As filed with the Securities and Exchange Commission on January 30, 2003.
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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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)
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Unit (1) Aggregate Offering Price(1) Registration Fee
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Common Stock and 50,000 shares $23.56 $1,178,000 $108
Preferred Share (3)
Purchase Rights (2)
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(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
January 27, 2003.
(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 antidilution provisions.
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Part I
Information required in the Section 10(a) prospectus
As permitted by the rules of the Securities and Exchange
Commission, this registration statement omits the information specified in
Part I of Form S-8.
Part II
Information not required in prospectus
Item 3. Incorporation of Documents by Reference
The Laclede Group, Inc. 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:
o The Laclede Group's annual report on Form 10-K for the year
ended September 30, 2002.
o The Laclede Group's current reports on Form 8-K filed October
4, 2002, December 10, 2002, and December 16, 2002.
o Description of the Common Stock contained in its 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.
o Description of the preferred share purchase rights included
in The Laclede Group'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.
Item 4. Description of securities
Not applicable.
Item 5. Item of Named Experts and Counsel
Mary C. Kullman, Esq., Corporate Secretary of The Laclede Group,
Inc., has passed upon the validity of the Common Stock to be issued under
the plan. Ms. Kullman beneficially owns approximately 207 shares of Common
Stock.
Item 6. Indemnification of directors and officers
Section 351.355 of The General and Business Corporation Law of
Missouri provides as follows:
351.355.1. A corporation created under the laws of this state may
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit, or proceeding,
whether civil, criminal, administrative or investigative, other than an
action by or in the right of the corporation, by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or
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her in connection with such action, suit, or proceeding if he or she acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had reasonable cause
to believe that his or her conduct was unlawful.
2. The corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses, including attorneys' fees, and amounts paid in settlement
actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation; except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance
of his or her duty to the corporation unless and only to the extent that the
court in which the action or suit was brought determines upon application
that, despite the adjudication of liability and in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
3. Except as otherwise provided in the articles of incorporation or
the bylaws, to the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in subsections 1 and 2 of this
section, or in defense of any claim, issue or matter therein, he or she
shall be indemnified against expenses, including attorneys' fees, actually
and reasonably incurred by him in connection with the action, suit, or
proceeding.
4. Any indemnification under subsections 1 and 2 of this section,
unless ordered by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
this section. The determination shall be made by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to
the action, suit, or proceeding, or if such a quorum is not obtainable, or
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or by the shareholders.
5. Expenses incurred in defending a civil or criminal action, suit
or proceeding may be paid by the corporation in advance of the final
disposition of the action, suit, or proceeding as authorized by the board of
directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he or she is entitled to be
indemnified by the corporation as authorized in this section.
6. The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under the articles of incorporation or bylaws or any agreement,
vote of shareholders or disinterested directors or otherwise, both as to
action in his or her official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a person.
7. A corporation created under the laws of this state shall have
the power to give any further indemnity, in addition to the indemnity
authorized or contemplated under other subsections of this section,
including subsection 6, to any person who is or was a director, officer,
employee or agent, or to any person who is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, provided
such further indemnity is either (i)
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authorized, directed, or provided for in the articles of incorporation of
the corporation or any duly adopted amendment thereof or (ii) is authorized,
directed, or provided for in any bylaw or agreement of the corporation which
has been adopted by a vote of the shareholders of the corporation, and
provided further that no such indemnity shall indemnify any person from or
on account of such person's conduct which was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct. Nothing
in this subsection shall be deemed to limit the power of the corporation
under subsection 6 of this section to enact bylaws or to enter into
agreements without shareholder adoption of the same.
8. The corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
or her status as such, whether or not the corporation would have the power
to indemnify him against such liability under the provisions of this
section.
9. Any provision of this chapter to the contrary notwithstanding,
the provisions of this section shall apply to all existing and new domestic
corporations, including but not limited to banks, trust companies, insurance
companies, building and loan associations, savings bank and safe deposit
companies, mortgage loan companies, corporations formed for benevolent,
religious, scientific or educational purposes and nonprofit corporations.
