S-8 POS 1 dereg-401k.htm POST EFFECTIVE AMENDMENT TO FORM S-8 UNITED STATES

                       As filed with the Securities and Exchange Commission on August 13, 2002
                                                                                                                
Registration No.  333-51068
                                                                                                                                                                                                               

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

post-effective Amendment No. 1
to
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
                                        

CONECTIV
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)

51-0377417
(I.R.S. Employer
Identification No.)

                                        
800 King Street
Wilmington, DE 19801
(Address, including zip code, of registrant's principal executive offices)
                                        

Savings & Investment Plan
(Full title of plans)
                                        

Ellen Sheriff Rogers
Secretary
Conectiv
701 Ninth Street, N.W.
Washington, D.C. 20068
(202) 872-3526

(Name, address and telephone number, including area code, of agent for service)

            This Post-Effective Amendment No. 1 is being filed to amend the registration statement
(the "Registration Statement") on Form S-8 (File No. 333-51068), pursuant to which Conectiv
(the "Registrant") registered 300,000 shares of its common stock, $.01 par value ("Conectiv
Common Stock"), and an indeterminate amount of plan interests, for offer and sale pursuant to
its Savings & Investment Plan (the "Plan").

            On August 1, 2002, in accordance with an Agreement and Plan of Merger, dated as of
February 9, 2001, among the Registrant, New RC, Inc., now named Pepco Holdings, Inc. ("Pepco
Holdings"), and Potomac Electric Power Company ("Pepco"), the Registrant and Pepco
combined their businesses by merging with acquisition subsidiaries of Pepco Holdings (the
"Merger"). As a result of the Merger, the Registrant and Pepco each have become subsidiaries of
Pepco Holdings and the outstanding shares of Conectiv Common Stock and Conectiv Class A
Common Stock were converted into the right to receive cash and/or shares of Pepco Holdings
common stock. In connection with the Merger, the Plan was amended to eliminate the Conectiv
stock fund as an investment alternative.

            In accordance with its undertaking in the Registration Statement to remove from
registration, by means of a post-effective amendment, any of the registered securities that remain
unsold at the termination of the offering, the Registrant hereby amends the Registration
Statement to remove from registration all shares of Conectiv Common Stock and plan interests
that remained unsold under the Plan at the time of the Merger.

 

 

SIGNATURES

    The Registrant. 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 this Post- Effective Amendment No. 1 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 Wilmington, Delaware, on the 13th day of August, 2002.

CONECTIV



By:    T.S. SHAW                                       
         Thomas S. Shaw
         President and Chief Operating Officer


     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following person in the capacities indicated.

Signature


JOHN M. DERRICK, JR.                 

    John M. Derrick, Jr.

Title


Chairman of the Board and Chief Executive Officer

Date


August 13, 2002


T.S. SHAW                                      
    Thomas S. Shaw

President and Chief Operating Officer (principal executive officer)


August 13, 2002


JAMES P. LAVIN                            
    James P. Lavin

Senior Vice President and Chief Financial Officer (principal financial and accounting officer)


August 13, 2002


D.R. WRAASE                                 
    Dennis R. Wraase


Director



August 13, 2002


WILLIAM T. TORGERSON            
    William T. Torgerson


Director



August 13, 2002


A.W. WILLIAMS                               
    Andrew W. Williams


Director




August 13, 2002

The Plan: Pursuant to the requirements of the Securities Act of 1933, the Plan Administrator of the Plan has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Wilmington, Delaware, on August 13, 2002.

                                                        

CONECTIV SAVINGS & INVESTMENT PLAN

            
CONECTIV, AS PLAN ADMINISTRATOR


            By:    T.S. SHAW                                       
                     Thomas S. Shaw
                      President and Chief Operating Officer