sus8_100909.htm

S-8 1 sus8_100909.htm SU FORM S-8 10-09-09 STOCK & INCENTIVE PLAN sus8_100909.htm

As filed with the Securities and Exchange Commission on November 5, 2009

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SOUTHERN UNION COMPANY

(Exact name of Registrant as specified in its Charter)

Delaware 75-0571592

(State or other Jurisdiction of (I.R.S. Employer

Incorporation or Organization) Identification No.)

5444 Westheimer Road

Houston, Texas 77056

(713) 989-2000

(Address of Principal Executive Offices)

Southern Union Company Third Amended and Restated

2003 Stock and Incentive Plan

(Full title of the Plan)

Copy to:

Robert M. Kerrigan, III Seth M. Warner, Esq.

Vice President, Assistant General Counsel & Secretary Locke Lord Bissell & Liddell LLP

5444 Westheimer Road 401 9th St., N.W., Suite 400 South

Houston, Texas 77056 Washington, DC 20004

(713) 989-7816 (202) 220-6900

(Name, address and telephone number, including area code,

of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer T Accelerated filer ⁪ Non-accelerated filer ⁪ Smaller reporting company ⁪

(Do not check if a smaller

reporting company)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee (2)
Common Stock, $1.00 par value	2,000,000 shares	$19.41	$38,820,000	$2,167

DC1 25785v.1

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares of common stock as may be issued by reason of

stock splits, stock dividends or similar transactions.

(2)	This amount was calculated in accordance with Rule 457(c) of the Securities Act and based on the average of the high and low sale prices of the Registrant’s common stock as reported on the New York Stock Exchange on November 3, 2009.

The prospectus included in this Registration Statement is a combined prospectus that also relates to an aggregate of 7,000,000 shares of common stock previously registered under the Registrant’s registration statement on Form S-8 filed on February 5, 2004 (File No. 333-112527) and 2,000,000 shares of common stock previously registered under the Registrant’s registration statement on Form S-8 filed on November 8, 2006 (File No. 333-138524).

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering 2,000,000 shares of Southern Union Company common stock, par value $1.00 per share, authorized for issuance pursuant to the Southern Union Company Third Amended and Restated 2003 Stock and Incentive Plan (the “Plan”). These shares represent additional shares that have become authorized for issuance as a result of the adoption of amendments to the Plan approved by Southern Union’s board of directors and stockholders.

INCORPORATION BY REFERENCE

Pursuant to General Instruction E to Form S-8, the contents of registration statements on Form S-8 (File Nos. 333-138524 and 333-112527) previously filed by Southern Union Company with respect to shares of its common stock offered pursuant to the Plan are hereby incorporated by reference herein, and the opinions and consents listed below are filed herewith.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

EXHIBITS

Item 8. Exhibits.

Exhibit No. Description

4.1 Third Amended and Restated 2003 Stock and Incentive Plan (Filed as Appendix I to Southern Union Company's proxy statement on schedule 14A filed on April 16, 2009 and incorporated herein by reference)

5.1 Opinion of Locke Lord Bissell & Liddell, LLP

23.1 Consent of PricewaterhouseCoopers LLP

23.2 Consent of PricewaterhouseCoopers LLP

23.3 Consent of Locke Lord Bissell & Liddell, LLP (included in Exhibit 5 hereto)

24.1 Power of Attorney

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets 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, on November 5, 2009.

SOUTHERN UNION COMPANY

By: /s/ George L. Lindemann*

George L. Lindemann

Chairman of the Board and Chief Executive

Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on November 5, 2009.

Signature/Name Title

/s/ George L. Lindemann* Chairman of the Board and Chief Executive Officer

George L. Lindemann (Principal Executive Officer)

/s/ Richard N. Marshall* Senior Vice President and Chief Financial Officer

Richard N. Marshall (Principal Financial Officer)

/s/ George E. Aldrich* Senior Vice President and Controller

George E. Aldrich (Chief Accounting Officer)

/s/ Michal Barzuza* Director

Michal Barzuza

/s/ David Brodsky* Director

David Brodsky

/s/ Frank W. Denius* Director

Frank W. Denius

/s/ Kurt A. Gitter, M.D.* Director

Kurt A. Gitter, M.D.

/s/ Eric D. Herschmann * Director

Eric D. Herschmann

/s/ Herbert H. Jacobi* Director

Herbert H. Jacobi

/s/ Thomas N. McCarter, III* Director

Thomas N. McCarter, III

/s/ George Rountree, III* Director

George Rountree, III

/s/ Allan D. Scherer* Director

Allan D. Scherer
_____________________

* pursuant to power of attorney

By: /s/ Robert M. Kerrigan, III Vice President, Assistant General Counsel & Secretary

Robert M. Kerrigan, III Attorney-in-fact

EXHIBIT INDEX

Exhibit

Number Description

5.1 Opinion of Locke Lord Bissell & Liddell, LLP

23.1 Consent of PricewaterhouseCoopers LLP

23.2 Consent of PricewaterhouseCoopers LLP

23.3 Consent of Locke Lord Bissell & Liddell, LLP (included in Exhibit 5 hereto)

24.1 Power of Attorney