Securities Registration: Employee Benefit Plan (s-8)
02 Julho 2018 - 6:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
DOMINION ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Virginia
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54-1229715
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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120 Tredegar Street
Richmond, Virginia
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23219
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(Address of Principal Executive Offices)
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(Zip Code)
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Dominion Energy Transmission and West Virginia Union Savings Plan
(f/k/a Dominion Transmission and Hope Gas Union Savings Plan)
Dominion Energy Ohio Union Savings Plan
(f/k/a Dominion East Ohio Gas Union Savings Plan)
(Full title of the plan)
Carter M. Reid, Executive Vice President, Chief Administrative & Compliance Officer and Corporate Secretary
Morenike K. Miles, Vice President Governance & Compliance and Assistant Corporate Secretary
120 Tredegar Street
Richmond, Virginia 23219
(Name and address of agent for service)
(804)
819-2000
(Telephone Number, including area code, for agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of securities
to be registered(1)
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Amount
to be
registered
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Proposed
maximum
offering price
per share(2)
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common Stock (without par value)
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3,000,000
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$67.68
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$203,040,000
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$25,279
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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 employee benefit plan described
herein.
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(2)
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Pursuant to Rule 457, this price is estimated solely for the purpose of calculating the registration fee and is based upon the average of the high and low sales prices of the Registrants Common Stock on the New
York Stock Exchange on June 26, 2018.
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EXPLANATORY NOTE
This Registration Statement relates to earlier filings for employee benefit plans, Dominion Energy Transmission and West Virginia Union
Savings Plan (f/k/a Dominion Transmission and Hope Gas Union Savings Plan) and Dominion Energy Ohio Union Savings Plan (f/k/a Dominion East Ohio Gas Union Savings Plan) (together, the Plan), and increases the number of shares of common stock,
without par value, authorized and reserved for issuance thereunder by 3,000,000 shares. Pursuant to General Instruction E of Form
S-8,
the contents of the Registrants Form
S-8
Registration Statements Nos.
333-95795,
333-85094,
333-149989,
333-189579
and
333-202364,
are incorporated herein by reference except as amended hereby.
The Dominion East Ohio West Ohio Gas Division Union Savings Plan, to which the Registration Statements on Form
S-8
filed on March 28, 2002 (SEC File
No. 333-85094),
March 31, 2008 (SEC File
No. 333-149989),
June 25,
2013 (SEC File
No. 333-189579)
and February 27, 2015 (SEC File
No. 333-202364)
relate, was merged into the Dominion Energy Ohio Union Savings Plan.
Part II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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The following documents filed by Dominion
Energy, Inc. (the Company) with the Securities and Exchange Commission are incorporated herein by reference (other than any portion of the document not deemed to be filed) and made a part hereof:
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the Companys Annual Report on Form
10-K
for the fiscal year ended December 31, 2017;
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the Companys Quarterly Report on Form
10-Q
for the quarter ended March 31, 2018;
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the Companys Current Reports on Form
8-K,
filed January 4, 2018, January 5, 2018, January 31, 2018, February 1, 2018, February 14, 2018,
February 15, 2018, February 27, 2018, March 1, 2018, March 26, 2018, March 27, 2018, April 2, 2018, May 4, 2018, May 9, 2018, June 5, 2018, June 6, 2018, and June 15, 2018; and
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the description of the Companys Common Stock in Amendment No. 2 to the Companys Form
8-K,
filed August 8, 2016.
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In addition, all documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of the Prospectus and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement and to be a part hereof from the date of the filing of such document.
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:
(a) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(b) 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) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the effective registration statement;
(c) 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 (1)(a) and (1)(b) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in 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 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.
B. The undersigned registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants 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 plans 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.
C. 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 Richmond, the
Commonwealth of Virginia, on the 2nd day of July, 2018.
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DOMINION ENERGY, INC.
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By:
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/s/ Thomas F. Farrell, II
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Thomas F. Farrell, II
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Chairman of the Board of Directors, President and Chief Executive Officer
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POWERS OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons
in the capacities indicated and on the dates indicated. The officers and directors whose signatures appear below hereby constitute Carlos M. Brown, Carter M. Reid, or Morenike K. Miles, any one of whom may act, as their true and lawful
attorneys-in-fact,
with full power to sign on their behalf individually and in each capacity stated below and file all amendments and post-effective amendments to the
Registration Statement making such changes in the Registration Statement as the Registrant deems appropriate, and file any Registration Statement registering additional securities, and generally to do all things in their name in their capacities as
officers and directors to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.
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Signature
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Title
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Date
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/s/ Thomas F. Farrell, II
Thomas F. Farrell, II
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Chairman of the Board of Directors, President and Chief
Executive Officer (Principal Executive Officer)
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July 2, 2018
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/s/ William P. Barr
William P. Barr
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Director
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July 2, 2018
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/s/ Helen E. Dragas
Helen E. Dragas
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Director
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July 2, 2018
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/s/ James O. Ellis, Jr.
James O. Ellis, Jr.
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Director
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July 2, 2018
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/s/ John W. Harris
John W. Harris
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Director
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July 2, 2018
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/s/ Ronald W. Jibson
Ronald W. Jibson
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Director
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July 2, 2018
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/s/ Mark J. Kington
Mark J. Kington
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Director
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July 2, 2018
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/s/ Joseph M. Rigby
Joseph M. Rigby
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Director
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July 2, 2018
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/s/ Pamela J. Royal
Pamela J. Royal
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Director
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July 2, 2018
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/s/ Robert H. Spilman, Jr.
Robert H. Spilman, Jr.
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Director
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July 2, 2018
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/s/ Susan N. Story
Susan N. Story
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Director
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July 2, 2018
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/s/ Michael E. Szymanczyk
Michael E. Szymanczyk
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Director
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July 2, 2018
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/s/ Mark F. McGettrick
Mark F. McGettrick
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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July 2, 2018
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/s/ Michele L. Cardiff
Michele L. Cardiff
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Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)
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July 2, 2018
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