As filed with the Securities and Exchange Commission on October 31, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
Registration Statement
under
THE SECURITIES ACT OF 1933
TECO ENERGY, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-2052286
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or No.)
organization)
702 North Franklin Street
Tampa, Florida 33602
(813) 228-4111
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
TECO Energy Group Deferred Compensation Plan
(Full title of the plan)
David E. Schwartz, Esq.
Secretary
TECO Energy, Inc.
702 North Franklin Street
Tampa, Florida 33602
(813) 228-4111
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Proposed maximum Proposed maximum Amount of
Title of securities Amount to offering price aggregate registration
to be registered be registered per obligation offering price fee
Deferred Compensation $30,000,000 100% $30,000,000 $7,500
Obligations(1)
(1) The Deferred Compensation Obligations are unsecured obligations of TECO
Energy, Inc. to pay deferred compensation in the future in accordance with the
terms of the TECO Energy Group Deferred Compensation Plan
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will
be sent or given to participating employees as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended (the "Securities Act"). Such documents
and the documents incorporated by reference herein pursuant to Item 3 of Part II
hereof, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Annual Report of TECO Energy, Inc. (the "Company") on Form 10-K for the
fiscal year ended December 31, 2000, Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2001 and June 30, 2001, Current Reports on Form 8-K
dated February 8, 2001, February 20, 2001, March 7, 2001, April 11, 2001, April
20, 2001, April 27, 2001, May 2, 2001, May 15, 2001, September 25, 2001,
September 27, 2001 and October 11, 2001, and an Amended Current Report on Form
8-K/A dated February 20, 2001 filed pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "Exchange Act"), are incorporated by reference herein.
Information furnished under Item 9 of Form 8-K is not incorporated by reference
herein.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering of the securities registered pursuant to this
Registration Statement shall be deemed to be incorporated by reference into this
Registration Statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document 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 superseded, to constitute a part hereof.
Item 4. Description of Securities.
Under the TECO Energy Group Deferred Compensation Plan (the "Plan"), the Company
will provide eligible employees the opportunity (a) to receive deferred
compensation to make up for benefits lost under the TECO Energy Group Retirement
Savings Plan (the "Savings Plan") due to limitations of the Internal Revenue
Code and (b) to defer specified portions of their base salary and annual
incentive compensation and income that would have resulted from the vesting of
certain long-term incentive awards. The obligations of the Company to pay this
deferred compensation (the "Obligations") will be unsecured general obligations
of the Company to pay the deferred compensation in the future in accordance with
the terms of the Plan, and will rank pari passu with other unsecured and
unsubordinated indebtedness of the Company from time to time outstanding.
The amount of compensation to be deferred by each participating employee (each a
"Member") will be determined in accordance with the Plan based on the amount of
contributions that could not be made to the Savings Plan due to limitations of
the Internal Revenue Code and based on elections by each Member. Obligations
will be payable either at the same time and in the same form as the Member
chooses for payment of benefits from the Savings Plan or on the date and in the
form (lump sum or up to five annual installments) selected by the Member in
accordance with the Plan, depending on the nature of the compensation deferred,
the year to which it relates, and the choices made by the Member. If the amount
owed to a Member is $25,000 or less when the Member terminates employment, the
deferred compensation will be paid shortly after termination of employment. Each
Member's Obligation will be adjusted to reflect the investment experience,
whether positive or negative, of one or more investments chosen by the Member
from investments (that may include investments based on common stock of the
Company) designated by the Compensation Committee of the Board of Directors of
the Company in accordance with the Plan. The Obligations will be denominated and
payable in United States dollars.
A Member's right or the right of any other person to the Obligations cannot be
assigned, alienated, transferred, or made subject to sale, mortgage, pledge,
hypothecation, anticipation, garnishment, attachment, execution or levy, except
in accordance with transfers at death, including to a designated beneficiary, in
accordance with the Plan.
The Obligations are not subject to redemption, in whole or in part, before the
individual payment dates chosen by each Member, except in the cases of payment
on death, payment of amounts of $25,000 or less on termination of employment,
withdrawal due to a financial hardship in the discretion of the Compensation
Committee of the Board of Directors of the Company, and termination of the Plan.
