SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NORTHEAST UTILITIES
(Exact Name of Registrant as Specified in its Charter)
Massachusetts 04-2147929
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
174 Brush Hill Avenue 01090-2010
West Springfield, Massachusetts (Zip Code)
(Address of Principal Executive Offices)
Non-Qualified Stock Option of Michael G. Morris
(Full title of the plan)
Gregory B. Butler, Esq.
Vice President, Secretary and General Counsel
Northeast Utilities Service Company
107 Selden Street
Berlin, Connecticut 06037
(Name and address of agent for service)
(860) 665-5000
(Telephone number, including area code,
of agent for service)
With Copy To:
Jeffrey C. Miller, Esq.
Assistant General Counsel
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
CALCULATION OF REGISTRATION FEE
Title Of Each Amount Proposed Proposed Amount
Class Of To Be Maximum Maximum Of
Securities To Be Registered Offering Aggregate Registration
Registered Price Offering Fee
Per Unit* Price*
Common Shares, $5 500,000 $16.50 $8,250,000 $667.43
par value
* Estimated solely for purposes of calculating the
registration fee in accordance with Rule 457(c) under the
Securities Act of 1933, as amended, as the average of the
high and low prices reported in the consolidated
reporting system as of June 6, 2003.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The Registrant will send or give the documents containing
the information specified in Part I of Form S-8 to each plan
participant as specified by the Securities and
Exchange Commission Rule 428(b)(1) under the 1933 Act. These
documents need not be filed with the Securities and Exchange
Commission either as part of this registration statement or
as a prospectus or prospectus supplement under Rule 424 of
the 1933 Act.
PART II
ITEM 3. INFORMATION NOT REQUIRED IN PROSPECTUS
The following documents filed by the Registrant with the
Securities and Exchange Commission are incorporated herein
by reference:
(i) the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2002, filed with the SEC on March
21, 2003;
(ii) the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2003, filed with the SEC on May 9, 2003;
(iii) the Registrant's Current Reports on Form 8-K filed
with the SEC on January 28, 2003, and May 15, 2003;
(iv) the Registrant's Definitive Proxy Statement on
Schedule 14A, filed with the SEC on April 7, 2003; and
(v) Description of Common Shares, $5.00 par value, of NU
contained in Amendment No. 1 (Post-Effective Amendment No. 1) to
Registration Statement on Form S-3 (File No. 33-34622) and any
amendment to said description subsequently filed for purposes of
updating said description;
and all documents subsequently filed by Northeast Utilities
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 which indicates that all securities
offered 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 date of filing of such documents.
Where any document or part thereof is incorporated by
reference in this Registration Statement, the Registrant
will provide without charge to each person to whom a
Prospectus with respect to the Plan is delivered, upon
written or oral request of such person, a copy of any and
all of the information incorporated by reference in this
Registration Statement, excluding exhibits unless such
exhibits are specifically incorporated by reference.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The consolidated financial statements and the related
financial statement schedules, as of and for the years ended
December 31, 2002 and 2001, incorporated in this
Registration Statement by reference from the Company's
Annual Report on Form 10-K for the year ended December 31,
2002, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, which are
incorporated herein by reference (which express an
unqualified opinion and include explanatory paragraphs with
respect to the Company's adoption of Statement of Financial
Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended,
effective January 1, 2001, and its adoption in 2002 of
Emerging Issues Task Force Issue 02-3, "Accounting for
Contracts Involved in Energy Trading and Risk Management
Activities" and SFAS No. 142, "Goodwill and Other Intangible
Assets"), and have been so incorporated in reliance upon the
reports of such firm given upon their authority as experts
in accounting and auditing.
The consolidated statements of income, comprehensive
income, shareholders' equity, cash flows and income taxes
for the year ended December 31, 2000, incorporated in this
Registration Statement by reference from the Company's
Annual Report on Form 10-K for the year ended December 31,
2002, have been audited by Arthur Andersen LLP, independent
public accountants, as stated in their report, which is
incorporated herein by reference, and has been so included
in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing. Arthur
Andersen LLP expressed an unqualified opinion on those
financial statements in their report for that year. Arthur
Andersen LLP, who has ceased operations, has not consented
to the inclusion of their report in connection with this
Registration Statement and was not involved in reviewing the
materials contained herein. As such, the ability of
potential investors to recover against Arthur Andersen LLP
for any untrue statements of a material fact contained in
the financial statements audited by Arthur Andersen LLP or
any omissions to state a material fact required to be stated
therein may be limited.
With respect to the unaudited interim financial
information for the periods ended March 31, 2003 and 2002,
which is incorporated herein by reference, Deloitte & Touche
LLP has applied limited procedures in accordance with
professional standards for a review of such information.
