sr-s8.htm

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

The documents containing information specified in Part I will be delivered in accordance with Rule 428(b) under the Securities Act of 1933 (the “Securities Act”). Such documents need not be filed with the Securities and Exchange Commission (the “Commission”), either as part of this registration statement or as prospectuses or prospectus supplements 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 of this registration statement, taken together, constitute a prospectus that meets the requirement of Section 10(a) of the Securities Act.

The following documents are hereby incorporated by reference in, and shall be deemed to be a part of, this registration statement:

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) (other than Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of such form), prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby 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 filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein, as the case may be, 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 Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Under the Plan, eligible employees, officers and directors of the Registrant may defer a portion of their eligible compensation, including phantom stock payable solely in cash. The Registrant’s obligations ultimately to pay such deferred amounts in accordance with the Plan (the “Obligations”) will be unsecured general obligations of the Registrant and will rank without preference with other unsecured and unsubordinated indebtedness of the Registrant from time to time outstanding.

The Plan is intended to be an unfunded plan maintained primarily to provide deferred compensation benefits for “a select group of management or highly compensated employees” within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and therefore to be exempt from Parts 2, 3 and 4 of Title I of ERISA. The Plan also is intended to be a nonqualified deferred compensation plan subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Amounts deferred under the Plan will be credited by book entry to the applicable participant’s account under the Plan. The value of a participant’s Plan account will be based on the amounts contributed and the performance of investment benchmarks selected by the participant under the Plan, except for deferrals of phantom stock which are deemed invested in a hypothetical Registrant stock fund, for purposes of accounting (as if the deferred compensation had been so invested) and not for actual investment. Since no participant accounts actually will be invested in any investment benchmark fund or security, participants will not have any ownership interest in any investment benchmark fund or security. The Registrant may, at its discretion, establish one or more grantor trusts for the purpose of providing for payment of benefits under the Plan. Any such trust may be irrevocable, but the assets thereof are subject to the claims of the Registrant’s creditors.

The Registrant is responsible for the day-to-day administration of the Plan, subject to the oversight of the Registrant’s Compensation Committee. The Registrant has the right to interpret the Plan and determine all other matters that might arise under the terms and conditions of the Plan, including who is eligible to participate. A participant’s right or the right of any other person to the Obligations cannot be transferred, pledged, or encumbered (subject to the beneficiary designation provisions applicable under the Plan).

The amount of compensation to be deferred by each participant is determined in accordance with the Plan based on irrevocable participant elections. Generally, Obligations will be payable at the participant’s election either in a lump sum or in annual installments, and may begin at termination of employment or on a date or dates elected by the participant.

The Registrant’s board of directors has authority to amend or terminate the Plan at any time. However, the Plan may not be terminated and payments accelerated contrary to the requirements of Section 409A of the Code.

The opinion of counsel as to the legality of the securities that may be issued under each Plan is given by Mark C. Darrell, Senior Vice President, General Counsel and Chief Compliance Officer for the Registrant. Mr. Darrell owns shares of the Registrant’s common stock and is eligible to participate in the Plan.

The General and Business Corporation Law of Missouri provides that a 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, suit, or proceeding 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, 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. However, a corporation may not indemnify such a person against judgments and fines, and no person shall be indemnified as to any claim, issue 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 the person is fairly and reasonably entitled to indemnity for proper expenses.

Missouri law also provides that, to the extent that a director, officer, employee or agent of the corporation has been successful in defense of any such action, suit, or proceeding or of any claim, issue or matter therein, he or she shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the action, suit, or proceeding.

The statute also provides that a corporation may provide additional indemnification to any person indemnifiable as described above, provided such additional indemnification is authorized by the corporation’s articles of incorporation or a shareholder-approved bylaw or agreement, and provided further that no person shall be indemnified against conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

The Registrant’s Articles of Incorporation provide that it shall indemnify each of its directors and officers to the full extent permitted by The General and Business Corporation Law of Missouri 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 General and Business Corporation Law of Missouri, 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’s Articles of Incorporation also allow it to indemnify any other person as permitted by The General and Business Corporation Law of Missouri.

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 Registrant’s articles of incorporation as described above and (2) state that the indemnification provided thereunder shall survive the elimination or modification of the Registrant’s Articles of Incorporation with respect to claims that have arisen prior to such elimination or modification.

