s-8restrictedstockplan.htm
As filed
with the Securities and Exchange Commission on February 17, 2009.
Registration No.
333-
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
Under
The Securities Act of 1933
THE
LACLEDE GROUP, INC.
720 Olive
Street
St.
Louis, Missouri 63101
(Exact
name of Registrant as specified in its charter)
(Address
of Principal Executive Offices)
Missouri 74-2976504
(State of
Incorporation) (I.R.S.
Employer Identification No.)
The
Laclede Group, Inc. Restricted Stock Plan for Non-Employee
Directors
(Full
Title of the Plan)
D. H.
Yaeger or M. C. Kullman
720 Olive
Street, St. Louis, Missouri 63101
314-342-0500
(Address,
including zip code, 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 x Accelerated
filer ¨
Non-accelerated
filer ¨ (do not
check if a smaller reporting
company)
Smaller reporting company ¨
CALCULATION
OF REGISTRATION FEE
Title
of Securities
to be Registered
Common
Stock and Preferred Share Purchase Rights (2)
|
Amount
to be
Registered
100,000
shares (3)
|
Proposed
Maximum
Offering Price per Share(1)
$45.30
|
Proposed
Maximum
Aggregate Offering Price(1)
$4,530,000
|
Amount
of
Registration Fee
$253
|
|
_____________________
(1)
Calculated in accordance with Rule 457(h), upon the basis of the average of the
high and low prices reported on the New York Stock Exchange on February 11,
2009.
(2)
Preferred Share Purchase Rights are attached to and trade with the Common Stock,
par value $1.00 per share, of the Registrant (the “Common
Stock”). Value attributable to such Preferred Share Purchase Rights,
if any, is reflected in the market price of the Common Stock. 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 plan described herein.
(3) This
registration statement also covers such additional shares of Common Stock as may
be used pursuant to anti-dilution provisions.
Explanatory
Note
This
registration statement on Form S-8 is being filed for the purpose of registering
an additional 100,000 shares of common stock of The Laclede Group, Inc.
(“Company”) to be awarded pursuant to the Restricted Stock Plan for Non-Employee
Directors of the Company, as amended (“Plan”). These shares are in
addition to the 50,000 shares that were registered for award under the Plan
pursuant to the registration statement on Form S-8, File No. 333 – 102836,
previously filed with the Securities and Exchange Commission on January 30, 2003
(“Original Registration Statement”).
Pursuant
to General Instruction E of Form S-8, the Company hereby incorporates by
reference the Original Registration Statement (a) to the extent that the
Original Registration Statement relates to the Plan and (b) except to the extent
that any part of the Original Registration Statement is modified or superseded
by this Registration Statement and any documents incorporated by reference
herein.
Part
II - Information Required in the Registration Statement
Item
3. Incorporation
of Documents by Reference
The Company files annual, quarterly and
current reports, proxy statement and other information with the Securities and
Exchange Commission. The Securities and Exchange Commission allows us
to “incorporate by reference” the information we filed with them, which means
that we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to
be part of this registration statement, and later information that we file with
the Securities and Exchange Commission will automatically update and supersede
this information. We incorporate by reference the documents listed
below and any future filings made with the Securities and Exchange Commission
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until all of the shares under the Plan have been issued:
·
|
The
Company’s annual report on Form 10-K for the year ended September 30,
2008.
|
·
|
The
Company’s quarterly report on Form 10-Q for the quarter ended December 31,
2008.
|
·
|
Description
of the Common Stock contained in the Company’s registration statement on
Form S-4 (No. 333-48794) incorporated into its Form 8-A effective October
1, 2001 registering its Common Stock under the Securities Exchange Act of
1934, including any amendment or report updating such
description.
|
·
|
Description
of the preferred share purchase rights included in the Company’s Form 8-A
effective October 1, 2001 registering its preferred share purchase rights
under the Securities Exchange Act of 1934, including any amendments on
report updating such descriptions.
|
Any
statement contained in a document incorporate by reference herein shall 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
that also is incorporated herein by reference) modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item
5. Interests
of Named Experts and Counsel
Mary C.
Kullman, Esq., Chief Governance Officer and Corporate Secretary of The Laclede
Group, Inc., has passed upon the validity of the Common Stock to be awarded
under the Plan.
Item
8. Exhibits
The following is a complete list of
exhibits filed or incorporated by reference as part of this registration
statement:
Exhibit
|
Description
|
4.1
|
The
Laclede Group Restricted Stock Plan for Non-Employee Directors, as
amended, filed as Appendix A to the Company’s proxy statement as filed on
December 22, 2008. (File No. 1-16681)
|
4.2
|
The
Company’s articles of incorporation, as amended, filed as Exhibit 3.1 to
the Company’s Form 8-K filed January 26, 2006. (File No.
1-16681)
|
4.3
|
The
Company’s bylaws, as amended, filed as Exhibit 3.2 to the Company’s Form
8-K filed January 26, 2006. (File No.
1-16681)
|
5.1
|
Opinion
and consent of Mary C. Kullman, Esq.
|
23.1
|
Consent
of Mary C. Kullman, Esq. (included in Exhibit 5.1)
|
23.2
|
Consent
of Deloitte & Touche LLP
|
24.1
|
Power
of Attorney
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, The Laclede Group, Inc., 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 St. Louis, State of Missouri on 12th
day of February, 2009.
|
THE
LACLEDE GROUP, INC.
|
|
By:
/s/ Mark D. Waltermire
|
|
Mark
D. Waltermire
Chief
Financial Officer
|
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
Principal
executive officer and director:
|
|
|
/s/
Douglas H. Yaeger
Douglas
H. Yaeger
|
Chairman
of the Board, President and Chief Executive Officer
|
February
12, 2009
|
Principal
financial and accounting officer:
|
|
|
|
|
|
/s/ Mark D. Waltermire
Mark
D. Waltermire
|
Chief
Financial Officer
|
February
12, 2009
|
_____________________________
A.
W. Donald
|
Director
|
February
12, 2009
|
*_____________________________
E.
L. Glotzbach
|
Director
|
February
12, 2009
|
*_____________________________
A.
V. Leness
|
Director
|
February
12, 2009
|
*_____________________________
W.
S. Maritz
|
Director
|
February
12, 2009
|
*_____________________________
W.
E. Nasser
|
Director
|
February
12, 2009
|
*_____________________________
B.
D. Newberry
|
Director
|
February
12, 2009
|
*_____________________________
J.
P. Stupp, Jr.
|
Director
|
February
12, 2009
|
*_____________________________
M.
A. Van Lokeren
|
Director
|
February
12,
2009
|
*By:
/s/
Mary C. Kullman
Mary C.
Kullman
As
Attorney-in-Fact for each of the persons indicated
EXHIBIT
INDEX
Exhibit
|
Description
|
4.1
|
The
Laclede Group Restricted Stock Plan for Non-Employee Directors, as
amended, filed as Appendix A to the Company’s proxy statement as filed on
December 22, 2008. (File No. 1-16681)
|
4.2
|
The
Company’s articles of incorporation, as amended, filed as Exhibit 3.1 to
the Company’s Form 8-K filed January 26, 2006. (File No.
1-16681)
|
4.3
|
The
Company’s bylaws, as amended, filed as Exhibit 3.2 to the Company’s Form
8-K filed January 26, 2006. (File No.
1-16681)
|
5.1
|
Opinion
and consent of Mary C. Kullman, Esq.
|
23.1
|
Consent
of Mary C. Kullman, Esq. (included in Exhibit 5.1)
|
23.2
|
Consent of Deloitte & Touche
LLP
|
24.1
|
Power
of Attorney
|