity.
11. For purposes of this section, the term "OTHER ENTERPRISE" shall
include employee benefit plans; the term "FINES" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and the
term "SERVING AT THE REQUEST OF THE CORPORATION" shall include any service
as a director, officer, employee or agent of the corporation which imposes
duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he or
she reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to
in this section.
4
The Registrant's Articles provide that it shall indemnify
each of its directors and officers to the full extent permitted by the
Indemnification Statute and, in addition, shall indemnify each of them
against all expenses incurred in connection with any claim by reason of the
act that such director or officer is or was, serving the Registrant, or at
its request, in any of the capacities referred to in the Indemnification
Statute, or arising out of such person's status in any such capacity,
provided that the Registrant shall not indemnify any person from or on
account of such person's conduct that was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct, or to
the extent that such indemnification shall otherwise be finally adjudged to
be prohibited by applicable law.
The Registrant has also entered into indemnification agreements
with each of its directors and officers that (1) provide for the
indemnification of each such director and officer to the extent provided for
by the Articles as described above and (2) state that the indemnification
provided thereunder shall survive the elimination or modification of the
Articles with respect to claims that have arisen prior to such elimination
or modification.
The Registrant has obtained insurance protecting the officers and
directors against certain liabilities.
The rights of indemnification provided for above are not exclusive
of any other rights of indemnification to which the persons seeking
indemnification may be entitled under the Registrant's Articles or Bylaws or
any agreement, vote of stockholders or disinterested directors, or
otherwise.
Item 7. Exemption from registration claimed.
Not applicable.
Item 8. Exhibits
An opinion of counsel is not being filed since the securities
registered are not original issuance securities and the Plan (and any
amendment thereto) has been (and will be) submitted to the Internal Revenue
Service in a timely manner and has (and will) make all changes required by
the Internal Revenue Service in order to maintain the Plan's qualified
status.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(a) (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;
5
(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 Securities and
Exchange Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20% 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 (a)(1)(i) and (a)(1)(ii) of this section
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 the 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.
(h) 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 provisions described under Item 6 above,
or otherwise, the registrant has been
6
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.
7
Signatures
The Registrant
Pursuant to the requirements of the Securities Act of 1933, The
Laclede Group, Inc., 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 on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized in the City of
St. Louis, on the 10th day of June, 2002.
The Laclede Group, Inc.
(Registrant)
By: /s/ Douglas H. Yaeger
-------------------------------
Douglas H. Yaeger
Chairman, President and Chief
Executive Officer
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Principal executive officer and director:
/s/ Douglas H. Yaeger Chairman, President and June 10, 2002
-------------------------------- Chief Executive Officer and
Douglas H. Yaeger Director
Principal financial and accounting officer:
/s/ Gerald T. McNeive, Jr. Senior Vice President June 10, 2002
-------------------------------- Finance and General Counsel
Gerald T. McNeive, Jr.
* Director June 10, 2002
--------------------------------
(A. B. Craig, III)
* Director June 10, 2002
--------------------------------
(H. Givens, Jr.)
8
* Director June 10, 2002
--------------------------------
(C. R. Holman)
* Director June 10, 2002
--------------------------------
(R. C. Jaudes)
* Director June 10, 2002
--------------------------------
(W. S. Maritz)
* Director June 10, 2002
--------------------------------
(W. E. Nasser)
* Director June 10, 2002
--------------------------------
(R. P. Stupp)
* Director June 10, 2002
--------------------------------
(M. A. Van Lokeren)
By: /s/ Mary C. Kullman
----------------------------
Mary C. Kullman
Attorney-In-Fact
9
The Plan
Pursuant to the requirements of the Securities Act of 1933, the
Plan Administrator has duly caused this Registration Statement to be signed
on its behalf by the undersigned thereunto duly authorized, in the City of
St. Louis, on the 10th day of June, 2002.
The Laclede Gas Company Salary Deferral
Savings Plan
By: /s/ Ronald L. Krutzman
--------------------------------------
10
EXHIBIT INDEX
Exhibit
Number
------
4(a) Articles of Incorporation of the Registrant (incorporated by reference
to Appendix B to the Proxy Statement and Prospectus in Part I of the
Registration Statement on Form S-4 of the Registrant (Reg.
No. 333-48794 filed on October 27, 2000))
4(b) Bylaws of the Registrant (incorporated by reference to Appendix C
to the Proxy Statement and Prospectus in Part I of the Registration
Statement on Form S-4 of the Registrant (Reg. No. 333-48794
filed on October 27, 2000))
4(c) Amendment to bylaws of registrant (incorporated by reference to
Exhibit 3.5 to Form 8-K filed May 29, 2002, file no. 1-16681).
23(a) Consent of Deloitte & Touche LLP
24 Power of Attorney
11