-----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, StZwL4o2QhXBJwIazwMOxFXraglooA90ExPLW5F8Un4n8XuDsINWSKj5/8wVAzgl XlrhWUQhZw1fjfLfT2SlHg== 0000310103-99-000020.txt : 19990820 0000310103-99-000020.hdr.sgml : 19990820 ACCESSION NUMBER: 0000310103-99-000020 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990819 EFFECTIVENESS DATE: 19990819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONNECTICUT ENERGY CORP CENTRAL INDEX KEY: 0000310103 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 060869582 STATE OF INCORPORATION: CT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-85587 FILM NUMBER: 99696256 BUSINESS ADDRESS: STREET 1: 855 MAIN STREET CITY: BRIDGEPORT STATE: CT ZIP: 06604 BUSINESS PHONE: 8007607776 MAIL ADDRESS: STREET 1: 855 MAIN ST CITY: BRIDGEPORT STATE: CT ZIP: 06604 S-8 1 NO. 33-________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- CONNECTICUT ENERGY CORPORATION (Exact name of issuer as specified in its charter) CONNECTICUT 06-0869582 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 855 MAIN STREET BRIDGEPORT, CONNECTICUT 06604 (Address of Principal Executive Offices) (Zip Code) THE SOUTHERN CONNECTICUT GAS COMPANY TARGET PLAN (Full title of the Plan) Samuel W. Bowlby, Esquire Connecticut Energy Corporation 855 Main Street Bridgeport, Connecticut 06604 (Name and Address of Agent for Service) (203) 382-8111 (Telephone number, including area code, of Agent for Service) CALCULATION OF REGISTRATION FEE Title of Proposed Proposed Securities Maximum Maximum to be Amount to be Offering Price Aggregate Amount of Registered Registered Per Share* Price* Registration Fee Common Stock, Par Value $1.00 Per Share 1,000,000 shares N/A $37.66 $10,469 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 plans described herein. * Estimated for purposes of calculation of the registration fee pursuant to Rule 457(c) and based upon an average of the high and low prices that the Common Stock of Connecticut Energy Corporation was sold for on the New York Stock Exchange on August 17, 1999. ---------------------------------------------------------- This Registration Statement shall become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933 and Rule 462 promulgated thereunder. PART I. Information Required in the Registration Statement ITEM 1. Pursuant to General Instruction E of Form S-8, the Registrant is hereby registering an additional 1,000,000 shares of Common Stock, par value $1/share relative to The Southern Connecticut Gas Company Target Plan, or its predecessor plan(s) on File No. 33-39245, together with Post-Effective Amendments Nos. 1 and 2 to File No. 33-39245, (the "Plan"). In connection with such registration, the Plan is hereby incorporated by reference into this Registration Statement for the purpose of registering such additional securities of the same class. ITEM 2. EXHIBITS 5. The opinion of Tyler Cooper & Alcorn, dated July 27, 1999, with respect to the legality of the issuance of Common Stock being offered pursuant hereto. 23.1 Consent of PricewaterhouseCoopers LLP dated August 17,1999. 23.2 Consent of Tyler Cooper & Alcorn (incorporated by reference to Exhibit 5. to this Registration Statement) 24. Manually signed copies of Powers of Attorney authorizing the signing of the Registration Statement and amendments hereto on behalf of the Company's directors and officers. SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act, 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 Bridgeport, State of Connecticut, on the 19th day of August, 1999. CONNECTICUT ENERGY CORPORATION (Registrant) By /s/ Carol A. Forest Carol A. Forest Its duly authorized Vice President, Finance, CFO and Assistant Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signatures Title Date _*_________________ Chairman, President, Chief August 19, 1999 J. R. Crespo* Executive Officer and Director (Principal Executive Officer) _*__________________ Vice President, Finance August 19, 1999 Carol A. Forest* and Chief Financial Officer (Principal Financial and Accounting Officer) _*__________________ Director August 19, 1999 Henry Chauncey, Jr.* _*___________________ Director August 19, 1999 James P. Comer, M.D.