-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lmi1/28wCmSNf93p1eSeZASan6QpEf7DY2sCobeQ3E1ieCNVZw5nrvM64aS8Tf86 puchm6oTf3N2q6tYV/Q7lA== 0000896415-97-000087.txt : 19970710 0000896415-97-000087.hdr.sgml : 19970710 ACCESSION NUMBER: 0000896415-97-000087 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970709 EFFECTIVENESS DATE: 19970709 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON EDISON CO CENTRAL INDEX KEY: 0000013372 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 041278810 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-30975 FILM NUMBER: 97638283 BUSINESS ADDRESS: STREET 1: 800 BOYLSTON ST STREET 2: ROOM P 344 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 6174242000 MAIL ADDRESS: STREET 1: 800 BOYLSTON ST STREET 2: ROOM P 344 CITY: BOSTON STATE: MA ZIP: 02199 S-8 1 EMPLOYEE BENEFIT PLAN As filed with the Commission on July 9, 1997 File No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- BOSTON EDISON COMPANY (Exact name of issuer as specified in its charter) Massachusetts 04-1278810 - ------------------------------- ------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 800 Boylston Street Boston, Massachusetts 02199 ------------------------------------------------ (Address of principal executive offices, including zip code) BOSTON EDISON ------------- 1997 Stock Incentive Plan ------------------------- (Full title of the plan) Copy to: Theodora S. Convisser, Clerk Boston Edison Company 800 Boylston Street Boston, MA 02199 (617) 424-2000 --------------------- (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------- Title of Amount Proposed Proposed Amount of Securities to be maximum maximum registration to be registered(1) offering aggregate fee registered price per(2) offering share price(2) - ------------------------------------------------------------------------------------------------------- Common Stock 2,000,000 $ 27.94 $ 55,880,000 $ 16,932.00 par value, $1.00 - -------------------------------------------------------------------------------------------------------
(1) Plus such indeterminate number of additional shares as may be required in the event of a stock dividend, stock split, combination of shares or other change in the capitalization of Boston Edison Company. (2) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) of the basis of the average of the high (28.125) and low (27.75) prices of the (Boston Edison Company) Common Stock, par value $1.00, reported on the New York Stock Exchange on July 7, 1997, which date is within five (5) business days of the filing hereof. -1- Item 3. Incorporation of Documents by Reference. ---------------------------------------- Boston Edison Company (the "Registrant" or the "Company") hereby incorporates the following documents herein by reference: (a) The registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"). (b) The registrant' Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, filed pursuant to the Exchange Act. (c) All other reports filed by the registrant with the Commission pursuant to Section 13(a) or Section 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant's annual report referred to above. (d) The description of the Company's Common Stock, $1.00 par value, contained in the Company's Registration Statement on Form 10 (Registration No. 1-904) in respect of the Company's Common Stock, filed pursuant to Section 12 of the Exchange Act. Item 6. Indemnification of Directors and Officers. ------------------------------------------ The corporation shall, to the extent legally permissible, indemnify each of its directors and officers (including persons who serve at its request as directors, officers, or trustees of another organization in which it has any interest, as a shareholder, creditor or otherwise) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by such person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which such person may be involved or with which such person may be threatened, while in office or thereafter, by reason of such person's being or having been such a director, officer or trustee, except with respect to any matter as to which such person shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the corporation; provided, however, that as to any matter disposed of by a compromise payment by such director or officer, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the corporation after notice that it involves such indemnification: (a) by a disinterested majority of the directors then in office, or (b) by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such director or officer appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of the corporation; or (c) by the holders of a majority of the outstanding stock at the time entitled to vote for directors, voting as a single class, exclusive of any