Securities Registration (section 12(b)) (8-a12b)
14 Junho 2019 - 10:24AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
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 of incorporation or organization)
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(I.R.S. 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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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class to be
registered
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Name of each exchange
on which each class is to be registered
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2019 Series A Corporate Units
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New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c), check the following box. ☒
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following
box. ☐
Securities Act registration statement or Regulation A offering statement
file number to which this form relates:
333-219088
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Item 1.
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Description of Registrants Securities to be Registered
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The description of the Registrants 2019 Series A Corporate Units to be registered hereunder is set forth (i) under the captions
Description of Stock Purchase Contracts and Stock Purchase Units and Description of Capital Stock Preferred Stock contained in the Prospectus, dated June 30, 2017, to the Registrants registration statement
on Form
S-3
(File
No. 333-219088)
originally filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933 (the
Securities Act) on June 30, 2017, (ii) under the captions Description of the Equity Units, Description of the Purchase Contracts, Certain Provisions of the Purchase Contract and the Pledge
Agreement, Description of the Convertible Preferred Stock and Description of Our Capital Stock included in the Prospectus Supplement filed with the Commission on June 13, 2019, pursuant to Rule 424(b) under the
Securities Act and (iii) in Exhibit 99.1 Description of Common Stock in Amendment No. 3 to our Current Report on Form
8-K,
filed with the Commission under the Securities Exchange
Act of 1934, as amended (File
No. 1-8489),
on June 10, 2019. Such descriptions are incorporated herein by reference.
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Exhibit
No.
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Description
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1.
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Articles of Incorporation, amended and restated effective June 14, 2019 (incorporated by reference to Exhibit 3.1 to Dominion Energy, Inc.s Form
8-K
filed June 14, 2019, File
No. 1-8489).
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2.
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Amended and Restated Bylaws, effective May 10, 2017 (incorporated by reference to Exhibit 3.2 to Dominion Energy, Inc.s Form
8-K
filed May 10, 2017, File
No. 1-8489).
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3.
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Form of Common Stock Certificate (incorporated by reference to Exhibit 4.5 to Dominion Energy, Inc.s Form
8-K
filed June 14, 2019, File
No. 1-8489).
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4.
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2019 Series A Purchase Contract and Pledge Agreement, dated June 14, 2019, among Dominion Energy, Inc., Deutsche Bank Trust Company Americas as Purchase Contract Agent, and HSBC Bank USA, National Association as Collateral
Agent, Custodial Agent and Securities Intermediary (incorporated by reference to Exhibit 4.1 to Dominion Energy, Inc.s Form
8-K
filed June 14, 2019, File
No. 1-8489).
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5.
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Form of 2019 Series A Corporate Unit Certificate (incorporated by reference to Exhibit 4.2 to Dominion Energy, Inc.s Form
8-K
filed June 14, 2019, File
No. 1-8489).
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6.
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Form of 2019 Series A Treasury Unit Certificate (incorporated by reference to Exhibit 4.3 to Dominion Energy, Inc.s Form
8-K
filed June 14, 2019, File
No. 1-8489).
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7.
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Form of 2019 Series A Cash Settled Unit Certificate (incorporated by reference to Exhibit 4.4 to Dominion Energy, Inc.s Form
8-K
filed June 14, 2019, File
No. 1-8489).
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8.
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Form of Convertible Preferred Stock Certificate (incorporated by reference to Exhibit 4.6 to Dominion Energy, Inc.s Form
8-K
filed June 14, 2019, File
No. 1-8489).
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SIGNATURE
Pursuant to the requirements of Section 12 of Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
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Dominion Energy, Inc.
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By:
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/s/ James R. Chapman
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James R. Chapman
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Executive Vice President, Chief Financial Officer and Treasurer
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Dated: June 14, 2019
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