As filed with the Securities and Exchange Commission on January 8, 2002
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PUGET ENERGY, INC.
(Exact name of registrant as specified in its charter)
Washington 91-1969407
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
411 - 108/th/ Avenue N.E.
Bellevue, Washington 98004-5515
(425) 454-6363
(Address, including zip code, and telephone number, including
area code of principal executive offices)
RESTRICTED STOCK AWARD AGREEMENT DATED JANUARY 8, 2002
(Full title of the plan)
STEPHEN A. MCKEON
Vice President and General Counsel
Puget Energy, Inc.
411 - 108/th/ Avenue N.E.
Bellevue, Washington 98004-5515
(425) 454-6363
(Name, address and telephone number, including area code, of agent for service)
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Copies to:
ANDREW BOR
Perkins Coie LLP
1201 Third Avenue, Suite 4800
Seattle, Washington 98101-3099
(206) 583-8888
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CALCULATION OF REGISTRATION FEE
=============================================================================================================================
Amount to Be Proposed Maximum Proposed Maximum Amount of
Registered (1) Offering Price Per Aggregate Offering Registration
Title of Securities to be Registered Share Price Fee
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Restricted Stock Award Agreement, dated 50,000 $22.51 (2) $1,125,500 $268.99 (2)
January 8, 2002.............................
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TOTAL................................... 50,000 $22.51 $1,125,500 $268.99
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(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 agreement 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, based on the average of the high and low selling prices of the
common stock on January 7, 2002, as reported on the New York Stock
Exchange.
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, 2000,
filed by Puget Energy, Inc. (the "Registrant") on March 19, 2001, which contains
audited financial statements for the most recent fiscal year for which such
statements have been filed.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2001, June 30, 2001 and September 30, 2001.
(c) The Registrant's Current Reports on Form 8-K filed with the
Commission on April 6, 2001, April 18, 2001, July 20, 2001, August 30, 2001,
September 4, 2001, September 19, 2001, October 15, 2001, October 24, 2001,
November 28, 2001, December 3, 2001, December 24, 2001 and Form 8-K/A filed on
December 4, 2001.
(d) The description of the Registrant's common stock contained in
the Registrant's Registration Statement on Form 8-A filed on January 2, 2001
under Section 12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any amendments or reports filed for the purpose of
updating such description.
(e) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since December 31, 2000.
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 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 1933 Act. 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.
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Section 23B.08.320 of the WBCA authorizes a corporation to eliminate or
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 acts or omissions, intentional misconduct by a director or knowing
violations of law by a director or distributions illegal under Washington law,
or any transaction from which the director will personally receive a benefit in
money, property or services to which the director is not legally entitled.
Article X of the Registrant's 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.
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
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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 Restricted Stock Award Agreement, dated January 8, 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
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(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
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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.
(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.
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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 Bellevue, State of Washington, on the 7th day of
January, 2002
PUGET ENERGY, INC.
By: /s/ Stephen P. Reynolds
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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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 7th day of January, 2002.
SIGNATURE TITLE
/s/ Stephen P. Reynolds President, Chief Executive Officer, and Director
----------------------- (Principal Executive Officer)
Stephen P. Reynolds
/s/ Richard L. Hawley Vice President and Chief Financial Officer
--------------------- (Principal Accounting and Financial Officer)
Richard L. Hawley
/s/ William S. Weaver Chairman of the Board of Directors
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William S. Weaver
/s/ Douglas P. Beighle Director
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Douglas P. Beighle
/s/ Charles W. Bingham Director
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Charles W. Bingham
/s/ Phillis J. Campbell Director
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Phillis J. Campbell
/s/ Craig W. Cole Director
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Craig W. Cole
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/s/ Robert L. Dryden Director
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Robert L. Dryden
/s/ John D. Durbin Director
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John D. Durbin
/s/ Tomio Moriguchi Director
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Tomio Moriguchi
/s/ Kenneth P. Mortimer Director
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Kenneth P. Mortimer
/s/ Sally G. Narodick Director
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Sally G. Narodick
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INDEX TO EXHIBITS
Exhibit
Number Description
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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 Restricted Stock Award Agreement, dated January 8, 2002