However, as stated in their report included in the Company's
Quarterly Report on Form 10-Q for the quarter ended March
31, 2003 and incorporated by reference herein, they did not
audit and they do not express an opinion on that interim
financial information. Accordingly, the degree of reliance
on their report on such information should be restricted in
light of the limited nature of the review procedures
applied. Deloitte & Touche LLP are not subject to the
liability provisions of Section 11 of the Securities Act of
1933 for their report on the unaudited interim financial
information because that report is not a "report" or a
"part" of the Registration Statement prepared or certified
by an accountant within the meaning of Sections 7 and 11 of
the Act.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 34 of the Declaration of Trust of the Company
provides that the Trustees, officers, agents or any other
representative elected or appointed pursuant to any
provision thereof shall not be liable for any act or default
on the part of any co-Trustee, or other officer or agent, or
for having permitted any co-Trustee or other officer or
agent to receive or retain any money or property receivable
by the Trustees under the Declaration of Trust, or for
errors of judgment in exercising or failing to exercise any
of the powers or discretions conferred upon or resting upon
him, or for any loss arising out of any investment, or for
failure to sue for or to collect any moneys or property
belonging to the trust estate, or for any act or omission to
act, performed or omitted by him in good faith in the
execution of the trusts created under the Declaration of
Trust. Each Trustee and every such officer, agent or
representative shall be answerable and accountable only for
his own receipts and for his own willful acts, neglects and
defaults constituting a breach of trust knowingly and
intentionally committed by him in bad faith, and not for
those of any other, or of any bank, trust company, broker,
attorney, auctioneer or other person with whom or into whose
hands any property forming part of the trust estate may be
deposited or come, or by whom any action relating to the
trusts created under the Declaration of Trust may be taken or
omitted to be taken; nor shall any Trustee or any such
officer, agent or representative be liable or accountable
for any defect in title, or for failing to transfer to or
vest in the Trustees title to any property or effects for
the time being subject to any of the trusts of these
presents, or intended or believed to be so subject, or for
failing to take out or maintain any or sufficient insurance
or for liens or encumbrances upon any such property or
effects, or for lack of genuineness or for invalidity of the
shares, bonds or other obligations or instruments forming
part of or relating to the trust estate, or for any loss, or
otherwise, unless the same shall happen through his own
willful act, neglect or default constituting a breach of
trust knowingly and intentionally committed by him in bad
faith; and the Trustees and each of them and each such
officer, agent or representative shall be entitled out of
the trust estate to reimbursement for their or his
reasonable expenses and outlays and to be put in funds and
exonerated and indemnified to their or his reasonable
satisfaction from time to time, against any and all loss,
costs, expense and liability incurred or to be incurred by
them or him in the execution of the trusts created under the
Declaration of Trust; and no Trustee, however appointed,
shall be obliged to give any bond or surety or other
security for the performance of any of his duties in the
said trusts.
In addition, and without limiting the protection afforded
to them, no Trustee, officer, agent or representative shall
be liable for monetary damages for breach of fiduciary duty
as a Trustee, officer, agent or representative,
notwithstanding any provision of law imposing such
liability; provided, however, that the provisions of this
paragraph shall not be deemed to eliminate or limit any
liability which such Trustee, officer, agent or
representative would otherwise have under the provisions of
the declaration (1) for any breach of such person's duty of
loyalty to the association or its shareholders, (2) for acts
or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, or (3) for any
transaction from which such person derived an improper
personal benefit.
Article 34 of the Declaration of Trust of the Company
also provides that the Company shall indemnify each of its
Trustees and officers against all losses, liabilities and
expenses, including amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and
counsel fees, imposed upon or reasonably incurred by such
person in connection with the defense or disposition of any
action, suit or other proceeding, whether civil or criminal,
in which he may be involved or with which he may be
threatened, while in office or thereafter, by reason of his
being or having been such a Trustee or officer, except with
respect to any matters as to which such person shall have
been finally adjudicated not to have acted in good faith in
the reasonable belief that his acting was in the best
interests of the Company. The Declaration of Trust provides,
however, that as to any matter disposed of by a compromise
payment by such Trustee or officer, pursuant to a consent
decree or otherwise, no indemnification either for said
payment or for any other expenses shall be provided unless a
determination is made that indemnification of the Trustee or
officer is proper under the circumstances because such
Trustee or officer acted in good faith in the reasonable
belief that his acting was in the best interest of the
association. Such determination shall be made (1) by the
Board of Trustees by a majority vote of a quorum consisting
of Trustees who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or,
even if obtainable, such a quorum so directs, by independent
legal counsel in a written opinion, or (3) by the
shareholders.
In performing his duties, any such Trustee or officer
who acts in good faith shall be fully protected in relying
upon the books of account of the association or of another
organization in which he serves as contemplated by the
Declaration of Trust, reports, opinions and advice to the
association or to such other organization by any of its
officers or employees or by counsel, accountants, appraisers
or other experts or consultants selected with reasonable
care or upon other records of the association or of such
other organization.
Expenses incurred by any Trustee or officer with respect
to any action, suit or proceeding as described above may be
paid or advanced by the association prior to the final
disposition of such action, suit or proceeding, upon receipt
of an undertaking by or on behalf of the Trustee or officer
to repay such amount if upon final disposition thereof he
shall not be entitled to indemnification.
