As filed with the Securities and Exchange Commission on April 25, 2000
File No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOUTHWEST GAS CORPORATION
(Exact name of Registrant as specified in its charter)
California 88-0085720
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5241 Spring Mountain Road
P.O. Box 98510
Las Vegas, Nevada 89193-8510
(Address of principal executive offices) (Zip Code)
SOUTHWEST GAS CORPORATION EMPLOYEES' INVESTMENT PLAN
(Full title of the plan)
GEORGE C. BIEHL
Senior Vice President/Chief Financial Officer & Corporate Secretary
Southwest Gas Corporation
5241 Spring Mountain Road
P.O. Box 98510
Las Vegas, Nevada 89193-8510
(Name and address of agent for service)
(702) 876-7237
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------- ----------------- --------------------- --------------------- --------------
Amount Proposed maximum Proposed maximum Amount of
to be offering price per aggregate registration
Title of securities being registered registered share (3) offering price (3) fee
(1)(2)
- --------------------------------------- ----------------- --------------------- --------------------- --------------
Common Stock ($1 par value)....... 400,000 shares $18.8125 $7,525,000 $1,986.60
======================================= ================= ===================== ===================== ==============
(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 offered or sold pursuant to the employee benefit plan described herein.
(2) The shares of common stock being registered consist of shares to be acquired
by the Trustee pursuant to the plan for the account of participants. Each
share is accompanied by a common share purchase right pursuant to the
Registrant's Rights Agreement, dated February 9, 1999, as amended, with
Harris Trust Company, as Rights Agent.
(3) Pursuant to Rule 457(h), the maximum offering price, per share and in the
aggregate, and the registration fee were calculated based upon the average
of the high and low composite prices of the Common Stock as reported by the
Consolidated Tape Association on April 20, 2000 of $18.8125.
As permitted by Rule 429, the Prospectus with respect to this Registration
Statement also relates to Registrant's Registration Statement on Form S-8
(333-31267).
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part
I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of Southwest Gas Corporation (the "Company")
filed with the Securities and Exchange Commission are incorporated herein by
reference:
(a) Annual Report on Form 10-K for the Company's fiscal year ended
December 31, 1999 and the Southwest Gas Corporation Employees'
Investment Plan Annual Report on Form 11-K for the year ended
December 31, 1998;
(b) Description of the Company's Common Stock contained in its
Registration Statement on Form 8-A filed on June 8, 1979, and any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered 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 herein or in a document,
all or a portion of which is 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 other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or amended, to constitute a part of this Registration Statement.
Item 4. Description of Securities
The Company's Common Stock, $1.00 par value, (the "Common Stock") is
registered pursuant to Section 12 of the Exchange Act, and, therefore, the
description of securities is omitted.
S-1
Item 5. Interests of Named Experts and Counsel
Robert M. Johnson, Esq., as Assistant General Counsel for the Company,
has given an opinion to the Securities and Exchange Commission upon the validity
of the shares of Common Stock registered.
The financial statements incorporated by reference in this Registration
Statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report incorporated by reference in the
Company's Form 10-K for the year ended December 31, 1999, and their report
included in the Southwest Gas Corporation Employees' Investment Plan Annual
Report on Form 11-K for the year ended December 31, 1998, and are included
herein in reliance upon the authority of said firm as experts in accounting and
auditing in giving said reports.
Item 6. Indemnification of Directors and Officers
The Company's Articles of Incorporation contain a provision which
eliminates the liability of directors for monetary damages to the fullest extent
permissible under California law. The General Corporation Law of California (the
"Law") (i) authorizes the elimination of liability of directors for monetary
damages in an action brought by a shareholder in the right of the Company
(referred to herein as a "derivative action") or by the Company for breach of a
director's duties to the Company and its shareholders and (ii) authorizes the
Company to indemnify directors and officers for monetary damages for all acts or
omissions committed by them in their respective capacities; provided, however,
that liability is not limited nor may indemnification be provided for (a) acts
or omissions that involve intentional misconduct or knowing and culpable
violation of law, (b) for acts or omissions that a director or officer believes
to be contrary to the best interests of the Company or its shareholders or that
involve the absence of good faith on the part of a director or officer seeking
indemnification, (c) for any transaction from which a director or officer
derives an improper personal benefit, (d) for acts or omissions that show a
reckless disregard for the director's or officer's duty to the Company or its
shareholders in circumstances in which such person was aware, or should have
been aware, in the ordinary course of performing his or her duties, of a risk of
serious injury to the Company or its shareholders, (e) for acts or omissions
that constitute an unexcused pattern of inattention that amounts to an
abdication of the director's or officer's duty to the Company or its
shareholders, and (f) for liabilities arising under Section 310 (contracts in
which a director has a material financial interest) and Section 316 (certain
unlawful dividends, distributions, loans and guarantees) of the Law. In
addition, the Company may not indemnify directors and officers in circumstances
in which indemnification is expressly prohibited by Section 317 of the Law.
