-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QgSiDGaQUp7Vpca6Al4A+cWkqSbk7XEvZffsaP4LyicSZatFXv8VZ7+LfDfYPTYA ke5xesGtujde5n8iA9b1/Q== 0000012400-00-000002.txt : 20000215 0000012400-00-000002.hdr.sgml : 20000215 ACCESSION NUMBER: 0000012400-00-000002 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000214 EFFECTIVENESS DATE: 20000214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLACK HILLS CORP CENTRAL INDEX KEY: 0000012400 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 460111677 STATE OF INCORPORATION: SD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-30272 FILM NUMBER: 537292 BUSINESS ADDRESS: STREET 1: 625 NINTH ST STREET 2: PO BOX 1400 CITY: RAPID CITY STATE: SD ZIP: 57709 BUSINESS PHONE: 6053481700 MAIL ADDRESS: STREET 1: P O BOX 1400 CITY: RAPID CITY STATE: SD ZIP: 57709 FORMER COMPANY: FORMER CONFORMED NAME: BLACK HILLS POWER & LIGHT CO DATE OF NAME CHANGE: 19860409 S-8 1 FORM S-8 REGISTRATION STATEMENT Registration No. 33__________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT under The Securities Act of 1933 ---------- BLACK HILLS CORPORATION (exact name of registrant as specified in its charter) South Dakota 46-0111677 (State of Incorporation) (IRS Employer Identification No.) 625 Ninth Street, P.O. Box 1400 Rapid City, South Dakota 57709 (address of principal executive offices) Registrant's telephone number, including area code: (605) 348-1700 ---------- BLACK HILLS CORPORATION'S SHORT-TERM ANNUAL INCENTIVE PLAN (Full title of the plan) ---------- ROXANN R. BASHAM Vice President - Finance Black Hills Corporation 625 Ninth Street, Rapid City, South Dakota 57701 (Name and address of agent for service) ---------- It is respectfully requested that the Commission send signed copies of all notices, orders and communications to: JOHN K. NOONEY, Esq. Morrill Thomas Nooney & Braun LLP 625 Ninth Street, Rapid City, South Dakota 57701 ---------- CALCULATION OF REGISTRATION FEE
- ----------------------- --------------------- -------------------- --------------------- ==================== Proposed Maximum Proposed Maximum Title of Securities Offering Price Per Aggregate Offering Amount of to be Registered Amount to be Share (1) Price Registration Fee Registered (1) - ----------------------- --------------------- -------------------- --------------------- ==================== - ----------------------- --------------------- -------------------- --------------------- ==================== Common Stock ($1 par Value) 200,000 Shares $24.1250 $4,825,000 $1,273.80 - ----------------------- --------------------- -------------------- --------------------- ====================
1. Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c), based upon the average of the high and low prices reported as of February 4, 2000. PART II Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by Black Hills Corporation (the Company) with the Securities and Exchange Commission are incorporated herein by reference: (a) The Company's latest annual report on Form-10K filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 since the end of the fiscal year covered by the annual report on Form 10-K referred to in (a) above; and (c) The description of the Company's common stock as contained in the Company's registration statement under Section 12 of the Exchange Act of 1934, including any amendment or report updating such description. All reports and other documents subsequently filed by the Company 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 those securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part thereof from the date of filing such documents. Item 4. DESCRIPTION OF SECURITIES The Company's common stock is registered under Section 12 of the Exchange Act. Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL The legality of the securities offered will be passed upon for the Company by the law firm of Morrill Thomas Nooney & Braun LLP, 625 Ninth Street, Rapid City, South Dakota 57701. Members of the firm of Morrill Thomas Nooney & Braun LLP and members of their immediate families own directly or indirectly 4,000 shares of common stock of the Company. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICER Sections 47-2-58.1 to 47-2-58.7 of the South Dakota Codified Laws permit indemnification of officers and directors of domestic or foreign corporations under certain circumstances and subject to certain limitations. Article V of the Bylaws of the Company and separate indemnification contracts entered into between the Company and each of its directors and officers authorize indemnification of the Company's directors and officers consistent with the provisions of South Dakota laws. The Company has obtained insurance policies indemnifying the Company and the Company's directors and officers against certain civil liabilities and related expenses. Item 7. EXEMPTION FROM REGISTRATION CLAIMED No securities are to be reoffered or resold pursuant to this agreement. Item 8. EXHIBITS *4(a) Restated Articles of Incorporation dated May 24, 1994 (Exhibit 3(i) to Form 8-K dated June 7, 1994, File No. 1-7978). *4(b) Bylaws dated April 20, 1999 (Exhibit 4(b) to Form S-8 dated July 13, 1999). 5 Opinion of Morrill Thomas Nooney & Braun LLP 23(a) Consent of Morrill Thomas Nooney & Braun LLP (contained in Exhibit 5) 23(b) Consent of Independent Public Accountants 24 Powers of Attorney Item 9. UNDERTAKINGS (a) 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 the 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)(l)(i) and (a)(l)(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 by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, 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. (b) 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 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 be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act 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 Securities 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 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 Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form S-8 and has duly caused this to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rapid