As filed with the Securities and Exchange Commission on September 9, 2002
Registration No. ________
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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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UNISOURCE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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Arizona 86-0786732
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One South Church Avenue
Tucson, Arizona 85701
(Address of principal executive offices)
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UNISOURCE ENERGY CORPORATION 1994 OUTSIDE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
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Vincent Nitido, Jr.
Vice President, General Counsel & Corporate Secretary
UniSource Energy Corporation
One South Church Avenue
Tucson, Arizona 85701
(Name and address of agent for service)
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Telephone number, including area code, of agent for service: (520) 571-4000
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered per unit price fee
registered
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Common Stock, 204,000 (1) $16.72(2) $3,410,880(2) $313.81(2)
no par value shares
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(1) This Registration Statement covers, in addition to the number of
shares of Common Stock stated above, options and other rights to
purchase or acquire the shares of Common Stock covered by the
Prospectus and, pursuant to Rule 416(c) under the Securities Act of
1933, as amended (the "Securities Act"), an additional indeterminate
number of shares, options and rights which by reason of certain events
specified in the UniSource Energy Corporation 1994 Outside Director
Stock Option Plan (the "Plan"), may become subject to the Plan.
(2) Pursuant to Rule 457(h), the maximum offering price, per share and in
the aggregate, and the registration fee were calculated based upon the
average of the high and low prices of the Common Stock on September 5,
2002, as reported on the New York Stock Exchange.
The Exhibit Index for this Registration Statement is at page 6.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Securities Act Rule 428(b)(1). Such documents need not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Securities Act Rule 424. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
2
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of UniSource Energy Corporation (the "Company")
filed with the Commission is incorporated herein by reference:
(a) The Registration Statement on Form S-8 of the Company relating to the Plan
filed with the Commission on January 6, 1998 (registration number
333-43765);
(b) The Company's Annual Report on Form 10-K for its fiscal year ended
December 31, 2001, filed with the Commission on March 7, 2002;
(c) The Company's Quarterly Reports on Form 10-Q for its fiscal quarters ended
March 31, 2002 and June 30, 2002, filed with the Commission on May 10,
2002 and August 9, 2002, respectively;
(d) The Company's Current Report on Form 8-K filed with the Commission on
August 9, 2002; and
(e) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A, filed with the Commission on December
23, 1997 and any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act"), 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 into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained herein or in a document,
all or a portion of which is 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 or superseded shall not be deemed, except as so modified
or amended, to constitute a part of this Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the original issuance of the Common Stock registered
hereby is passed on for the Company by Vincent Nitido, Jr. Mr. Nitido is the
Vice President, General Counsel & Corporate Secretary of the Company and is
compensated by the Company as an employee.
ITEM 8. EXHIBITS
See the attached Exhibit Index at page 6.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Tucson, State of Arizona, on the 6th day of August,
2002.
By: /S/ JAMES S. PIGNATELLI
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James S. Pignatelli
Chairman, President
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Dennis
R. Nelson and Vincent Nitido, Jr., or either of them individually, his or her
true and lawful attorney-in-fact and agent, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or either of them individually, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
/S/ JAMES S. PIGNATELLI Chairman of the Board, August 6, 2002
------------------------ President and Chief
James S. Pignatelli Executive Officer
(Principal Executive
Officer)
/S/ KEVIN P. LARSON Vice President, Chief August 6, 2002
---------------------- Financial Officer and
Kevin P. Larson Treasurer (Principal
Financial Officer)
/S/ KAREN G. KISSINGER Vice President, August 7, 2002
----------------------- Controller and Principal
Karen G. Kissinger Accounting Officer
(Principal Accounting
Officer)
4
/S/ LAWRENCE J. ALDRICH Director August 2, 2002
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Lawrence J. Aldrich
/S/ LARRY W. BICKLE Director August 5, 2002
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Larry W. Bickle
/S/ ELIZABETH T. BILBY Director August 2, 2002
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Elizabeth T. Bilby
/S/ HAROLD W. BURLINGAME Director August 2, 2002
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Harold W. Burlingame
/S/ JOHN L. CARTER Director August 2, 2002
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John L. Carter
/S/ DANIEL W. L. FESSLER Director August 2, 2002
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Daniel W. L. Fessler
/S/ KENNETH HANDY Director August 2, 2002
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Kenneth Handy
/S/ WARREN Y. JOBE Director August 2, 2002
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Warren Y. Jobe
/S/ H. WILSON SUNDT Director August 2, 2002
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H. Wilson Sundt
5
EXHIBIT INDEX
Exhibit
NUMBER DESCRIPTION OF EXHIBIT
4.1 UniSource Energy Corporation Amended and Restated 1994 Outside
Director Stock Option Plan.*
4.2 UniSource Energy Corporation Director Stock Unit Award Program.
5. Opinion of Counsel (opinion re legality).
23.1 Consent of PricewaterhouseCoopers LLP (Consent of Independent
Accountants).
23.2 Consent of Counsel (included in Exhibit 5).
24. Power of Attorney (included in this Registration Statement under
"Signatures").
* Filed as Appendix B to the Company's Proxy Statement Pursuant to Section
14(a) of the Securities Exchange Act of 1934, as amended, filed with the
Commission on March 28, 2002 (SEC File No. 001-13739) and incorporated herein
by this reference.