The Registrant’s Articles of Incorporation further provide that no present or former director shall be personally liable to the Registrant or its shareholders for monetary damages for breach of fiduciary duty as a director other than (i) for any breach of the director’s duty of loyalty to the Registrant or its shareholders, (ii) for acts or omissions not in subjective good faith or that involve intentional misconduct or a knowing violation of law, (iii) for the payment of an illegal dividend as provided in Section 351.345 of The General and Business Corporation Law of Missouri, or (iv) for any transaction from which the director derived an improper personal benefit. To the extent that The General and Business Corporation Law of Missouri is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Registrant shall be eliminated or limited to the full extent permitted by The General and Business Corporation Law of Missouri as so amended.

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 of Incorporation or bylaws or any agreement, vote of shareholders or disinterested directors, or otherwise.

The following documents are filed as part of this registration statement or incorporated by reference herein:

(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;

(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 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-8, 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 Exchange Act that are incorporated by reference in the 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.

(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, each filing of the Registrant’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 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.

(c)Insofar as indemnification for liabilities arising under the Securities Act 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 advised that in the opinion of the Commission 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 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 Securities Act and will be governed by the final adjudication of such issue.

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 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 St. Louis, State of Missouri, on May 10, 2019.

Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and dates indicated.


Signature		Title	Date

*		Director, President, and Chief Executive Officer	May 10, 2019
Suzanne Sitherwood		(Principal Executive Officer)

/s/ Steven P. Rasche		Executive Vice President and Chief Financial Officer	May 10, 2019
Steven P. Rasche		(Principal Financial and Accounting Officer)

*		Chairman of the Board	May 10, 2019
Edward L. Glotzbach

*		Director	May 10, 2019
Mark A. Borer

*		Director	May 10, 2019
Maria V. Fogarty

*		Director	May 10, 2019
Rob L. Jones

*		Director	May 10, 2019
Brenda D. Newberry

*		Director	May 10, 2019
John P. Stupp, Jr.

*		Director	May 10, 2019
Mary Ann Van Lokeren

* By:	/s/ Steven P. Rasche
	Steven P. Rasche, Attorney-in-Fact

Missouri		74-2976504
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
700 Market Street St. Louis, Missouri		63101
(Address of Principal Executive Offices)		(Zip Code)

	Large accelerated filer ☑	Accelerated filer ☐
	Non-accelerated filer ☐	Smaller reporting company ☐
		Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

SEC Filings (File No. 1-16681)	Period/Date
Annual Report on Form 10-K	Year ended September 30, 2018
Quarterly Reports on Form 10-Q	Quarters ended December 31, 2018 and March 31, 2019
Current Reports on Form 8-K Current Report on Form 8-K/A	November 6, 2018, November 14, 2018, November 15, 2018, February 5, 2019 and February 6, 2019 February 5, 2019


Exhibit No.		Description
4.1		Articles of Incorporation of Spire Inc., as amended, effective as of April 28, 2016, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed May 3, 2016 (File No. 1-16681), and incorporated herein by reference
4.2		Bylaws of Spire Inc., as amended, effective as of April 28, 2016, filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed May 3, 2016 (File No. 1-16681), and incorporated herein by reference
5.1*		Opinion of Mark C. Darrell
5.2*		Opinion of Akin Gump Strauss Hauer & Feld LLP
10.1		Spire Deferred Income Plan (Amended and Restated Effective January 1, 2019), filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2019 (File No. 1-16681), and incorporated herein by reference
23.1*		Consent of Independent Registered Public Accounting Firm
23.2*		Consent of Mark C. Darrell (contained in Exhibit 5.1)
23.3*		Consent of Akin Gump Strauss Hauer & Feld LLP (contained in Exhibit 5.2)
24.1*		Power of Attorney


(1)	Represents unsecured obligations of Spire Inc. (the “Registrant”) to pay up to $75,000,000 of deferred compensation in accordance with the terms of the Spire Deferred Income Plan (the “Plan”).
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act.


SPIRE INC.
By:	/s/ Steven P. Rasche
	Steven P. Rasche Executive Vice President and Chief Financial Officer