As filed with the Securities and Exchange Commission on November 5, 2009
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOUTHERN UNION COMPANY
(Exact name of Registrant as specified in its Charter)
Delaware
75-0571592
(State
or other Jurisdiction of (I.R.S.
Employer
Incorporation
or Organization) Identification
No.)
5444 Westheimer Road
Houston, Texas 77056
(713) 989-2000
(Address of Principal Executive Offices)
Southern Union Company Third Amended and Restated
2003 Stock and Incentive Plan
(Full title of the Plan)
Copy to:
Robert M. Kerrigan, III Seth
M. Warner, Esq.
Vice
President, Assistant General Counsel & Secretary Locke Lord Bissell & Liddell LLP
5444 Westheimer Road 401 9
th
St.,
N.W., Suite 400 South
Houston, Texas 77056 Washington,
DC 20004
(713) 989-7816 (202)
220-6900
(Name,
address and telephone number, including area code,
of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
T
Accelerated
filer
Non-accelerated filer
Smaller
reporting company
(Do not check if a smaller
reporting
company)
CALCULATION OF REGISTRATION FEE
Title of securities to be registered
|
Amount to be
registered (1)
|
Proposed maximum
offering price per
share (2)
|
Proposed maximum
aggregate offering
price (2)
|
Amount of
registration fee (2)
|
Common Stock, $1.00 par value
|
2,000,000 shares
|
$19.41
|
$38,820,000
|
$2,167
|
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares of common stock as may be issued by reason of
stock splits, stock dividends or similar transactions.
(2)
|
This amount was calculated in accordance with Rule 457(c) of the Securities Act and based on the average of the high and low sale prices of the Registrant’s common stock as reported on the New York Stock Exchange on November 3, 2009.
|
The prospectus included in this Registration Statement is a combined prospectus that also relates to an aggregate of 7,000,000 shares of common stock previously registered under the Registrant’s registration statement on Form S-8 filed on February 5, 2004 (File No. 333-112527) and 2,000,000 shares of common stock previously registered
under the Registrant’s registration statement on Form S-8 filed on November 8, 2006 (File No. 333-138524).
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering 2,000,000 shares of Southern Union Company common stock, par value $1.00 per share, authorized for issuance pursuant to the Southern Union Company Third Amended and Restated 2003 Stock and Incentive Plan (the “Plan”). These shares represent
additional shares that have become authorized for issuance as a result of the adoption of amendments to the Plan approved by Southern Union’s board of directors and stockholders.
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of registration statements on Form
S-8 (File Nos. 333-138524 and 333-112527) previously filed by Southern Union Company with respect to shares of its common stock offered pursuant to the Plan
are hereby incorporated by reference herein, and the opinions and consents listed below are filed herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXHIBITS
Item 8. Exhibits.
Exhibit No.
Description
4.1 Third Amended and Restated 2003 Stock and Incentive Plan (Filed as Appendix I to Southern Union Company's proxy statement on schedule 14A filed on April 16, 2009 and
incorporated herein by reference)
5.1 Opinion of Locke Lord Bissell & Liddell, LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Locke Lord Bissell & Liddell, LLP (included in Exhibit 5 hereto)
24.1 Power of Attorney
SIGNATURES
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 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, on November 5, 2009.
SOUTHERN UNION COMPANY
By:
/s/
George L. Lindemann*
George L. Lindemann
Chairman of the Board and Chief Executive
Officer
(Principal Executive 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 indicated on November 5, 2009.
Signature/Name
Title
/s/ George L. Lindemann*
Chairman of the Board and Chief Executive Officer
George L. Lindemann
(Principal Executive Officer)
/s/ Richard N. Marshall*
Senior
Vice President and Chief Financial Officer
Richard N. Marshall
(Principal Financial Officer)
/s/ George E. Aldrich*
Senior Vice President and Controller
George E. Aldrich
(Chief Accounting Officer)
/s/ Michal Barzuza*
Director
Michal Barzuza
/s/ David Brodsky*
Director
David Brodsky
/s/ Frank W. Denius*
Director
Frank W. Denius
/s/ Kurt A. Gitter, M.D.*
Director
Kurt A. Gitter, M.D.
/s/ Eric D. Herschmann *
Director
Eric D. Herschmann
/s/ Herbert H. Jacobi*
Director
Herbert H. Jacobi
/s/ Thomas N. McCarter, III*
Director
Thomas N. McCarter, III
/s/ George Rountree, III*
Director
George Rountree, III
/s/ Allan D. Scherer*
Director
Allan D. Scherer
_____________________
* pursuant to power of attorney
By:
/s/ Robert M. Kerrigan, III
Vice President, Assistant General Counsel & Secretary
Robert M. Kerrigan, III
Attorney-in-fact
EXHIBIT INDEX
Exhibit
Number
Description
5.1 Opinion of Locke Lord Bissell & Liddell, LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Locke Lord Bissell & Liddell, LLP (included in Exhibit 5 hereto)
24.1 Power of Attorney