As filed with the Securities and Exchange Commission on June 25, 2001
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ATMOS ENERGY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Texas and Virginia 75-1743247
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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1800 Three Lincoln Centre
5430 LBJ Freeway
Dallas, Texas 75240
(972) 934-9227
(Address of Principal Executive Offices and Zip Code)
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Atmos Energy Corporation
Employee Stock Ownership Plan and Trust
(Full Title of the Plan)
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Louis P. Gregory
1800 Three Lincoln Centre
5430 LBJ Freeway
Dallas, Texas 75240
(972) 934-9227
(Name, Address, and Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE(1)
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Title Of Amount Proposed Maximum Proposed Maximum Amount
Securities to be Offering Price Per Aggregate of Registration
To Be Registered Registered (2) Share (3) Offering Price (3) Fee
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Common stock, no par value 1,000,000 $22.96 per share $22,960,000 $5,740
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(1) This registration statement relates to the registration of additional
securities under the Atmos Energy Corporation Employee Stock Ownership Plan
and Trust. Under the original registration statement (File no. 33-57687)
relating to the Employee Stock Ownership Plan and Trust, the registrant
registered 1,000,000 shares of common stock. The filing fee associated with
filing the original registration statement was $5,883.62.
(2) This registration statement covers, in addition to the number of shares of
common stock, no par value, stated above, such additional shares as may be
issued as a result of the antidilution provisions of the Employee Stock
Ownership Plan and Trust.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) on the basis of the average of the high and low
prices of the registrant's common stock as reported by the New York Stock
Exchange on June 20, 2001.
(4) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The registration statement (File no. 33-57687) on Form S-8 relating to the
Atmos Energy Corporation Employee Stock Ownership Plan and Trust (formerly known
as the Employee Stock Ownership Plan and Trust for Employees of Atmos Energy
Corporation), filed by Atmos with the Securities and Exchange Commission on
February 14, 1995, is incorporated by reference in and made a part of this
registration statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Louis P. Gregory will opine for us as to the validity of the offered
securities. Mr. Gregory is a Senior Vice President and the General Counsel of
Atmos.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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5.1 Opinion of Louis P. Gregory
23.1 Consent of Independent Auditors
23.2 Consent of Louis P. Gregory (included in Exhibit 5.1)
24 Power of Attorney (included on Signature Page)
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SIGNATURES
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 Dallas, State of Texas, on this 25th day of June,
2001.
ATMOS ENERGY CORPORATION
By: /s/ ROBERT W. BEST
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Robert W. Best, Chairman,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Robert W. Best as his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments to this registration statement,
including post-effective amendments, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent 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 might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent 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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ ROBERT W. BEST Chairman, President and Chief June 25, 2001
-------------------------- Executive Officer
Robert W. Best (Principal Executive Officer)
/s/ JOHN P. REDDY Senior Vice President and June 25, 2001
-------------------------- Chief Financial Officer
John P. Reddy (Principal Financial Officer)
/s/ F. E. MEISENHEIMER Vice President and Controller June 25, 2001
-------------------------- (Principal Accounting Officer)
F. E. Meisenheimer
/s/ TRAVIS W. BAIN II Director June 25, 2001
--------------------------
Travis W. Bain II
Director June __, 2001
--------------------------
Dan Busbee
/s/ RICHARD W. CARDIN Director June 25, 2001
--------------------------
Richard W. Cardin
/s/ THOMAS J. GARLAND Director June 25, 2001
--------------------------
Thomas J. Garland
/s/ GENE C. KOONCE Director June 25, 2001
--------------------------
Gene C. Koonce
/s/ VINCENT J. LEWIS Director June 25, 2001
--------------------------
Vincent J. Lewis
/s/ THOMAS C. MEREDITH Director June 25, 2001
--------------------------
Thomas C. Meredith
/s/ PHILLIP E. NICHOL Director June 25, 2001
--------------------------
Phillip E. Nichol
/s/ CARL S. QUINN Director June 25, 2001
--------------------------
Carl S. Quinn
/s/ CHARLES K. VAUGHAN Director June 25, 2001
--------------------------
Charles K. Vaughan
/s/ RICHARD WARE II Director June 25, 2001
--------------------------
Richard Ware II
Pursuant to the requirements of the Securities Act of 1933, the ESOP Trust
Committee has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Dallas, State of
Texas, on this 25th day of June, 2001.
ESOP TRUST COMMITTEE
By: /s/ LAURIE M. SHERWOOD
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Laurie M. Sherwood, Chairperson
By: /s/ TOM S. HAWKINS, Jr.
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Tom S. Hawkins, Jr., Member
By: /s/ RONALD W. McDOWELL
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Ronald W. McDowell, Member
By: /s/ WYNN D. McGREGOR
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Wynn D. McGregor, Member
By: /s/ GORDON J. ROY
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Gordon J. Roy, Member
EXHIBIT INDEX
Exhibit
Number Description
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5.1 Opinion of Louis P. Gregory
23.1 Consent of Independent Auditors
23.2 Consent of Louis P. Gregory (included in Exhibit 5.1)
24 Power of Attorney (included on Signature Page)
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