As filed with the Securities and Exchange Commission on March 18, 2002
Registration No. 333-_____
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
PUGET ENERGY, INC.
(Exact name of registrant as specified in its charter)
Washington 91-1969407
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
411 - 108th Avenue N.E.
Bellevue, Washington 98004-5515
(425) 454-6363
(Address, including zip code, and telephone number,
including area code of principal executive offices)
NONQUALIFIED STOCK OPTION GRANT NOTICE/AGREEMENT (GRANTED JANUARY 7, 2002)
NONQUALIFIED STOCK OPTION GRANT NOTICE/AGREEMENT (GRANTED JANUARY 7, 2002)
(Full title of the plans)
STEPHEN A. MCKEON
Senior Vice President - Finance and Legal
Chief Financial Officer
Puget Energy, Inc.
411 - 108th Avenue N.E.
Bellevue, Washington 98004-5515
(425) 454-6363
(Name, address and telephone number, including area code, of agent for service)
----------------------
Copies to:
ANDREW BOR
Perkins Coie LLP
1201 Third Avenue, Suite 4800
Seattle, Washington 98101-3099
(206) 583-8888
----------------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Amount to Proposed Maximum Proposed Maximum Amount of
Be Offering Price Per Aggregate Offering Registration Fee
Title of Securities to be Registered Registered Share (2) Price (2)
(1)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share, 110,000 $ 22.51 $ 2,476,100 $ 228
subject to the Nonqualified Stock Option
Grant Notice/Agreement (granted January 7,
2002).........................................
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share, 150,000 $ 22.51 $ 3,376,500 $ 311
subject to the Nonqualified Stock Option
Grant Notice/Agreement (granted January 7,
2002).........................................
------------------------------------------------------------------------------------------------------------------------------------
TOTAL..................................... 260,000 $ 22.51 $ 5,852,600 $ 539
------------------------------------------------------------------------------------------------------------------------------------
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the stock option agreements as the result of any future stock split, stock
dividend, spin-off, combination or exchange of shares, recapitalization,
merger, consolidation, distribution to shareholders other than a normal
cash dividend or similar adjustment to the Registrant's outstanding Common
Stock.
(2) Computed pursuant to Rule 457(h) under the Securities Act of 1933, as
amended. The maximum offering price per share and the registration fee are
calculated based upon the price at which each of the options may be
exercised, which is $22.51 per share.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference in this Registration
Statement:
(a) Annual Report on Form 10-K for the year ended December 31, 2001,
filed by Puget Energy, Inc. (the "Registrant") on March 14, 2002, which contains
audited financial statements for the most recent fiscal year for which such
statements have been filed.
(b) The description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form S-4 (No. 333-77491) filed on April
30, 1999, including any amendments or reports filed for the purpose of updating
such description.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 2001.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date hereof, and prior to the filing of a
post-effective amendment which indicates that the securities offered hereby have
been sold or which deregisters the securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act (the "WBCA") authorize a court to award, or a corporation's
board of directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). Article 11 of the Registrant's restated articles of
incorporation and Section 6 of the Registrant's bylaws provides for
indemnification of the Registrant's directors and officers to the maximum extent
permitted by Washington law.
Section 23B.08.320 of the WBCA authorizes a corporation to limit a
director's personal liability to the corporation or its shareholders for
monetary damages for conduct as a director, except in certain circumstances
involving intentional misconduct, knowing violations of law or illegal corporate
loans or distributions, or any transaction from which the director personally
receives a benefit in money, property or services to which the director is not
legally entitled. Article 10 of the Registrant's restated articles of
incorporation contains provisions implementing, to the fullest extent permitted
by Washington law, such limitations on a director's liability to the Registrant
and its shareholders.
II-1
Officers and directors of the Registrant are covered by insurance (with
certain exceptions and certain limitations) that indemnifies them against losses
and liabilities arising from certain alleged "wrongful acts," including alleged
errors or misstatements, or certain other alleged wrongful acts or omissions
constituting neglect or breach of duty.
The above discussion of the WBCA and the bylaws and articles of
incorporation is not intended to be exhaustive and is qualified in its entirety
by reference to such statute, the bylaws and the articles of incorporation.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Exhibit
Number Description
------- -----------------------------------------------------------------
5.1 Opinion of Perkins Coie LLP regarding legality of the Common
Stock being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Perkins Coie LLP (included in opinion filed as Exhibit
5.1)
24.1 Power of Attorney (see signature page)
99.1 Nonqualified Stock Option Grant Notice/Agreement (Granted January
7, 2002)
99.2 Nonqualified Stock Option Grant Notice/Agreement (Granted January
7, 2002)
Item 9. UNDERTAKINGS
A. 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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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; and
(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;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
-------- -------
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
II-2
(2) That, for the purpose of determining any liability under the Securities
Act, 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 that which remain unsold at the termination
of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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.
C. Insofar as indemnification for liabilities arising under the Securities Act
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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Bellevue, State of Washington, on the 7th day of
March, 2002.
PUGET ENERGY, INC.
By: /s/ Stephen P. Reynolds
-------------------------------------
Stephen P. Reynolds
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below authorizes James W. Eldredge or
Stephen A. McKeon, or either of them, as attorneys-in-fact with full power of
substitution, to execute in the name and on the behalf of each person,
individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
below on the 7th day of March, 2002.
SIGNATURE TITLE
/s/ Stephen P. Reynolds President, Chief Executive Officer, and
----------------------------------- Director (Principal Executive Officer)
Stephen P. Reynolds
/s/ Stephen A. McKeon Senior Vice President - Finance and Legal
----------------------------------- Chief Financial Officer (Principal
Stephen A. McKeon Financial Officer)
/s/ James W. Eldredge Corporate Secretary and Chief Accounting
----------------------------------- Officer (Principal Accounting Officer)
James W. Eldredge
/s/ Douglas P. Beighle Chairman of the Board of Directors
-----------------------------------
Douglas P. Beighle
/s/ Charles W. Bingham Director
-----------------------------------
Charles W. Bingham
/s/ Phillis J. Campbell Director
-----------------------------------
Phillis J. Campbell
/s/ Craig W. Cole Director
-----------------------------------
Craig W. Cole
/s/ Robert L. Dryden Director
-----------------------------------
Robert L. Dryden
/s/ John D. Durbin Director
-----------------------------------
John D. Durbin
/s/ Tomio Moriguchi Director
-----------------------------------
Tomio Moriguchi
/s/ Kenneth P. Mortimer Director
-----------------------------------
Kenneth P. Mortimer
/s/ Sally G. Narodick Director
-----------------------------------
Sally G. Narodick
II-4
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------------------------------------------------------------
5.1 Opinion of Perkins Coie LLP regarding legality of the Common
Stock being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Perkins Coie LLP (included in opinion filed as Exhibit
5.1)
24.1 Power of Attorney (see signature page)
99.1 Nonqualified Stock Option Grant Notice/Agreement (Granted January
7, 2002)
99.2 Nonqualified Stock Option Grant Notice/Agreement (Granted January
7, 2002)