-----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, Can0kvuuE0YjMrhSHhdNKM2uHooGvadWXmQN94qIlYIWwpkXxGC1VcAtCxjVKOvf vXrkygzBY8He5ha6USVljw== 0000072741-04-000186.txt : 20041217 0000072741-04-000186.hdr.sgml : 20041217 20041217102958 ACCESSION NUMBER: 0000072741-04-000186 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20041217 DATE AS OF CHANGE: 20041217 EFFECTIVENESS DATE: 20041217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST UTILITIES CENTRAL INDEX KEY: 0000072741 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 042147929 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-121364 FILM NUMBER: 041210103 BUSINESS ADDRESS: STREET 1: ONE FEDERAL STREET STREET 2: BUILDING 111-4 CITY: SPRINGFIELD STATE: MA ZIP: 01105 BUSINESS PHONE: 8606655000 MAIL ADDRESS: STREET 1: 107 SELDEN ST CITY: BERLIN STATE: CT ZIP: 06037-1616 FORMER COMPANY: FORMER CONFORMED NAME: NORTHEAST UTILITIES SYSTEM DATE OF NAME CHANGE: 19961121 S-8 1 s8401kplan121504.txt NU S-8 121704 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 Northeast Utilities (Exact name of registrant as specified in its charter) Massachusetts 04-2147929 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) One Federal Street, Building 111-4 Springfield, Massachusetts 01105 (Address of Principal Executive Offices) (Zip Code) Northeast Utilities Service Company 401K Plan (Full Title of the Plan) John H. Forsgren Vice Chairman, Executive Vice President and Chief Financial Officer Northeast Utilities 107 Selden Street Berlin, Connecticut 06037 860-665-5000 (Name, address, including zip code, and telephone number, including area code, of agent for service) Calculation of Registration Fee Proposed Proposed Title of Amount maximum maximum Amount securities to be offering aggregate of registered registered price per offering registration (1) unit (2) price fee (3) Common 10,000,000 $17.76 $177,600,000.00 $20,903.52 Shares, par value $5.00 1. 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 sold or offered pursuant to the employee benefit plan(s) described herein. 2. Represents the fair market value of the common shares on December 13, 2004, based on the average of the high and low sale price reported by the Wall Street Journal as Composite Transactions for such date. 3. $117.70 per $1 million of maximum aggregate offering price. INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8 This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of Northeast Utilities (the Registrant) on Form S-8 relating to the same employee benefit plan is effective. The contents of the following Registration Statement on Form S-8 of the Registrant filed with the Securities and Exchange Commission is hereby incorporated by reference: File No. 33-63023, as amended. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT. Item 8. Exhibits. The following Exhibits are filed as a part of this Registration Statement: Exhibit No. Description 5 Not required - the Registrant has, in accordance with the provisions of Form S-8, submitted the Northeast Utilities Service Company 401K Plan, and undertakes to submit any amendment thereto, to the Internal Revenue Service ("IRS") in a timely manner and will make all changes required by the IRS in order to qualify the plan. 15 Letter of Deloitte & Touche LLP to Northeast Utilities re: unaudited interim financial information. 23 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. SIGNATURES (The Registrant) 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 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 Town of Berlin, and State of Connecticut, on this 16th day of December, 2004. NORTHEAST UTILITIES By /s/John H. Forsgren Vice Chairman, Executive Vice President and Chief Financial 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 and on the dates indicated. Each person whose signature appears below hereby constitutes and appoints Gregory B. Butler and Jeffrey C. Miller, and each of them singly, his or her true and lawful attorneys, with full power to each such attorney to sign for such person in his or her name, in the capacities indicated below, any and all amendments to this registration statement, hereby ratifying and confirming his or her signature as it may be signed by said attorneys to any and all amendments to said registration statement. Signature Title Date /s/Charles W. Shivery, Trustee, Chairman of December 16, 2004 Principal Executive the Board, President Officer and Chief Executive Officer /s/John H. Forsgren, Trustee, Vice Chairman, December 16, 2004 Principal Financial Executive Vice President Officer and Chief Financial Officer /s/John P. Stack, Vice President-Accounting December 16, 2004 Principal Accounting and Controller Officer /s/Richard H. Booth Trustee December 16, 2004 /s/Cotton Mather Cleveland Trustee December 16, 2004 /s/Sanford Cloud, Jr. Trustee December 16, 2004 /s/James F. Cordes Trustee December 16, 2004 /s/E. Gail de Planque Trustee December 16, 2004 /s/John G. Graham Trustee December 16, 2004 /s/Elizabeth T. Trustee December 16, 2004 Kennan /s/Robert E. Trustee December 16, 2004 Patricelli /s/John F. Swope Trustee December 16, 2004 (The Plan) Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Berlin, and State of Connecticut, on this 16th day of December, 2004. NORTHEAST UTILITIES SERVICE COMPANY 401K PLAN By /s/Jean M. LaVecchia Plan Administrator EX-15 2 exh15awareltr121604.txt EXHIBIT 15 121604 EXHIBIT 15 Deloitte & Touche LLP City Place 1, 33rd Floor 185 Asylum Street Hartford, CT 06103-3402 USA Tel: + 860 280 3000 Fax: +1 860 280 3051 www.deloitte.com December 16, 2004 Northeast Utilities 107 Selden Street Berlin, CT 06037 We have made a review, in accordance with the standards of the Public Company Accounting Oversight Board (United States), of the unaudited interim financial information of Northeast Utilities and subsidiaries for the periods ended March 31, 2004 and 2003, June 30, 2004 and 2003 and September 30, 2004 and 2003, and have issued our report dated May 7, 2004, and as indicated in our reports August 6, 2004, and November 5, 2004, respectively; because we did not perform an audit, we expressed no opinion on that information. We are aware that our reports referred to above, which were included in your Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004, are being used in this Registration Statement. We also are aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act of 1933, are not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. /s/ Deloitte & Touche LLP EX-23 3 exhibit23consent121604.txt EXHIBIT 23 121604 AUD. CONSENT EXHIBIT 23 Deloitte & Touche LLP City Place 1, 33rd Floor 185 Asylum Street Hartford, CT 06103-3402 USA Tel: + 860 280 3000 Fax: +1 860 280 3051 www.deloitte.com CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement of Northeast Utilities on Form S-8 of our report dated February 23, 2004 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended, effective January 1, 2001, the adoption in 2002 of SFAS No. 142, "Goodwill and Other Intangible Assets"and the adoption in 2003 of Emerging Issues Task Force (EITF) Issue 03-11, Reporting Realized Gains and Losses on Derivative Instruments that are Subject to FASB Statement No. 133 and not "Held for Trading Purposes" as Defined in Issue 02-3 and of FASB Interpretation No. 46, Consolidation of Variable Interest Entities) appearing in and incorporated by reference in the Annual Report on Form 10-K of Northeast Utilities for the year ended December 31, 2003 and to the incorporation by reference of our report dated June 25, 2004, appearing in the Annual Report on Form 11-K of Northeast Utilities Service Company 401k Plan for the year ended December 31, 2003. /s/ Deloitte & Touche LLP Hartford, Connecticut December 16, 2004 -----END PRIVACY-ENHANCED MESSAGE-----