10. For the purpose of this section, references to "THE CORPORATION"
include all constituent corporations absorbed in a consolidation or merger
as well as the resulting or surviving corporation so that any person who is
or was a director, officer, employee or agent of such a constituent
corporation or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this section with respect
to the resulting or surviving corporation as he or she would if he or she
had served the resulting or surviving corporation in the same capacity.
11. For purposes of this section, the term "OTHER ENTERPRISE" shall
include employee benefit plans; the term "FINES" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and the
term "SERVING AT THE REQUEST OF THE CORPORATION" shall include any service
as a director, officer, employee or agent of the corporation which imposes
duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he or
she reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "NOT OPPOSED TO THE BEST INTERESTS OF THE CORPORATION" as referred to
in this section.
The Registrant's Articles provide that it shall indemnify each of
its directors and officers to the full extent permitted by the
Indemnification Statute and, in addition, shall indemnify each of them
against all expenses incurred in connection with any claim by reason of the
act that such director or officer is or was, serving the Registrant, or at
its request, in any of the capacities referred to in the Indemnification
Statute, or arising out of such person's status in any such capacity,
provided that the Registrant shall not indemnify any person from or on
account of such person's conduct that was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct, or to
the extent that such indemnification shall otherwise be finally adjudged to
be prohibited by applicable law.
The Registrant has also entered into indemnification agreements
with each of its directors and officers that (1) provide for the
indemnification of each such director and officer to the extent provided for
by the Articles as described above and (2) state that the indemnification
provided thereunder shall survive the elimination or modification of the
Articles with respect to claims that have arisen prior to such elimination
or modification.
The Registrant has obtained insurance protecting the officers and
directors against certain liabilities.
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The rights of indemnification provided for above are not exclusive
of any other rights of indemnification to which the persons seeking
indemnification may be entitled under the Registrant's Articles or Bylaws or
any agreement, vote of stockholders or disinterested directors, or
otherwise.
Item 7. Exemption from registration claimed.
Not applicable.
Item 8. Exhibits
Reference is made to the Exhibit Index.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(a) (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;
(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 the registration
statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in the post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the 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.
(b) The undersigned registrant hereby 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 Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities 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.
(h) 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 provisions described
under Item 6 above, 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.
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Signatures
The Registrant
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 on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized in the City of
St. Louis, on the 30th day of January, 2003.
The Laclede Group, Inc.
(Registrant)
By: /s/ Douglas H. Yaeger
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Douglas H. Yaeger
Chairman, President and Chief
Executive Officer
Pursuant to the requirement of the Securities Act of 1933, this to
the 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 Chairman, President and January 30, 2003
------------------------------------ Chief Executive Officer and
Douglas H. Yaeger Director
Principal financial and accounting officer:
/s/ Barry C. Cooper Chief Financial Officer January 30, 2003
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Barry C. Cooper
Director January , 2003
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(A. W. Donald)
* Director January 30, 2003
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(H. Givens, Jr.)
* Director January 30, 2003
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(C. R. Holman)
* Director January 30, 2003
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(R. C. Jaudes)
* Director January 30, 2003
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(W. S. Maritz)
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* Director January 30, 2003
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(W. E. Nasser)
* Director January 30, 2003
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(R. P. Stupp)
* Director January 30, 2003
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(M. A. Van Lokeren)
*By: /s/ Mary C. Kullman
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Mary C. Kullman
Attorney-In-Fact
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EXHIBIT INDEX
Exhibit
Number
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4(a) Articles of Incorporation of the Registrant (incorporated
by reference to Appendix B to the Proxy Statement and
Prospectus in Part I of the Registration Statement on Form
S-4 of the Registrant (Reg. No. 333-48794 filed on October
27, 2000))
4(b) Bylaws of the Registrant (incorporated by reference to
Exhibit 1 to the Registrant's Form 8-K filed October 4,
2002 (File No. 1-16681).
5 Opinion of Counsel
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
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