As filed with the Securities and Exchange Commission on August 12, 2004
Registration No. 333-
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UNITED STATES 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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UGI CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2668356
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
460 NORTH GULPH ROAD
KING OF PRUSSIA, PA 19406
(Address of principal executive offices) (Zip code)
UGI CORPORATION
2004 OMNIBUS EQUITY COMPENSATION PLAN
(Full title of the plan)
ROBERT H. KNAUSS, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
UGI CORPORATION
460 NORTH GULPH ROAD
KING OF PRUSSIA, PENNSYLVANIA 19406
(Name and address of agent for service)
(610) 337-1000
(Telephone number, including area code, of agent for service)
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Copy of all communications to:
LINDA L. GRIGGS, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
1111 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, DC 20004
(202) 739-3000
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of securities Amount to be Offering Price Aggregate Amount of
to be registered (1) Registered (1) Per Share (1) (2) Offering Price (1)(2) Registration Fee (1)(2)
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Common Stock, without
par value....... 3,500,000 $33.01 $115,535,000 $14,639.00
(1) Pursuant to Rule 416(a), the number of shares of Common Stock being
registered shall be adjusted to include any additional shares which may become
issuable as a result of stock splits, stock dividends, or similar transactions
in accordance with the anti-dilution provisions of the 2004 Omnibus Equity
Compensation Plan.
(2) Calculated pursuant to Rules 457(c) and (h), based upon the average of the
reported high and low sales prices for the Common Stock as reported on the New
York Stock Exchange for August 10, 2004.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. Plan Information. *
ITEM 2. Registrant Information and Employee Plan Annual Information. *
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended, and the
Introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the U.S. Securities and Exchange
Commission (the "Commission") by the Registrant pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this Form S-8 Registration Statement (the "Registration Statement")
and made a part hereof:
1. The Registrant's annual report on Form 10-K for the fiscal year
ended September 30, 2003, filed on December 23, 2003, except to the extent
superseded by the current report on Form 8-K filed on March 11, 2004, and as
amended on June 28, 2004;
2. The Registrant's quarterly reports on Form 10-Q for the fiscal
quarters ended December 31, 2003, filed on February 13, 2004, and March 31,
2004, filed on May 17, 2004;
3. The Registrant's current reports on Form 8-K filed on March 11,
2004, March 22, 2004, April 15, 2004 and April 30, 2004; and
4. The description of the Registrant's common stock contained in its
registration statement on Form 8-B, dated March 23, 1992, as amended by
Amendment No. 1 to Form 8-B, dated April 10, 1992, and on Form 8-A, dated June
24, 1996, and any amendments or reports filed after the date hereof for the
purpose of updating such description.
All documents and reports filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement, and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents or reports. Any statement contained in a document or report
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 shall not
be deemed to constitute a part of the Registration Statement except as so
modified and any statement so superseded shall not be deemed to constitute a
part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Common Stock to be offered pursuant to the UGI Corporation 2004
Omnibus Equity Compensation Plan has been registered under Section 12 of the
Exchange Act. Accordingly, a description of the Common Stock is not required
herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1741 of the Pennsylvania Business Corporation Law of 1988 (the
"Business Corporation Law") provides that a business corporation may indemnify
directors and officers against any threatened, pending or completed action or
proceeding, provided that the person in question 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 proceeding, had
no reasonable cause to believe his or her conduct was unlawful. Section 1742
provides, however, that a business corporation may indemnify its directors and
officers only against expenses (including attorneys' fees) if the action or
proceeding is by or in the right of the corporation. In addition, Section 1742
states that indemnification shall not be made if the person has been adjudged to
be liable to the corporation unless it is judicially determined that, despite
the adjudication of liability but in view of all of the circumstances of the
case, the person is fairly and reasonably entitled to indemnification for
certain expenses. Section 1743 requires a corporation to indemnify its directors
and officers against expenses they may incur in defending actions against them
in such capacities if they are successful on the merits or otherwise in the
defense of such actions.
Section 1713 of the Business Corporation Law permits the shareholders to
adopt a bylaw provision relieving a director (but not an officer) of personal
liability for monetary damages except where (i) the director has breached the
applicable standard of care, and (ii) such conduct constitutes self-dealing,
willful misconduct or recklessness. This section also provides that a director
may not be relieved of liability for the payment of taxes pursuant to any
federal, state or local law or of responsibility under a criminal statute.
Section 4.01 of our Bylaws limits the liability of any director to the fullest
extent permitted by Section 1713 of the Business Corporation Law.
Section 1746 of the Business Corporation Law grants a corporation broad
authority to indemnify its directors, officers and other agents for liabilities
and expenses incurred in such capacity, except in circumstances where the act or
failure to act giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness. Article VII of our
Bylaws provides for indemnification of directors, officers and other agents to
the extent otherwise permitted by Section 1741 of the Business Corporation Law
and pursuant to the authority of Section 1746 of the Business Corporation Law.