stock owned by any interested director or officer. Each director or officer of the corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account of the corporation, reports made to the corporation by any of its officers or employees or by counsel, accountants, appraisers or other experts or consultants selected with reasonable care by the -2- directors, or upon other records of the corporation. Expenses, including counsel fees, reasonably incurred by any director or officer in connection with the defense or disposition of any such action, suit or other proceeding may be paid from time to time by the corporation in advance of the final disposition thereof upon receipt of an undertaking by such director or officer to repay the amounts so paid by the corporation if it is ultimately determined that indemnification for such expenses is not authorized under this section. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director or officer may be entitled. As used in this section, the terms "director" and "officer" include their respective heirs, executors and administrators, and an "interested" director or officer is one against whom in such capacity the proceedings in question or another proceeding on the same or similar grounds is then pending. Nothing contained in this section shall affect any rights to indemnification to which corporate personnel other than directors and officers may be entitled by contract or otherwise under law. Section 67 of Chapter 156B of the Massachusetts General Laws provides that indemnification of directors and officers may be provided to the extent specified or authorized by the articles of organization or bylaws. The Company has purchased two-part policies of insurance covering directors' and officers' liability and reimbursement of the Company for indemnification of a director or officer. The policies covering directors' and officers' liability provide for payment on behalf of a director or officer of any Loss (defined to include among other things damages, judgments, settlements, costs and expenses) arising from claims against such director or officer by reason of any Wrongful Act (as defined) subject to certain exclusions. -3- Item 8. Exhibits. --------- Exhibit Number - ------ 5. Opinion of Ropes & Gray as to legality of the securities being issues. 15. Letter re: Unaudited Interim. Financial Information. 23.1. Consent of Ropes & Gray (included in its opinion filed as Exhibit 5). 23.2. Consent of Coopers & Lybrand. 24. Power of Attorney. Item 9. Undertakings. ------------- (a) The undersigned Registrant hereby undertakes: (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; (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; and (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 (ii) shall 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 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 herein, 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 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. -4- (c) 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 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 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. -5- SIGNATURES 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 authorized this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston and the Commonwealth of Massachusetts, on this 2nd day of July, 1997. BOSTON EDISON COMPANY By:/s/ JAMES J. JUDGE -------------------- JAMES J. JUDGE Senior Vice President and Treasurer Pursuant to the requirements 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: THOMAS J. MAY, Chairman, President and Chief Executive Officer Principal Financial Officer: JAMES J. JUDGE Senior Vice President and Treasurer Principal Accounting Officer: ROBERT J. WEAFER, JR., Vice President, Controller and Chief Accounting Officer By:/s/ JAMES J. JUDGE -------------------- Directors: JAMES J. JUDGE (as attorney-in-fact and on his own behalf as GARY L. COUNTRYMAN Principal Financial Officer) THOMAS G. DIGNAN, JR. CHARLES K. GIFFORD July 2, 1997 NELSON S. GIFFORD MATINA S. HORNER THOMAS J. MAY SHERRY H. PENNEY HERBERT ROTH, JR. STEPHEN J. SWEENEY -6- EX-99 2 EXHIBIT 5 EXHIBIT 5 Ropes & Gray One International Place Boston, Massachusetts 02110-2624 (617) 951-7000 FAX: (617) 951-7050 WRITER'S DIRECT DIAL NUMBER: (617) 951-7473 WRITER'S E-MAIL ADDRESS: DFINE@ROPESGRAY.COM July 8, 1997 Boston Edison Company 800 Boylston Street Boston, MA 02199 Ladies and Gentlemen: This opinion is furnished to you in connection with a registration statement on Form S-8 and all exhibits thereto (the "Registration Statement"), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of 2,000,000 shares of common stock, $1.00 par value (the "Shares"), of Boston Edison Company, a Massachusetts corporation (the "Company") issuable pursuant to Company's 