* _*___________________ Director August 19, 1999 Richard F. Freeman* _*___________________ Director August 19, 1999 Richard M. Hoyt* _*___________________ Director August 19, 1999 Newman M. Marsilius* _*___________________ Director August 19, 1999 Samuel M. Sugden* _*___________________ Director August 19, 1999 Christopher D. Turner* *By /s/ Carol A. Forest Carol A. Forest, as Attorney-in-Fact THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the Trustee of the Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bridgeport, State of Connecticut, as of August 10, 1999. MERRILL LYNCH as Trustee of The Southern Connecticut Gas Company Target Plan By /s/ Keith Morgan Its Vice President EX-5 2 Opinion of Counsel Board of Directors Connecticut Energy Corporation 855 Main Street Bridgeport, Connecticut 06604 Re: Registration Statement on Form S-8 Dear Sirs and Mesdames: We have acted as counsel for Connecticut Energy Corporation (the "Company") in connection with the Company's registration of 1,000,000 additional shares of Common Stock (the "Securities") to be offered or sold to the Company's employees pursuant to the Southern Connecticut Gas Company Target Plan. We have examined and are familiar with the originals or copies, certified or otherwise identified to our satisfaction, of pertinent documents, corporate records and other instruments relating to the issuance of the Securities and other actions and proceedings relating thereto. In rendering this opinion, we have assumed that there will be no change in applicable law between the date of this opinion and the date of issuance of the Securities proposed to be issued and offered or sold by the Company as described in a Registration Statement on Form S-8 filed on or about the date hereof with the Securities and Exchange Commission (the"Registration Statement"). Based upon the foregoing, we are of the opinion that the Securities proposed to be issued and offered or sold by the Company, when issued and offered or sold as described in the Registration Statement, will be legally issued, fully paid and nonassessable. The opinions expressed herein are only as to matters governed by the corporate laws of the State of Connecticut and United States federal law. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption "Legal Matters" in the Prospectus which forms a part of the Registration Statement. Very truly yours, TYLER COOPER & ALCORN, LLP BY: /s/ Joseph C. Lee Joseph C. Lee A Partner EX-23.1 3 Consent of Independent Accountants We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated October 30, 1998 relating to the financial statements, which appears on page 41 of the Annual Report to Shareholders of Connecticut Energy Corporation, which is incorporated by reference in Connecticut Energy Corporation's Annual Report on Form 10-K for the year ended September 30, 1998. We also consent to the incorporation by reference of our report dated October 30, 1998 on the financial statement schedules, which appears on page 21 of such Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP Hartford, CT August 17, 1999 EX-24 4 POWER OF ATTORNEY We, the undersigned officers and directors of CONNECTICUT ENERGY CORPORATION, hereby severally constitute Samuel W. Bowlby and Carol A. Forest, and each of them singly, our true and lawful attorneys with full power of substitution, to sign for us and in our names in the capacities listed below, the Registration Statement on Form S-8 filed herewith and any and all amendments to said Registration Statement, and generally to do all such things in our names and behalf in our capacities as officers or directors to enable CONNECTICUT ENERGY CORPORATION to comply with the provisions of the Securities Act of 1933, as amended, all requirements of the Securities and Exchange Commission, and all requirements of any other applicable law or regulation, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto, including post-effective amendments. SIGNATURE TITLE DATE /s/ Henry Chauncey, Jr. Director April 27, 1999 Henry Chauncey, Jr /s/ James P. Comer, M.D Director April 27, 1999 James P. Comer, M.D /s/ Richard F. Freeman Director April 27, 1999 Richard F. Freeman /s/ Newman M. Marsilius Director April 27, 1999 Newman M. Marsilius /s/ Samuel M. Sugden Director April 27, 1999 Samuel M. Sugden /s/ Christopher D. Turner Director April 27, 1999 Christopher D. Turner /s/ J. R. Crespo Director, Chairman of the April 27, 1999 J. R. Crespo Board, President and Chief Executive Officer /s/ Samuel W. Bowlby Vice President, April 27, 1999 Samuel W. Bowlby General Counsel And Secretary /s/ Carol A. Forest Vice President, Finance April 27, 1999 Carol A. Forest CFO, Treasurer and Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----