The bylaws of the Company provide that the Company has the power to
indemnify directors and officers to the fullest extent permitted under
California law and the Company's Articles of Incorporation. The Company has
entered into indemnification agreements with its directors and officers which
require that the Company indemnify such directors and officers in all cases to
the fullest extent permitted by applicable provisions of the Law. The Company
also maintains a directors' and officers' liability insurance policy insuring
directors and officers of the Company for covered losses as defined in the
policy.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
5.1 Opinion of Counsel of Southwest regarding legality of the securities
to be registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Counsel of Southwest (included in opinion filed as
Exhibit 5.1 to this Registration Statement)
24.1 Powers of Attorney
- ----------
S-2
In lieu of the opinion of counsel or determination letter contemplated
by Item 601(b)(5) of Regulation S-K, Registrant hereby confirms that it has
submitted the Plan and undertakes that it will submit all amendments thereto to
the Internal Revenue Service (IRS) in a timely manner, and that it has made or
will make all changes required by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code.
Item 9. Undertakings
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, unless the information required to be included
in such post-effective amendment is contained in a periodic report
filed by Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and incorporated herein by reference;
(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 this Registration Statement, unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed by Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 and incorporated herein by
reference;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this 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 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.
The undersigned Registrant hereby further 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 (and each filing of the annual report of the
Plan pursuant to 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.
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.
S-3
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 caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, State of Nevada, on April 21, 2000.
SOUTHWEST GAS CORPORATION
By /s/ MICHAEL O. MAFFIE
-------------------------------------
Michael O. Maffie
President and Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated.
Signature Title Date
--------- ----- ----
/s/ MICHAEL O. MAFFIE Director, President and April 21, 2000
- ------------------------- Chief Executive Officer
(Michael O. Maffie) (Principal Executive Officer)
/s/ GEORGE C. BIEHL Director, Senior Vice President, April 21, 2000
- ------------------------- Chief Financial Officer and
(George C. Biehl) Corporate Secretary
(Principal Financial Officer)
/s/ EDWARD A. JANOV Vice President, Controller and April 21, 2000
- ------------------------- Chief Accounting Officer
(Edward A. Janov) (Principal Accounting Officer)
/s/ MANUEL J. CORTEZ * Director April 21, 2000
- -------------------------
(Manuel J. Cortez)
/s/ LLOYD T. DYER * Director April 21, 2000
- -------------------------
(Lloyd T. Dyer)
/s/ THOMAS Y. HARTLEY * Chairman of the Board April 21, 2000
- ------------------------- of Directors
(Thomas Y. Hartley)
/s/ MICHAEL B. JAGER * Director April 21, 2000
- -------------------------
(Michael B. Jager)
S-4
Signature Title Date
--------- ----- ----
/s/ LEONARD R. JUDD * Director April 21, 2000
- -------------------------
(Leonard R. Judd)
/s/ JAMES J. KROPID * Director April 21, 2000
- -------------------------
(James J. Kropid)
/s/ CAROLYN M. SPARKS * Director April 21, 2000
- -------------------------
(Carolyn M. Sparks)
/s/ ROBERT S. SUNDT * Director April 21, 2000
- -------------------------
(Robert S. Sundt)
/s/ TERRANCE L. WRIGHT * Director April 21, 2000
- -------------------------
(Terrance L. Wright)
* By /s/ GEORGE C. BIEHL
--------------------------
(George C. Biehl)
Attorney-in-fact
S-5
The Plan
Pursuant to the requirements of the Securities Act of 1933, the Southwest
Gas Corporation Employees' Investment Plan Committee has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Las Vegas, State of Nevada, on April 21, 2000.