1997 Stock Incentive Plan (the "Plan"). Under Massachusetts law, approval of the Massachuetts Department of Public Utilities is required in order for the Company to issue the Shares. The Plan provides that shares delivered under the Plan may be authorized but unissued shares, or previously issued shares acquired by the Company, or an independent agent of the Company, in the open market or in private transactions. This opinion relates only to shares of authorized but unissed shares issued in connection with the Plan. We have acted as counsel for the Company and are familiar with the actions taken by the Company in connection with the Plan. For purposes of this opinion we have examined the Registration Statement, the Plan and such other documents, records, certificates and other instruments as we have deemed necessary. Based upon the foregoing, we are of the opinion that, when the Company has received all necessary approvals of the Massachusetts Department of Public utilities and the Shares have been issued and sold and consideration received therefor by the Company all in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable. We hereby consent to your filing this opinion as an exhibit to the Registration Statement and to the use of our name therein. -7- It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. Very truly yours, /s/ ROPES & GRAY Ropes & Gray DAF/kmd:3205092.01 -8- EX-99 3 EXHIBIT 15 EXHIBIT 15 LETTER RE UNAUDITED INTERIM FINANCIAL INFORMATION ---------- Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: Boston Edison Company Registration on Form S-8 We are aware that our report dated May 14, 1997 on our review of the interim financial information of Boston Edison Company as of March 31, 1997 and for the quarter then ended, included in the Company's quarterly report on Form 10-Q, is incorporated by reference in this registration statement. Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a part of the registration statement prepared or certified by us within the meaning of Sections 7 and 11 of the Act. /s/ COOPERS & LYBRAND L.L.P. ---------------------------- COOPERS & LYBRAND LLP Boston, Massachusetts July 2, 1997 -9- EX-99 4 EXHIBIT 23.1 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Boston Edison Company on Form S-8 of our report dated January 23, 1997, on our audits of the consolidated financial statements and financial statement schedules of Boston Edison Company as of December 31, 1996, and 1995 and each of the years in the period ended December 31, 1996, 1995, and 1994 which report is included in the Annual Report on Form 10-K of Boston Edison Company. /s/ COOPERS & LYBRAND L.L.P. ---------------------------- COOPERS & LYBRAND LLP Boston, Massachusetts July 2, 1997 -10- EX-99 5 EXHIBIT 24 EXHIBIT 24 POWER OF ATTORNEY We, the undersigned officers and directors of Boston Edison Company, hereby severally constitute Thomas J. May, James J. Judge, and Douglas S. Horan and each of them singly, our true and lawful attorneys, with full power to them and each of them to sign for us, and in our names in the capacities indicated below, the registration statement on Form S-8 and any and all amendments thereto filed or to be filed with the Securities and Exchange Commission for the purpose of registering the Common Stock of the Company to be issued pursuant to the Boston Edison Company Performance Share Plan, hereby ratifying and confirming our signatures as they may be signed by our said attorneys to said registration statement and any and all amendments thereto. Witness our hands and common seal on the respective dates set forth below. /s/ THOMAS J. MAY Chairman of the Board, June 26, 1997 - --------------------------- President and Chief THOMAS J. MAY Executive Officer and Director /s/ JAMES J. JUDGE Senior Vice President and June 26, 1997 - --------------------------- Treasurer JAMES J. JUDGE /s/ ROBERT J. WEAFER, JR. Vice President, Controller June 26, 1997 - --------------------------- and Chief Accounting Officer ROBERT J. WEAFER, JR. /s/ GARY L. COUNTRYMAN Director June 26, 1997 - --------------------------- GARY L. COUNTRYMAN /s/ THOMAS G. DIGNAN, JR. Director June 26, 1997 - ---------------------------- THOMAS G. DIGNAN, JR. /s/ CHARLES K. GIFFORD Director June 26, 1997 - ---------------------------- CHARLES K. GIFFORD /s/ NELSON S. GIFFORD Director June 26, 1997 - ---------------------------- NELSON S. GIFFORD -11- /s/ MATINA S. HORNER Director June 26, 1997 - ---------------------------- MATINA S. HORNER /s/ SHERRY H. PENNEY Director June 26, 1997 - ---------------------------- SHERRY H. PENNEY /s/ HERBERT ROTH, JR. Director June 26, 1997 - ---------------------------- HERBERT ROTH, JR. /s/ STEPEHN J. SWEENEY Director June 26, 1997 - ---------------------------- STEPHEN J. SWEENEY -12- -----END PRIVACY-ENHANCED MESSAGE-----