The Company reserves the right to amend or terminate the Plan at any time,
except that no amendment may reduce the amount
that would be payable to each Member if payments were made on the date of the
amendment. If the Company terminates the Plan, it may in its discretion pay all
amounts deferred under the Plan in a lump sum as soon as practicable after Plan
termination.
The Obligations are not convertible into any other security of the Company. The
Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Company. Other than any
trustee under a grantor trust established by the Company, no trustee has been
appointed having the authority to take action with respect to the Obligations;
and each Member will be responsible for acting independently with respect to,
among other things, the giving of notices, responding to any requests for
consents, waivers or amendments pertaining to the Obligations, enforcing
covenants and taking action upon default.
Item 5. Interests of Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Our bylaws provide that we will indemnify to the full extent permitted by the
law any person who is or was a party to any threatened, pending or completed
proceeding, because such person is or was a director or officer for us or is or
was serving at our request as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise. The indemnification
provided for in our bylaws is expressly not exclusive of all other rights to
which the person may be entitled as a matter of law. Section 607.0850 of the
Florida Business Corporation Act provides that a corporation may indemnify each
person who was or is a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving, at the request of the corporation, as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against liability, expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the registrant, and with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful; provided, however, no indemnification shall be made in
connection with any proceeding brought by or in the right of the registrant
where the person involved is adjudged to be liable to the corporation, except to
the extent approved by a court. We maintain an insurance policy on behalf of our
directors and officers, covering certain liabilities that may be incurred by the
directors and officers when acting in their capacities as such.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
5 Opinion of Palmer & Dodge LLP.
23(a) Consent of Palmer & Dodge LLP (included as part of Exhibit 5 hereto).
23(b) Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on signature page to this
registration statement).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) That, for the purpose 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, 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.
(b) 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 provisions referred to in Item 6 of this registration
statement, 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
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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.
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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 Tampa and state of Florida as of October 31, 2001.
TECO ENERGY, INC.
By: /s/ Gordon L. Gillette
--------------------------
Gordon L. Gillette
Principal Financial Officer
We, the undersigned officers and directors of TECO Energy, Inc., hereby
severally constitute and appoint Gordon L. Gillette and David E. Schwartz our
true and lawful attorneys, with full power to them in any and all capacities, to
sign any amendments to this Registration Statement on Form S-8 (including pre-
and post-effective amendments), and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact may do or cause to be done by virtue hereof.
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 as of October 31, 2001.
Signature Title
--------- -----
/s/ R.D. Fagan Chairman of the Board, President and Chief Executive Officer
------------------------------- (Principal Executive Officer)
(R.D. Fagan)
/s/ G.L. Gillette Senior Vice President-Finance and Chief Financial Officer
------------------------------- (Principal Financial Officer)
(G.L. Gillette)
/s/ S.A. Myers Vice President-Corporate Accounting and Tax
-------------------------------- (Principal Accounting Officer)
(S.A. Myers)
/s/ C.D. Ausley Director
--------------------------------
(C.D. Ausley)
/s/ S.L. Baldwin Director
--------------------------------
(S.L. Baldwin)
/s/ J.L. Ferman, Jr. Director
--------------------------------
(J.L. Ferman, Jr.)
/s/ L. Guinot, Jr. Director
--------------------------------
(L. Guinot, Jr.)
/s/ I.D. Hall Director
--------------------------------
(I.D. Hall)
/s/ T.L. Rankin Director
--------------------------------
(T.L. Rankin)
/s/ W.D. Rockford Director
--------------------------------
(W.D. Rockford)
/s/ W.P. Sovey Director
--------------------------------
(W.P. Sovey)
/s/ T.J. Touchton Director
--------------------------------
(T.J. Touchton)
/s/ J.A. Urquhart Director
--------------------------------
(J.A. Urquhart)
-------------------------------- Director
(J.O. Welch, Jr.)
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Exhibit Index
Exhibit No. Description
* 5 Opinion of Palmer & Dodge LLP.
* 23(a) Consent of Palmer & Dodge LLP (included in Exhibit 5 hereto).
* 23(b) Consent of PricewaterhouseCoopers LLP.
* 24 Power of Attorney (included on signature page to this registration statement).
* Filed herewith.
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