The rights of indemnification hereby provided shall not
be exclusive of or affect any other right to which any
Trustee or officer may be entitled and all such rights shall
inure to the benefit of his heirs, executors, administrators
and other legal representatives. Such other rights shall
include the powers, immunities and rights of reimbursement
which would be allowable under the laws of the Commonwealth
of Massachusetts where the association of business
corporation organized under such laws. The Company also
maintains an insurance policy that insures its Trustees and
officers against certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
Exhibit Description
No.
4.1 Declaration of Trust of Northeast Utilities, as amended through
June 10, 2003.
4.2 Employment Agreement of Michael G. Morris, as amended through
September 11, 2001 (incorporated herein by reference to Exhibit
10.39 to the Northeast Utilities Annual Report on Form 10-K for
the year ended December 31, 1997, Exhibit 10.39.1 to the
Northeast Utilities Annual Report on Form 10-K for the year
ended December 31, 1998, Exhibits 10.41.2 and 10.41.3 to the
Northeast Utilities Quarterly Report on Form 10-Q for the
quarter ending September 30, 2001, and Exhibit 10.38.4 to the
Northeast Utilities Quarterly Report on Form 10-Q for the
quarter ending September 30, 2002).
15 Letter of Deloitte & Touche LLP to Northeast Utilities re:
unaudited interim financial information.
23 Consent of Deloitte & Touche LLP.
24 Powers of Attorney (included on the signature page of
this Registration Statement).
ITEM 9. UNDERTAKINGS.
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 the information set forth
in this 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 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(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 this registration
statement; provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the information required
to be included in a post-effective amendment by these paragraphs is
contained in periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 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.
(4) 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 Securities Exchange
Act of 1934 that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating
to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
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
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 the
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the town of
Berlin, State of Connecticut, on June 10, 2003.
NORTHEAST UTILITIES
By: /s/ JOHN H. FORSGREN
John H. Forsgren
Vice Chairman, Executive Vice
President and Chief Financial
Officer and a Trustee
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 dates indicated. Each person whose signature
appears below hereby constitutes Gregory B. Butler, John H. Forsgren,
David R. McHale and Jeffrey C. Miller, and each of them singly, their
true and lawful attorneys, with full power to each such attorney to sign
for them in their names, in the capacities indicated below, any and all
amendments to this registration statement, hereby ratifying and
confirming such person's signature as it may be signed by said attorneys
to any and all amendments to said registration statement.
Signature Title Date
/s/ MICHAEL G. MORRIS Chairman of the Board, June 10, 2003
Michael G. Morris President and Chief
Executive Officer and
a Trustee
/s/ JOHN H. FORSGREN Vice Chairman, June 10, 2003
John H. Forsgren Executive Vice President
and Chief Financial
Officer and a Trustee
/s/ JOHN P. STACK Vice President-Accounting June 10, 2003
John P. Stack and Controller
/s/ RICHARD H. BOOTH Trustee June 10, 2003
Richard H. Booth
/s/ COTTON M. CLEVELAND Trustee June 10, 2003
Cotton M. Cleveland
/s/ SANFORD CLOUD, JR. Trustee June 10, 2003
Sanford Cloud, Jr.
/s/ JAMES F. CORDES Trustee June 10, 2003
James F. Cordes
/s/ E. GAIL DE PLANQUE Trustee June 10, 2003
E. Gail de Planque
/s/ JOHN G. GRAHAM Trustee June 10, 2003
John G. Graham
/s/ ELIZABETH T. KENNAN Trustee June 10, 2003
Elizabeth T. Kennan
/s/ ROBERT E. PATRICELLI Trustee June 10, 2003
Robert E. Patricelli
/s/ JOHN F. SWOPE Trustee June 10, 2003
John F. Swope
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan)
have duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Berlin,
State of Connecticut, on June 10, 2003.
NON-QUALIFIED STOCK OPTION
OF MICHAEL G. MORRIS
By /s/ JOHN H. FORSGREN
____________________________________________
John H. Forsgren
Vice Chairman, Executive Vice President
and Chief Financial Officer and a Trustee
EXHIBIT INDEX
Exhibit Description
No.
4.1 Declaration of Trust of Northeast Utilities, as amended through
June 10, 2003.
4.2 Employment Agreement of Michael G. Morris, as amended through
September 11, 2001 (incorporated herein by
reference to Exhibit 10.39 to the Northeast
Utilities Annual Report on Form 10-K for the year
ended December 31, 1997, Exhibit 10.39.1 to the
Northeast Utilities Annual Report on Form 10-K for
the year ended December 31, 1998, Exhibits 10.41.2
and 10.41.3 to the Northeast Utilities Quarterly
Report on Form 10-Q for the quarter ending September
30, 2001, and Exhibit 10.38.4 to the Northeast
Utilities Quarterly Report on Form 10-Q for the
quarter ending September 30, 2002).
15 Letter of Deloitte & Touche LLP to Northeast Utilities re:
unaudited interim financial information.
23 Consent of Deloitte & Touche LLP.
24 Powers of Attorney (included on the signature page of
this Registration Statement).