Article VII of our Bylaws provides, except as expressly prohibited by
law, an unconditional right to indemnification for expenses and any liability
paid or incurred by any of our directors or officers, or any other person
designated by the Board of Directors as an indemnified representative, in
connection with any actual or threatened claim, action, suit or proceeding
(including derivative suits) in which he or she may be involved by reason of
being or having been our director, officer, employee or agent, or at our
request, of another corporation, partnership, joint venture, trust, employee
benefit plan or other entity. The Bylaws specifically
authorize indemnification against both judgments and amounts paid in settlement
of derivative suits. Section 1742 of the Business Corporation Law only
authorizes indemnification of expenses incurred in defending a derivative
action. Article VII of the Bylaws also allows indemnification for punitive
damages and liabilities incurred under federal securities laws.
Unlike the provisions of Business Corporation Law Sections 1741 and
1742, Article VII does not require us to determine the availability of
indemnification by the procedures or the standard of conduct specified in
Sections 1741 and 1742 of the Business Corporation Law. A person who has
incurred an indemnifiable expense or liability has a right to be indemnified
independent of any procedures or determinations that otherwise would be
required, and that right is enforceable against us as long as indemnification is
not prohibited by law. To the extent indemnification is permitted only for a
portion of a liability, the Bylaw provisions require us to indemnify such
portion. If the indemnification provided for in Article VII is unavailable for
any reason in respect of any liability or portion thereof, the Bylaws require us
to make a contribution toward the liability. Indemnification rights under the
Bylaws do not depend upon the approval of any future Board of Directors.
Section 7.04 of our Bylaws authorizes us to further effect or secure our
indemnification obligations by entering into indemnification agreements,
maintaining insurance, creating a trust fund, granting a security interest in
its assets or property, establishing a letter of credit or using any other means
that may be available from time to time.
Section 5.01(c) of our Bylaws limits the personal liability of our
officers to us to the same extent that directors are relieved of such
liabilities pursuant to Section 4.01 of the Bylaws, with the exception that the
limitation of the liability of officers applies only to liabilities arising out
of derivative claims by shareholders asserting a right of ours and not to
liabilities arising out of third-party claims.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NUMBERS EXHIBIT
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5.1 Opinion of Morgan, Lewis & Bockius LLP (filed herewith).
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2 Consent of Morgan, Lewis & Bockius LLP (filed as part of Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this registration statement).
EXHIBIT NUMBERS EXHIBIT
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99.1 UGI Corporation 2004 Omnibus Equity Compensation Plan (filed herewith).
ITEM 9. UNDERTAKINGS.
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 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 subparagraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a 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
Exchange Act that are incorporated by reference in the 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 remain unsold at the termination of
the offering.
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 Section 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.
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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 King of Prussia, Pennsylvania, on this 11th day of August,
2004.
UGI CORPORATION
By: /s/ Lon R. Greenberg
_____________________________________
Lon R. Greenberg
Chairman, President and Chief Executive Officer
Each person whose signature appears below hereby appoints Lon R.
Greenberg, Robert H. Knauss and Anthony J. Mendicino, and each of them acting
individually, as his or her true and lawful attorneys-in-fact, with full power
of substitution and resubstitution, with the authority to execute in the name of
each such person, and to file with the Commission, together with any exhibits
thereto and other documents therewith, any and all amendments (including
post-effective amendments) to this registration statement, and any registration
statements filed pursuant to General Instruction E to Form S-8 in respect of
this registration statement and any and all amendments thereto (including
post-effective amendments and all other related documents) necessary or
advisable to enable the registrant to comply with the Securities Act, and any
rules, regulations and requirements of the Commission in respect thereof, which
amendments or registration statements may make such other changes in the
registration statement as the aforesaid attorney-in-fact executing the same
deems appropriate.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
behalf of the registrant and in the capacities indicated, as of August 11, 2004.
SIGNATURE TITLE
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By: /s/ Lon R. Greenberg Chairman of the Board, President and Chief
------------------------------- Executive Officer (Principal Executive Officer)
Lon R. Greenberg
By: /s/ Anthony J. Mendicino Senior Vice President - Finance and Chief
------------------------------- Financial Officer (Principal Financial Officer)
Anthony J. Mendicino
By: /s/ Michael J. Cuzzolina Vice President - Accounting and Financial Control
------------------------------- (Principal Accounting Officer)
Michael J. Cuzzolina
By: /s/ Stephen D. Ban Director
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Stephen D. Ban
SIGNATURE TITLE
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By: /s/ Thomas F. Donovan Director
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Thomas F. Donovan
By: /s/ Richard C. Gozon Director
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Richard C. Gozon
By: /s/ Ernest E. Jones Director
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Ernest E. Jones
By: /s/ Anne Pol Director
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Anne Pol
By: /s/ Marvin O. Schlanger Director
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Marvin O. Schlanger
By: /s/ James W. Stratton Director
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James W. Stratton
INDEX TO EXHIBITS
EXHIBIT NUMBERS EXHIBIT
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5.1 Opinion of Morgan, Lewis & Bockius LLP (filed herewith).
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2 Consent of Morgan, Lewis & Bockius LLP (filed as part of Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this registration statement).
99.1 UGI Corporation 2004 Omnibus Equity Compensation Plan (filed herewith).