As
filed
with the Securities and Exchange Commission on
January
31, 2007
Registration
No. 333-_______
_____________________________________________________________________________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
______________________
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
______________________
NEW
JERSEY RESOURCES CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
NEW
JERSEY
(State
or
Other Jurisdiction of Incorporation or Organization)
22-2376465
(I.R.S.
Employer Identification No.)
1415
WYCKOFF ROAD
WALL,
NEW JERSEY 07719
(Address
of Principal Executive Offices)
NEW
JERSEY RESOURCES CORPORATION
2007
STOCK AWARD AND INCENTIVE PLAN
(Full
Title of the Plan)
MARIELLEN
DUGAN, GENERAL COUNSEL
NEW
JERSEY RESOURCES CORPORATION
1415
WYCKOFF ROAD
WALL,
NEW JERSEY 07719
(Name
and
Address of Agent for Service)
(732)
938-1489
(Telephone
number, including area code of agent for service)
CALCULATION
OF REGISTRATION FEE
|
Title
of Securities to be Registered
|
Amount
to be Registered (1)
|
Proposed
Maximum Offering Price Per Share (2)
|
Proposed
Maximum Aggregate Offering Price
|
Amount
of Registration Fee
|
|
Common
Stock, par value $2.50 per share
|
750,000
|
$47.21
|
$35,407,500
|
$3,788.60
|
(1) To
be
offered pursuant to the New Jersey Resources Corporation (the "Company")
2007 Stock Award and Incentive Plan (the “2007 Plan”). In accordance with
Rule 416(a), the number of shares of Common Stock being registered hereunder
may
be increased from time to time to that number of shares of Common Stock
resulting from a stock split, stock dividend or similar transaction effected
without the receipt of consideration that results in an increase in the number
of the outstanding shares of the Company's Common Stock. An
additional 678,751 shares of Common Stock may be issued under the 2007 Plan
representing unissued registered shares available under the Employee
and Outside Director Long-Term Incentive Compensation Plan (Registration
Statement No. 333-133453)
and an
indeterminate amount of additional shares underlying restricted stock,
performance units or unexercised vested or unvested stock options that
previously have been granted and are outstanding under the Employee and Outside
Director Long-Term Incentive Compensation Plan and Outside Director Stock
Compensation Plan (Registration
Statement No. 333-133453)
and,
which restricted stock or options expire or otherwise lapse, are terminated
or
forfeited, are settled in cash, or are withheld or delivered to the Company
for
tax purposes. All of such additional shares of Common Stock have previously
been
registered with the Securities and Exchange Commission pursuant to the Form
S-8
Registration Statement identified in the previous sentence.
(2) Estimated
solely for the purpose of determining the registration fee, based upon the
average of the high and low sale prices of the Company's Common Stock as
reported on the New York Stock Exchange on January 25, 2007, pursuant to
Rule
457(h).
INFORMATION
REQUIRED IN THE REGISTRATION
STATEMENT
Item
3. Incorporation of Documents by
Reference.
The
following documents filed with the Securities and Exchange Commission (the
“SEC”) are hereby incorporated by reference into this Registration
Statement:
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(a)
The annual report on Form 10-K of the Company as of and for the
fiscal
year ended September 30, 2006;
|
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|
(b)
The current reports on Form 8-K filed with the SEC on December
18, 2006,
January 12, 2007 and January 30, 2007;
and
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(c)
The description of the Company’s common stock is contained in the
Registrant’s Registration Statement on Form 8-A filed with the SEC on June
15, 1982, as updated by pertinent information furnished in subsequent
reports filed pursuant to Section 13 of the Securities Exchange
Act of
1934, as amended (the “Exchange
Act”).
|
In
addition, all documents subsequently filed by the Company with the SEC pursuant
to Sections 12, 13(a), 14 and 15(d) of the Exchange Act after the effective
date
of this Registration Statement, but 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 in this Registration Statement and to be part hereof
from the respective date of filing of such documents.
Any
statement contained in a document incorporated or deemed to be incorporated
by
reference 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 incorporated or is deemed
to be
incorporated by reference herein modified or superseded such statement. Any
such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Not
applicable.
Item
5. Interests of Named Experts and
Counsel.
Not
applicable.
Item
6. Indemnification of Directors and
Officers.
The
New
Jersey Business Corporation Act (“NJBCA”) provides that a New Jersey corporation
has the power to indemnify a director or officer against his or her expenses
and
liabilities in connection with any proceeding involving the director or officer
by reason of his or her being or having been such a director or officer,
other
than a proceeding by or in the right of the corporation, if such a director
or
officer 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, such director or officer had no reasonable cause
to
believe his or her conduct was unlawful.
