-----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, KaYgtQw+NDYNZ4yJ9cq3BLCGenEMBaYHjB2tCJLV0b/n2zn1zhYU5kjoh6doKSo4 +UUeU9ecSN70w9zwkFjk+w== 0000925655-97-000009.txt : 19970924 0000925655-97-000009.hdr.sgml : 19970924 ACCESSION NUMBER: 0000925655-97-000009 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970923 EFFECTIVENESS DATE: 19970923 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIGEN ENERGY CORP CENTRAL INDEX KEY: 0000925655 STANDARD INDUSTRIAL CLASSIFICATION: STEAM & AIR CONDITIONING SUPPLY [4961] IRS NUMBER: 133378939 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-36151 FILM NUMBER: 97684043 BUSINESS ADDRESS: STREET 1: ONE WATER ST CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 9142866600 MAIL ADDRESS: STREET 1: ONE WATER ST CITY: WHITE PLAINS STATE: NY ZIP: 10601 S-8 1 As filed with the Securities and Exchange Commission on September 23, 1997 Registration No. 33-____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRIGEN ENERGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 13-3378939 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) One Water Street 10601 White Plains, New York 10601 (Zip Code) (Address of Principal Executive Offices) 1994 Stock Incentive Plan (Full title of the Plan) EUGENE E. MURPHY Vice President, General Counsel and Secretary One Water Street White Plains, New York 10601 (Name and address of agent for service) (914) 286-6600 (Telephone number, including area code, of agent for service) with copies to: E. WILLIAM BATES, II King & Spalding 120 West 45th Street New York, New York 10036 (212) 556-2100 CALCULATION OF REGISTRATION FEE Title of Proposed maxi- Proposed maximum Amount of securities to Amount to be mum offering aggregate offering registration be registered registered price per unit(1) price(1) fee - ------------------------------------------------------------------------------ Common Stock, 950,000 23.8375 $22,645,625 $6,862.31 $.01 par value - ------------------------------------------------------------------------------ (1) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h) based upon the average of the high and low reported sales price of the Registrant's common stock on the New York Stock Exchange as of September 19, 1997. EXPLANATORY STATEMENT On September 6, 1994, Trigen Energy Corporation filed a Registration Statement on Form S-8 (Registration No. 33-83736) (the "Earlier Registration Statement"). The contents of the Earlier Registration Statement are hereby incorporated by reference into this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. Exhibit Description 5* Opinion of King & Spalding. 10* Amendment No. 1 to 1994 Stock Incentive Plan 23.1* Consent of KPMG Peat Marwick. 23.2* Consent of King & Spalding (included in Exhibit 5). ____________________ * Filed herewith 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 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 White Plains, State of New York on this 23rd day of September, 1997. TRIGEN ENERGY CORPORATION By /s/ Thomas R. Casten Thomas R. Casten Director, President and Chief Executive Officer KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Thomas R. Casten and Mr. Richard E. Kessel, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on September 23, 1997. Signature Title /s/ Thomas R. Casten Director, President and Chief - ----------------------------------- Executive Officer (Principal Thomas R. Casten Executive Officer) /s/ David H. Kelly Vice President--Finance, - ----------------------------------- Chief Financial Officer David H. Kelly /s/ Daniel J. Samela Controller (Principal Accounting - ----------------------------------- Officer) Daniel J. Samela /s/ Richard E. Kessel Director, Executive Vice - ----------------------------------- President, Chief Operating Richard E. Kessel Officer /s/ George F. Keane Director and Chairman of the - ----------------------------------- Board George F. Keane /s/ Philippe Brongniart Director - ----------------------------------- Philippe Brongniart /s/ Dominique Mangin d'Ouince Director - ----------------------------------- Dominique Mangin d'Ouince /s/ Patrick Desnos Director - ------------------------------- Patrick Desnos /s/ Michel Bleitrach Director - ---------------------------------- Michel Bleitrach Francois Faessel Director Michel Cassou Director /s/ Charles E. Bayless Director - ---------------------------------- Charles E. Bayless /s/ Jonathan O'Herron Director - ---------------------------------- Jonathan O'Herron EX-5 2 OPINION OF KING & SPALDING King & Spalding 1185 Avenue of the Americas New York, NY 10036-4003 Telephone: 212/556-2100 September 22, 1997 Trigen Energy Corporation One Water Street White Plains, NY 10601 Re: Form S-8 Registration Statement of Trigen Energy Corporation Dear Gentlemen: We have acted as counsel for Trigen Energy Corporation, a Delaware corporation ("Trigen"), in connection with the preparation of the Registration Statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission relating to 950,000 shares of common stock, $.01 par value, of Trigen (the "Shares") that may be offered or sold by Trigen pursuant to Trigen's 1994 Stock Incentive Plan. As such counsel, we have examined and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for the opinions hereinafter set forth. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to us as certified, conformed or photographic copies, and as to certificates of public officials, we have assumed the same to have been properly given and to be accurate. Based upon the foregoing, we are of the opinion that: 1. Trigen is incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. 2. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Trigen Energy Corporation 1994 Stock Incentive Plan, as amended, will be validly issued, fully paid and nonassessable. We consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, /s/ King & Spalding EX-10 3 AMENDMENT NO. 1 TO 1994 STOCK INCENTIVE PLAN AMENDMENT NO. 1 TO TRIGEN ENERGY CORPORATION 1994 STOCK INCENTIVE PLAN THIS AMENDMENT to the Trigen Energy Corporation 1994 Stock Incentive Plan (the "Stock Plan") is made effective May 14, 1997. The Stock Plan is hereby amended as follows: In line 2 of Section 5(a) of the Stock Plan, delete "1,050,000" and substitute "2,000,000". Other than as set forth above, the Stock Plan shall remain unchanged and in full force and effect. Adopted by the Board of Directors Adopted by the Shareholders on February 24, 1997 on May 14, 1997 EX-23.1 4 CONSENT OF KPMG PEAT MARWICK Independent Accountants' Consent The Board of Directors Trigen Energy Corporation: We consent to the use of our report incorporated herein by reference and to the reference to our firm under the heading "Experts" in the registration statement. Our report refers to the Company's adoption in 1995 of Statement of Financial Accounting Standard No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." /s/ KPMG Peat Marwick LLP Stamford, Connecticut September 17, 1997 -----END PRIVACY-ENHANCED MESSAGE-----