City, State of South Dakota, on the 11th day of February, 2000. BLACK HILLS CORPORATION By /S/ROXANN R. BASHAM Roxann R. Basham, Vice President - Finance Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Signature Title Date /S/DANIEL P. LANDGUTH Principal Executive February 11, 2000 Daniel P. Landguth, Officer and Director Chairman and President /S/ROXANN R. BASHAM Principal Financial Officer February 11, 2000 Roxann R. Basham, Vice President - Finance /S/MARK T. THIES Principal Accounting Officer February 11, 2000 Mark T. Thies, Controller ADIL M. AMEER* Directors Adil M. Ameer BRUCE B. BRUNDAGE* Bruce B. Brundage DAVID C. EBERTZ* David C. Ebertz JOHN R. HOWARD* John R. Howard EVERETT E. HOYT* February 11, 2000 Everett E. Hoyt KAY S. JORGENSEN* *By: /S/DANIEL P. LANDGUTH Kay S. Jorgensen Daniel P. Landguth Attorney at Fact THOMAS J. ZELLER* Thomas J. Zeller EX-5 2 OPINION OF COUNSEL February 11, 2000 Board of Directors of Black Hills Corporation 625 Ninth Street P. O. Box 1400 Rapid City, SD 57709 Re: Opinion of Counsel 200,000 Shares of Common Stock of Black Hills Corporation under the Short-Term Annual Incentive Plan With respect to the Registration Statement on Form S-8 (the "Registration Statement") of Black Hills Corporation (the "Company"), relating to the issuance and sale of up to 200,000 shares of Common Stock of the par value $1.00 per share (the "Shares") of the Company in connection with the Black Hills Corporation Short-Term Annual Incentive Plan (the "Plan"), as described in the Registration Statement, we wish to advise you as follows: We are of the opinion that the Company is a corporation validly incorporated and existing under the laws of the State of South Dakota and is fully qualified to carry on the business in which it is now engaged. We are further of the opinion that subject to compliance with the Securities Act of 1933, as amended and the offering and sale of the Shares in accordance with the Plan and the issuance and sale of, and payment for, the Shares in the manner and at the price set forth in the Plan the Shares will be duly authorized, legally and validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, TLT:bae EX-23 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS EXHIBIT 23(b) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 27, 1999 included in Black Hills Corporation's Form 10-K for the year ended December 31, 1998 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Minneapolis, Minnesota, February 11, 2000 EX-24 4 POWER OF ATTORNEY EXHIBIT 24a BLACK HILLS CORPORATION Power of Attorney I, Adil M. Ameer, do hereby constitute and appoint Daniel P. Landguth my Attorney-in-Fact for the purpose of signing, in my name and in my behalf as a Director of Black Hills Corporation, the Form S-8 Registration Statement of Black Hills Corporation and to deliver in my behalf said Registration Statement for filing with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1933, as amended. Executed the 27th day of January, 2000. By: /s/ Adil M. Ameer EXHIBIT 24b BLACK HILLS CORPORATION Power of Attorney I, Bruce B. Brundage, do hereby constitute and appoint Daniel P. Landguth my Attorney-in-Fact for the purpose of signing, in my name and in my behalf as a Director of Black Hills Corporation, the Form S-8 Registration Statement of Black Hills Corporation and to deliver in my behalf said Registration Statement for filing with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1933, as amended. Executed the 27th day of January, 2000. By: /s/ Bruce B. Brundage EXHIBIT 24c BLACK HILLS CORPORATION Power of Attorney I, David C. Ebertz, do hereby constitute and appoint Daniel P. Landguth my Attorney-in-Fact for the purpose of signing, in my name and in my behalf as a Director of Black Hills Corporation, the Form S-8 Registration Statement of Black Hills Corporation and to deliver in my behalf said Registration Statement for filing with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1933, as amended. Executed the 27th day of January, 2000. By: /s/ David C.Ebertz EXHIBIT 24d BLACK HILLS CORPORATION Power of Attorney I, John R. Howard, do hereby constitute and appoint Daniel P. Landguth my Attorney-in-Fact for the purpose of signing, in my name and in my behalf as a Director of Black Hills Corporation, the Form S-8 Registration Statement of Black Hills Corporation and to deliver in my behalf said Registration Statement for filing with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1933, as amended. Executed the 27th day of January, 2000. By: /s/ John R. Howard EXHIBIT 24e BLACK HILLS CORPORATION Power of Attorney I, Everett E. Hoyt, do hereby constitute and appoint Daniel P. Landguth my Attorney-in-Fact for the purpose of signing, in my name and in my behalf as a Director of Black Hills Corporation, the Form S-8 Registration Statement of Black Hills Corporation and to deliver in my behalf said Registration Statement for filing with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1933, as amended. Executed the 27th day of January, 2000. By: /s/ Everett E. Hoyt EXHIBIT 24f BLACK HILLS CORPORATION Power of Attorney I, Kay S. Jorgensen, do hereby constitute and appoint Daniel P. Landguth my Attorney-in-Fact for the purpose of signing, in my name and in my behalf as a Director of Black Hills Corporation, the Form S-8 Registration Statement of Black Hills Corporation and to deliver in my behalf said Registration Statement for filing with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1933, as amended. Executed the 27th day of January, 2000. By: /s/ Kay S. Jorgensen EXHIBIT 24g BLACK HILLS CORPORATION Power of Attorney I, Thomas J. Zeller, do hereby constitute and appoint Daniel P. Landguth my Attorney-in-Fact for the purpose of signing, in my name and in my behalf as a Director of Black Hills Corporation, the Form S-8 Registration Statement of Black Hills Corporation and to deliver in my behalf said Registration Statement for filing with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1933, as amended. Executed the 27th day of January, 2000. By: /s/ Thomas J. Zeller -----END PRIVACY-ENHANCED MESSAGE-----