The
indemnification and advancement of expenses shall not exclude any other rights,
including the right to be indemnified against liabilities and expenses incurred
in proceedings by or in the right of the corporation, to which a director
or
officer may be entitled under a certificate of incorporation, bylaw, agreement,
vote of stockholders, or otherwise; provided that no indemnification shall
be
made to or on behalf of a director or officer if a judgment or other final
adjudication adverse to the director or officer establishes that his or her
acts
or omissions (a) were in breach of his or her duty of loyalty to the corporation
or its stockholders, (b) were not in good faith or involved in a knowing
violation of law or (c) resulted in receipt by the director or officer of
an
improper personal benefit.
Article
X
of the Company’s Restated Certificate of Incorporation provides:
“To
the
fullest extent from time to time permitted by law, directors or officers
shall
not be personally liable to the Corporation or its stockholders for damages
for
breach of any duty owed to the Corporation or its stockholders. Unless otherwise
permitted by law, the provisions of this paragraph shall not relieve a director
or officer from liability for any breach of duty based upon an act or omission
(a) in breach of such person's duty of loyalty to the Corporation or its
stockholders, (b) not in good faith or involving a knowing violation of law
or
(c) resulting in receipt by such person of an improper personal benefit.
No
amendment or repeal of this provision shall adversely affect any right or
protection of a director or officer of the Corporation existing at the time
of
such amendment or repeal.”
Article
IX of the Company’s By-Laws provides:
“Section
1.
Each
person who is a party or is threatened to be made a party, either as plaintiff,
defendant, respondent, or otherwise, to any action, suit, or proceeding,
whether
civil, criminal, administrative, regulatory or investigative (a "Proceeding"),
based upon, arising from, relating to, or by reason of the fact that such
person, or a person of whom such person is the legal representative, is or
was a
director or officer of the Company, or is or was serving at the request of
the
Company as a director, officer, partner, trustee, employee, or agent of another
foreign or domestic corporation or non-profit corporation, cooperative,
partnership, joint venture, trust, or other incorporated or unincorporated
enterprise, or any employee benefit plan or trust (each, a "Company Affiliate"),
shall be indemnified and held harmless by the Company to the fullest extent
authorized by the NJBCA, as the same exists on the date of the adoption of
this
Bylaw [March 12, 1997] or as may hereafter be amended (but, in the case of
any
such amendment, only to the extent that such amendment permits the Company
to
provide broader indemnification rights than the NJBCA permitted the Company
to
provide prior to such amendment), against any and all expenses, liability,
and
loss (including, without limitation, investigation expenses and expert
witnesses' and attorneys' retainer, fees and expenses, judgments, penalties,
fines, and amounts paid or to be paid in settlement) actually incurred by
such
person in connection therewith; provided, however, that, except for Proceedings
seeking to enforce rights under this Bylaw, the Company shall indemnify any
such
person seeking to enforce such rights in connection with a Proceeding (or
part
thereof) initiated by such person only if such Proceeding (or part thereof)
was
authorized by a majority vote of the Board of Directors. The right to
indemnification conferred in this Article IX shall be a contract right and
shall
include the right to be paid by the Company for expenses to be incurred in
defending or prosecuting any such Proceeding in advance of its final
disposition.
Section
2. The
right
to indemnification and the payment of expenses incurred in defending a
Proceeding in advance of its final disposition conferred in this Article
IX
shall not be exclusive of any other right which any person may be entitled
under
any statute, provision of the Restated Certificate of Incorporation, or Bylaw,
an agreement, a resolution of shareholders or directors, or otherwise both
as to
action in such person's official capacity and as to action in another capacity
while holding such office.
Section
3. The
Company may purchase and maintain insurance or furnish similar protection
on
behalf of any person who is a director, officer, employee, or agent of the
Company or who, while a director, officer, employee, or agent of the Company,
is
serving at the request of the Company as a director, officer, partner, trustee,
employee, or agent of a Company Affiliate, against any liability asserted
against and incurred by such director, officer, employee, or agent in such
capacity or arising out of such director's, officer's, employee's, or agent's
status as such, whether or not the Company would have the power to indemnify
such director, officer, employee, or agent against such liability under the
NJBCA.
Section
4. The
Board
of Directors, or, if so authorized by the Board of Directors and as it relates
to the employees or agents of the Company, one or more officers of the Company,
may indemnify and advance expenses to directors, officers, employees or agents
of the Company on such terms and conditions as the Board of Directors or
any
such officer or officers, as applicable, deem appropriate under the
circumstances.