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
COMMITTEE
/s/ GEORGE C. BIEHL
------------------------
(George C. Biehl)
/s/ JAMES P. KANE
------------------------
(James P. Kane)
/s/ FRED W. COVER
------------------------
(Fred W. Cover)
/s/ THOMAS R. SHEETS
------------------------
(Thomas R. Sheets)
S-6
Exhibit Index
Exhibit
Number Description
--------- -----------------------------------------------------
5.1 Opinion of Counsel of the Company regarding legality of the
securities to be registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Counsel of the Company (included in opinion filed
as Exhibit 5.1 to this Registration Statement)
24.1 Powers of Attorney
EXHIBIT 5.1
April 24, 2000
Southwest Gas Corporation
P.O. Box 98510
Las Vegas, NV 89193-8510
Ladies and Gentlemen:
As counsel for Southwest Gas Corporation (the "Company"), I have examined the
Registration Statement on Form S-8 to be filed by the Company with the
Securities and Exchange Commission, in connection with the registration under
the Securities Act of 1933, as amended, of 400,000 shares of the Company's $1
par value Common Stock (the "Stock") pursuant to the provisions of the Company's
Employees' Investment Plan. I also have examined the steps taken by the Company
and its Board of Directors, in connection with the authorization and proposed
issuance and sale of the Stock; and I am familiar with resolutions adopted by
the Board of Directors of the Company in connection therewith. I am also
familiar with the application filed by the Company with the California Public
Utilities Commission for authority to issue the Stock, and the order issued by
said Commission authorizing the issuance of same.
Based on the foregoing and upon such other matters as I deem relevant in the
circumstances, it is my opinion that the Company has received all required
authorizations from state regulatory agencies having jurisdiction over the
issuance of the Stock by the Company. Subject to the actions
authorized by the Company's Board of Directors being taken, the Stock, upon
issuance and sale thereof in the manner specified in the Registration Statement,
will be duly authorized, legally and validly issued, fully paid, and
nonassessable outstanding Stock of the Company.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement, and I further consent to the use of my name under the caption
"Interests of Named Experts and Counsel" in the Registration Statement and the
Prospectus which forms a part thereof.
Respectfully submitted,
/s/ ROBERT M. JOHNSON
- -------------------------
Robert M. Johnson
Assistant General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 11, 2000,
incorporated by reference in Southwest Gas Corporation's (the "Company") Form
10-K for the year ended December 31, 1999, and our report dated June 22, 1999,
included in the Company's Employees' Investment Plan Annual Report on Form 11-K
for the year ended December 31, 1998, and to all references to our Firm included
in this registration statement on Form S-8.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
April 21, 2000
EXHIBIT 24.1
RESOLUTION TO APPROVE THE ISSUANCE AND
SALE OF COMMON STOCK THROUGH THE DIVIDEND
REINVESTMENT AND STOCK PURCHASE AND
EMPLOYEES' INVESTMENT PLANS
WHEREAS, The Board of Directors of Southwest Gas Corporation (the
"Corporation") has determined that it is in the best interests of this
Corporation to issue and sell up to 1,200,000 shares of its $1 par value common
stock (the "Additional Shares") in accordance with the provisions of its
Dividend Reinvestment and Stock Purchase Plan (the "DRSPP") and its Employees'
Investment Plan (the "EIP"); and
WHEREAS, This Corporation has existing authorization from the
California Public Utilities Commission to issue and sell the contemplated level
of additional shares of common stock through the DRSPP and the EIP;
NOW, THEREFORE, BE IT RESOLVED, That the Board of Directors of this
Corporation authorizes the issuance and sale of the Additional Shares to be sold
from time to time in accordance with the provisions of the DRSPP and the EIP,
subject to first obtaining all required governmental authorizations therefor and
compliance with other terms and conditions as are hereinafter specified in these
resolutions; and
RESOLVED FURTHER, That the President and Chief Executive Officer; the
Senior Vice President, Chief Financial Officer and Corporate Secretary; the Vice
President and Treasurer; the Vice President, Controller and Chief Accounting
Officer; and the Assistant Corporate Secretary (collectively, the "Authorized
Officers" which term shall include such officers, attorneys, agents, and
employees as they may respectively specify) are, and each of them hereby is,
authorized to take such actions and execute such instruments as they deem
necessary and suitable in order to carry out the intent and purpose of these
resolutions and the execution by any such Authorized Officer of any such
instrument, or the undertaking by any of them of any such action, in connection
with the matters specified in these resolutions shall conclusively establish
