forms8eip112008.htm
As filed
with the Securities and Exchange Commission on November 21, 2008
File
No. -
United
States
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
(State
or other jurisdiction of
incorporation
or organization)
5241
Spring Mountain Road
P.O.
Box 98510
Las
Vegas, Nevada
(Address
of principal executive offices)
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88-0085720
(I.R.S.
Employer
Identification
Number)
89193-8510
(Zip
Code)
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SOUTHWEST
GAS CORPORATION EMPLOYEES' INVESTMENT PLAN
(Full
title of the plan)
GEORGE
C. BIEHL
Executive
Vice President, Chief Financial Officer and 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
Title
of securities being registered
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Amount
to
be
registered
(1)
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Proposed
maximum
offering
price per
share
(2)
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Proposed
maximum
aggregate
offering
price (2)
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Amount
of
registration
fee
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Common
Stock ($1 par value) ......
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1,000,000
shares
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$24.63
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$24,630,000
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$967.96
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(1)
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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.
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(2)
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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 prices of the Common Stock on the New York Stock
Exchange on November 19, 2008 of
$24.63.
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As
permitted by Rule 429, the Prospectus with respect to this Registration
Statement also relates to Registrant's Registration Statement on Form S-8
(333-145783).
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item
1.
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Plan
Information*
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Item
2.
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Registrant
Information and Employee Plan Annual
Information*
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*
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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.
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PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3.
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Incorporation
of Certain Documents by Reference
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The following documents of Southwest Gas Corporation (the “Company”) filed with
the Securities and Exchange Commission are incorporated herein by
reference:
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(a)
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Annual
Report on Form 10-K for the Company’s fiscal year ended December 31, 2007
and Employees' Investment Plan Annual Report on Form 11-K for the year
ended December 31, 2007.
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(b)
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Quarterly
Reports on Form 10-Q for the Company’s quarters ended March 31, 2008, June
30, 2008, and September 30, 2008.
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(c)
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Current
reports on Form 8-K dated February 26, 2008, February 28, 2008, March
14, 2008, May 7, 2008, July 29, 2008, September 16, 2008, September 24,
2008, and November 14, 2008.
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(d)
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Description
of the Company’s Common Stock contained in its Form 8-K dated July 22,
2003, and any amendment or report filed for the purpose of updating such
description.
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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.
Item
5.
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Interests
of Named Experts and Counsel
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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 and management’s assessment of the effectiveness of
internal control over financial reporting (which is included in Management’s
Report on Internal Control over Financial Reporting) incorporated in this
Registration Statement by reference to the Annual Report on Form 10-K of
Southwest Gas Corporation for the year ended December 31, 2007 and the financial
statements incorporated in this Registration Statement by reference to the
Annual Report on Form 11-K of the Southwest Gas Corporation Employees’
Investment Plan for the year ended December 31, 2007 have been so incorporated
in reliance on the reports of PricewaterhouseCoopers LLP, an independent
registered public accounting firm, given on the authority of said firm as
experts in auditing and accounting.
Item
6.
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Indemnification
of Directors and Officers
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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 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 (a) for 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.
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Exemption
from Registration Claimed
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Not
applicable.
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4.1
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Employees’
Investment Plan
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5.1
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Opinion
of Counsel of Southwest Gas Corporation regarding legality of the
securities to be registered
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23.1
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Consent
of PricewaterhouseCoopers LLP
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23.2
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Consent
of Counsel of Southwest Gas Corporation (included in opinion filed as
Exhibit 5.1 to this Registration Statement)
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24.1
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Powers
of Attorney
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Undertaking in lieu of
Exhibit:
The
Employees’ Investment Plan (the “Plan”) received a favorable determination
letter from the Internal Revenue Service on April 23, 2003. Since
that time, there have been various amendments to the Plan including those
required by the Internal Revenue Service (“IRS”). The Plan, as
amended, will be submitted to the IRS in a timely manner in order to continue
its qualification under Section 401 of the Internal Revenue Code.
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
Exchange Act 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 Exchange Act 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
Exchange Act of 1934 (and each filing of the annual report of the Plan pursuant
to Section 15(d) of the 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.
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 November 21, 2008.
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SOUTHWEST
GAS CORPORATION
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By
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/s/
GEORGE C. BIEHL
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George
C. Biehl
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Executive
Vice President, Chief Financial Officer and
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Corporate
Secretary
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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
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Title
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Date
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/s/
JEFFREY W. SHAW
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Director
and
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November
21, 2008
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(Jeffrey
W. Shaw)
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Chief
Executive Officer
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(Principal
Executive Officer)
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/s/
GEORGE C. BIEHL
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Director,
Executive Vice President,
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November
21, 2008
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(George
C. Biehl)
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Chief
Financial Officer and
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Corporate
Secretary
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(Principal
Financial Officer)
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/s/
ROY R. CENTRELLA
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Vice
President, Controller and
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November
21, 2008
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(Roy
R. Centrella)
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Chief
Accounting Officer
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(Principal
Accounting Officer)
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/s/
ROBERT L. BOUGHNER *
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Director
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November
21, 2008
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(Robert
L. Boughner)
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/s/
THOMAS E. CHESTNUT *
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Director
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November
21, 2008
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(Thomas
E. Chestnut)
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/s/
STEPHEN C. COMER *
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Director
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November
21, 2008
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(Stephen
C. Comer)
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/s/
RICHARD M. GARDNER *
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Director
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November
21, 2008
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(Richard
M. Gardner)
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/s/
JAMES J. KROPID *
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Chairman
of the Board
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November
21, 2008
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(James
J. Kropid)
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of
Directors
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Signature
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Title
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Date
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/s/
MICHAEL O. MAFFIE *
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Director
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November
21, 2008
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(Michael
O. Maffie)
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/s/
ANNE L. MARIUCCI *
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Director
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November
21, 2008
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(Anne
L. Mariucci)
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/s/
MICHAEL J. MELARKEY *
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Director
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November
21, 2008
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(Michael
J. Melarkey)
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/s/
CAROLYN M. SPARKS *
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Director
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November
21, 2008
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(Carolyn
M. Sparks)
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/s/
THOMAS A. THOMAS *
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Director
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November
21, 2008
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(Thomas
A. Thomas)
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/s/
TERRENCE L. WRIGHT *
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Director
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November
21, 2008
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(Terrence
L. Wright)
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* By /s/ GEORGE
C. BIEHL
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(George
C. Biehl)
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Attorney-in-fact
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The
Plan
Pursuant
to the requirements of the Securities Act of 1933, the Southwest Gas Corporation
Benefits 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 November 21, 2008.
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SOUTHWEST
GAS CORPORATION
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BENEFITS
COMMITTEE
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/s/
JAMES P. KANE
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(James
P. Kane)
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/s/
GEORGE C. BIEHL
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(George
C. Biehl)
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/s/
KAREN S. HALLER
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(Karen
S. Haller)
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Exhibit
Index
Exhibit
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Number
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Description
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4.1
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Employees’
Investment Plan
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5.1
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Opinion
of Counsel of Southwest Gas Corporation regarding legality of the
securities to be registered
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23.1
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Consent
of PricewaterhouseCoopers LLP
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23.2
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Consent
of Counsel of Southwest Gas Corporation (included in opinion filed as
Exhibit 5.1 to this Registration Statement)
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24.1
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Powers
of Attorney
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