Section
5. Anything
in this Article IX to the contrary notwithstanding, no elimination of this
Bylaw
and no amendment of this Bylaw adversely affecting the right of any person
to
indemnification or advancement of expenses hereunder shall be effective until
the sixtieth day following notice to such indemnified person of such action,
and
no elimination of or amendment to this Bylaw shall deprive any such person
of
such person's rights hereunder arising out of alleged or actual occurrences,
acts, or failures to act which had their origin prior to such sixtieth
day.
Section
6. The
indemnification and advancement of expenses provided by, or granted pursuant
to,
this Article IX shall, unless otherwise provided when authorized, 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.”
The
Company maintains, at its expense, insurance policies which insure its directors
and officers (up to certain amounts per year and subject to certain exclusions
and deductions) against certain liabilities which may be incurred in those
capacities.
The
Company has entered into
indemnification agreements with certain of its directors and officers providing
that the Company shall indemnify them in every case that they may be indemnified
pursuant to Section 14A:3-5 of the NJBCA. The indemnification agreements
also
set forth certain procedures that will apply in the event of a claim for
indemnification thereunder.
Item
7. Exemption From Registration
Claimed.
Not
applicable.
The
following exhibits are filed with this Registration Statement.
Exhibit
Number Description
of Exhibit
4.1 New
Jersey
Resources Corporation 2007 Stock Incentive and Award Plan (incorporated by
reference to
Appendix
A to
the Registrant’s definitive proxy statement on Schedule 14A for the 2007
Annual Meeting
of
Shareholders, as filed with the SEC on December 20,
2006).
5.1 Opinion
of Windels
Marx Lane & Mittendorf, LLP*
23.1 Consent
of Deloitte & Touche, LLP*
23.2 Consent
of Windels
Marx Lane & Mittendorf,
LLP*
(included in Exhibit 5.1 hereto)
*
filed
herewith
(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 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;
(2) That,
for
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;
and
(3) To
remove
from registration by means of post-effective amendment any of the securities
being registered which remain unsold at the termination of the
offering.
(b) The
undersigned company 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 Exchange
Act
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 the time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to directors, officers and controlling persons of the company
pursuant to the indemnification provisions summarized in Item 6, or otherwise,
the company 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 company of expenses
incurred or paid by a director, officer of controlling person of the company
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 company 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.
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 Township
of
Wall, State of New Jersey, on the 31st day of January, 2007.
NEW
JERSEY RESOURCES
CORPORATION
By: ___/s/
Glenn C. Lockwood________
Glenn
C. Lockwood
Senior
Vice President and
Chief
Financial Officer
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the date
indicated.
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Name
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Title
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Date
|
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|
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/s/
Laurence M. Downes
Laurence M. Downes
|
|
Chairman
of the Board, President and Chief Executive Officer (Principal
Executive
Officer)
|
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January
31, 2007
|
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/s/ Nina Aversano
Nina
Aversano
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Director
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January
31, 2007
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/s/ Laurence R. Codey
Lawrence
R. Codey
|
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Director
|
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January
31, 2007
|
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/s/
M. William
Howard, Jr.
M.
William
Howard, Jr.
|
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Director
|
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January
31, 2007
|
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/s/
Jane M. Kenny
Jane
M. Kenny
|
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Director
|
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January
31, 2007
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/s/
Alfred C. Koeppe
Alfred C. Koeppe
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Director
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January
31, 2007
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/s/ J.
Terry Strange
J. Terry Strange
|
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Director
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January
31, 2007
|
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/s/
David A. Trice
David
A. Trice
|
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Director
|
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January
31, 2007
|
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/s/
William H. Turner
William
H.
Turner
|
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Director
|
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January
31, 2007
|
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/s/
Gary W.
Wolf
Gary
W. Wolf
|
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Director
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January
31, 2007
|
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/s/
George R.
Zoffinger
George
R. Zoffinger
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Director
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January
31, 2007
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STATEMENT
ON FORM S-8 OF
NEW
JERSEY RESOURCES CORPORATION
Exhibit
Number Description
of Exhibit
4.1 New
Jersey
Resources Corporation 2007 Stock Incentive and Award Plan (incorporated by
reference to
Appendix
A to the Registrant’s
definitive proxy statement on Schedule 14A for the 2007 Annual
Meeting
of
Shareholders,
as
filed with the SEC on
December 20, 2006).
5.1 Opinion
of Windels Marx
Lane & Mittendorf, LLP *
23.1 Consent
of Deloitte & Touche LLP*
23.2 Consent
of
Windels Marx Lane & Mittendorf, LLP * (included in Exhibit 5.1
hereto)
*
filed herewith