their authority therefor from this Corporation and the approval and ratification
by this Corporation thereof; and
RESOLVED FURTHER, That the Authorized Officers are, and each of them
hereby is, authorized and directed, to prepare, execute and cause to be filed
with the Securities and Exchange Commission ("SEC") any required registration
statements, and all amendments and supplements thereto, for the purpose of
registering under the federal securities laws, the Additional Shares for
issuance in accordance with the provisions of the DRSPP and the EIP; and
RESOLVED FURTHER, That Michael O. Maffie and George C. Biehl are, and
each of them hereby is, authorized to act severally as attorneys in fact for and
on behalf of this Corporation to execute and file registration statements on the
applicable form or forms and on behalf of this Corporation to execute and file
any and all amendments and/or supplements thereto to be filed by this
Corporation with the SEC under the federal securities laws, for the purpose of
registering the Additional Shares for issuance in accordance with the provisions
of the DRSPP and the EIP; and
RESOLVED FURTHER, That the Authorized Officers are, and each of them
hereby is, authorized in the name and on behalf of this Corporation to prepare
and file, or cause to be prepared and filed, applications for listing the
Additional Shares on the New York Stock Exchange, the Pacific Stock Exchange,
and/or any other stock exchange or exchanges that any of the Authorized Officers
deems appropriate if listing of the Additional Shares is deemed advisable by any
Authorized Officer; and that the Authorized Officers are, and each of them
hereby is, authorized in the name and on behalf of this Corporation to execute
and deliver such applications and any listing agreements or documents required
by any such exchange in connection therewith, and to make such changes in any of
the same as may be necessary or appropriate to conform with the requirements for
listing, and to communicate with and to appear (if requested) before the
officials of any such exchange, and to file, or cause to be filed, amendments or
supplements to any of the foregoing documents and take such other action that
any Authorized Officer deems appropriate; and
RESOLVED FURTHER, That the Additional Shares shall be executed on
behalf of this Corporation by any one or more of the Authorized Officers, under
the corporate seal of this Corporation reproduced or otherwise imprinted
thereon, and shall be attested by this Corporation's Secretary or any of its
Assistant Secretaries; that the signature of each or both of such officers on
the Additional Shares may be manual or facsimile; that the Additional Shares
bearing the manual or facsimile signatures of individuals who were at the time
the proper officers of this Corporation shall bind this Corporation,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of the Additional Shares or did
not hold such offices at the dates of issuance of such shares; and
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RESOLVED FURTHER, That the Authorized Officers are, and each of them
hereby is, authorized to pay any and all expenses and fees arising in connection
with the issuance and sale of the Additional Shares, including, without
limitation, qualification under the Exchange Act or under securities or Blue Sky
laws of any state or other jurisdiction in which such shares are offered, any
listings of the Additional Shares on any exchange and otherwise in connection
with matters contemplated by these resolutions; and
RESOLVED FURTHER, That the Authorized Officers are, and each of them
hereby is, authorized in the name and on behalf of this Corporation to make all
such arrangements, to do and perform all such acts and things, and to execute
and deliver all such officers' certificates, financing documents, and such other
instruments and documents as any Authorized Officer deems necessary or
appropriate in order to fully effectuate the purposes of the foregoing
resolutions and any action taken by this Board; and
RESOLVED FURTHER, That the Authorized Officers are, and each of them
hereby is, authorized and directed on behalf of this Corporation to execute and
deliver, or to cause to be executed and delivered, any and all agreements and
documents necessary to effectuate the foregoing resolutions, with such terms and
such changes therein as the Authorized Officers executing the same approve, with
such approval being conclusively determined by the execution thereof; and
RESOLVED FURTHER, That each of the Authorized Officers is hereby
authorized and directed on behalf of this Corporation to make, or cause to be
made, such filings and to take, or cause to be taken, such other actions as may
be necessary to effectuate the foregoing resolutions; and
RESOLVED FURTHER, That all acts previously taken by each of the
Authorized Officers in order to effectuate the purposes of these resolutions are
hereby confirmed and ratified.
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