As filed with the Securities and Exchange Commission on June 6, 2005
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ATLAS PIPELINE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 23-3011077
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
311 Rouser Road, Moon Township, PA 15108
(Address of Principal Executive Offices) (Zip Code)
ATLAS PIPELINE PARTNERS, L.P. LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Michael L. Staines
Atlas Pipeline Partners GP, LLC
311 Rouser Road
Moon Township, PA 15108
(Name and address of agent for service)
(412) 262-2830
(Telephone number, including area code, of agent for service)
Copy to:
Mark E. Rosenstein
Ledgewood Law Firm, P.C.
1521 Locust Street
Philadelphia, PA 19102
(215) 731-9450
CALCULATION OF REGISTRATION FEE
PROPOSED
PROPOSED MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) UNIT(2) PRICE(2) REGISTRATION FEE
Common units of 435,000 $42.00 $18,270,000 $2,151
limited partner
interest
_______________
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as
amended, this registration statement also shall be deemed to cover an
indeterminate number of additional common units of limited partner interest
issuable in the event the number of outstanding units of the registrant is
increased by split, reorganization, recapitalization or the like.
(2) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933 based upon the
average of the high and low prices of the registrant's common units as
reported on the New York Stock Exchange on June 1, 2005.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Information required by this item to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with the
Introductory Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Information required by this item to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with 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 Securities and Exchange Commission are
incorporated by reference in this registration statement:
o Our annual report on Form 10-K for the year ended December 31, 2004.
o Our quarterly report on Form 10-Q for the quarter ended March 31, 2005.
o Our current reports on Form 8-K filed March 14, 2005, March 22, 2005,
April 18, 2005, May 13, 2005, May 24, 2005 and May 27, 2005.
o The description of our common units contained in our Form 8-A, as
amended, filed on May 10, 2004.
All documents subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment to this registration statement which indicates
that all securities offered pursuant to this registration statement have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the registrant's partnership agreement, the registrant will
indemnify the following persons, by reason of their status as such, to the
fullest extent permitted by law, from and against all losses, claims or damages
arising out of or incurred in connection with the registrant's business:
o the general partner;
o any departing general partner;
o any person who is or was an affiliate of the general partner or any
departing general partner;
o any person who is or was a member, partner, officer, director,
employee, agent or trustee of the general partner, any departing
general partner or the registrant's subsidiary operating
partnership, or any affiliate of a general partner, any departing
general partner or the registrant's subsidiary operating
partnership; or
o any person who is or was serving at the request of a general
partner or any departing general partner or any affiliate of a
general partner or any departing general partner as an officer,
director, employee, member, partner, agent, fiduciary or trustee of
another person.
The registrant's indemnification obligation arises only if the
indemnified person acted in good faith and in a manner the person reasonably
believed to be in, and not opposed to, the registrant's best interests. With
respect to criminal proceedings, the indemnified person must not have had
reasonable cause to believe that the conduct was unlawful.
Subject to any terms, conditions or restrictions set forth in the
partnership agreement, Section 17-108 of the Delaware Revised Uniform Limited
Partnership Act empowers a Delaware limited partnership to indemnify and hold
harmless any partner or other person from and against all claims and demands
whatsoever.
As permitted by Section 102(b)(7) of the Delaware General Corporation
Law, the bylaws of each of Atlas America, Inc. and Resource America, Inc.
provide that its officers and directors (including those who act at its request
as officers of and directors of subsidiaries) shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty, except for liability (i) for any breach of their duty of loyalty, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, relating to prohibited dividends or distributions or the
repurchase or redemption of stock, or (iv) for any transaction from which the
director or officer derives an improper personal benefit. In addition, the
bylaws of each provide for indemnification of its officers and directors to the
fullest extent permitted under Delaware law, including indemnification for their
service as officers and directors of subsidiaries.
Substantially the same provisions regarding indemnification are
contained in the limited liability company agreement of Atlas Pipeline Partners
GP, LLC, the registrant's general partner.
The registrant maintains directors' and officers' liability insurance
for itself, its subsidiaries and Atlas Pipeline Partners GP, LLC.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
3.1 Second Amended and Restated Agreement of Limited Partnership
of Atlas Pipeline Partners, L.P.(1)
4.1 Form of common unit certificate.(2)
4.2 Atlas Pipeline Partners, L.P. Long-Term Incentive Plan.(3)
5.1 Opinion of Ledgewood as to the legality of the securities
being registered.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Ledgewood (contained in Exhibit 5.1).
24.1 Power of Attorney (included in signature pages).
_____________________
(1) Previously filed as an exhibit to the registration statement on
Form S-3 (File No. 333-113523).
(2) Previously filed as an exhibit to the registration statement on
Form S-1 (File No. 333-85193).
(3) Previously filed as an appendix to the definitive proxy statement
on Schedule 14A filed on January 13, 2004.
ITEM 9. UNDERTAKINGS.
Undertakings required by Item 512(a) of Regulation S-K
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 of 1933;
(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 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 a 20% 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 paragraphs (a)(1)(i) and (a)(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 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the 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.
Undertakings required by item 512(b) of Regulation S-K
The undersigned registrant 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 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's 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 the initial bona
fide offering thereof.
Undertakings required by Item 512(h) of Regulation S-K
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted for directors, officers and controlling persons of the
registrant, 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 trustee, officer or controlling
person of the registrant in the successful defense of an 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
The Registrant. 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 Philadelphia, Commonwealth of Pennsylvania, on June
6, 2005.
ATLAS PIPELINE PARTNERS, L.P.
By: Atlas Pipeline Partners GP, LLC, its General
Partner
By: /s/ Michael L. Staines
-----------------------------------------
Michael L. Staines
President and Chief Operating Officer
KNOWN ALL PERSONS BY THESE PRESENTS, that the persons whose signatures appear
below, constitute and appoint Jonathan Z. Cohen and Michael L. Staines, and each
of them, as their true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for them and in their names, places and
steads, 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 the other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as they might or could do in person, hereby
ratifying and conforming all that said attorneys-in-fact and agents, or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons on behalf of the
registrant and in the capacities indicated for Atlas Pipeline Partners GP, LLC
on June 6, 2005.
Signature Title
--------- -----
/s/ Edward E. Cohen Chairman of the Managing Board and
-------------------------------- Chief Executive Officer
Edward E. Cohen
/s/ Jonathan Z. Cohen Vice Chairman of the Managing Board
--------------------------------
Jonathan Z. Cohen
/s/ Michael L. Staines President, Chief Operating Officer and
-------------------------------- Managing Board Member
Michael L. Staines
/s/ Matthew A. Jones Chief Financial Officer
--------------------------------
Matthew A. Jones
/s/ Sean P. McGrath Chief Accounting Officer
--------------------------------
Sean P. McGrath
/s/ Gayle P.W. Jackson Managing Board Member
--------------------------------
Gayle P.W. Jackson
/s/ Curtis D. Clifford Managing Board Member
--------------------------------
Curtis D. Clifford
/s/ Tony C. Banks Managing Board Member
--------------------------------
Tony C. Banks
/s/ Martin Rudolph Managing Board Member
--------------------------------
Martin Rudolph