Sigcorp Inc – ‘S-8’ on 1/6/97

As of:  Monday, 1/6/97   ·   Effective:  1/6/97   ·   Accession #:  896058-97-2   ·   File #:  333-19293

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to           11     38K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           

Document Table of Contents

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As filed with the Securities and Exchange                                       
Commission on January 6, 1997                            Registration No. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------

FORM S-8
REGISTRATION STATEMENT
 Under
THE SECURITIES ACT OF 1933

--------------------

 SIGCORP, INC.
(Exact name of registrant as specified in its charter)

Indiana                                       35-1940620    
 (State of Incorporation)               (I.R.S. Employer Identification No.)

 20 N.W. Fourth Street
Evansville, Indiana 47735-3606
(812) 465-5300
(Address of principal executive offices)

 SIGCORP, INC. Stock Option Plan

--------------------

 A.E. Goebel
 Secretary and Treasurer
 SIGCORP, Inc.
 20 N.W. Fourth Street
Evansville, Indiana 47735-3606
(812) 465-5300
 (Name and address of agent for service, including telephone number)

--------------------

Copy to:
 Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004
(212) 858-1102
Attention: John H. Byington, Jr., Esq.

                                                        [Enlarge/Download Table]

                                          CALCULATION OF REGISTRATION FEE                                                           
====================================================================================================================================
                                                Amount             Proposed maximum         Proposed maximum           Amount of    
          Title of securities                    to be              offering price         aggregate offering        registration   
           to be registered                   registered              per share*                 price*                  fee*       
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Common Stock, without par value                 500,000                    *                   $16,012,466             $4,852.26    
====================================================================================================================================

--------------                                                                  

*   Of the  500,000  shares  available  under  the Plan,  as of the date  hereof
    options with respect to an aggregate of 220,665  shares have been issued and
    279,335  shares  remain  available  for the  grant of  future  options.  The
    proposed maximum offering price listed above has been determined pursuant to
    Rule 457(h) under the  Securities  Act of 1933, as amended (the  "Securities
    Act"), and represents the sum of (i)  $6,427,644.38,  which is the aggregate
    exercise  price for the 220,665  shares  subject to options  granted to date
    under  the  Plan  plus  (ii)  $9,584,821.80,  which  is the  product  of the
    remaining  279,335 shares available under the Plan multiplied by a per share
    price of $34.31, the average of the high and low price per share on the NYSE
consolidated reporting system on January 3, 1997.                       

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PART I

                  A prospectus setting forth the information  required by Part I
of Form  S-8 will be  distributed  to Plan  participants  as  specified  by Rule
428(b)(1)(i) under the Securities Act.                                          

 PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference                                

                  The following  documents  which have  heretofore been filed by
SIGCORP,  Inc. (the  "Company")  (File No.  33-57381)  with the  Securities  and
Exchange  Commission the ("Commission")  pursuant to the Securities Exchange Act
of 1934, as amended (the "1934 Act"),  are  incorporated by reference herein and
shall be deemed to be a part hereof:                                            

                  1.  The  Company's  Annual  Report  on Form  10-K for the year
ended December 31, 1995.                                      

                  2.  The  Company's  Quarterly  Reports  on Form  10-Q  for the
      quarters ended March 31, 1996, June 30, 1996 and September 30, 1996.

                  3.  Description  of the Company's  capital stock  contained in
         the Company's  registration statement under the 1934 Act, including any
         amendment of report filed for the purpose of updating such description.

                  All  documents  filed  by  the  Company  with  the  Commission
pursuant to  Sections  13(a),  13(c),  14 and 15(d) of the 1934 Act prior to the
filing  of a  post-effective  amendment  to this  Registration  Statement  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 made a part hereof  from their  respective
dates of filing (such  documents,  and the  documents  enumerated  above,  being
hereinafter referred to as "Incorporated  Documents");  provided,  however, that
the documents  enumerated above or subsequently filed by the Company pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the 1934 Act in each year during which
the  offering  made by this  Registration  Statement  is in effect  prior to the
filing with the Commission of the Company's  Annual Report on Form 10-K covering
such year shall not be Incorporated Documents or be incorporated by reference in
this  Registration  Statement  or be a part  hereof from and after the filing of
such Annual Report on Form 10-K.                                                

                  Any statement  contained in an Incorporated  Document 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  Incorporated  Document  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 of this Registration Statement.             

Item 5.  Interests of Named Experts and Counsel.                                

Not applicable.                             

Item 6.  Indemnification of Directors and Officers.                             

                  The  Registrant's   By-Laws  permits  the  indemnification  of
officers and directors under certain  circumstances to the full extent that such
indemnification may be permitted by law.                                        

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                  Such rights of indemnification  are in addition to, and not in
limitation of, any rights to indemnification to which any officer or director of
the  Company is  entitled  under The  Indiana  General  Corporation  Act,  which
provides for  indemnification  by a  corporation  of its officers and  directors
under certain  circumstances  and subject to specified  limitations as set forth
therein.                                                                        

                  The  Registrant  also has an  insurance  policy  covering  its
liabilities  and  expenses  which  may  arise  in  connection  with  its  lawful
indemnification  of its directors and officers for certain of their  liabilities
and expenses.  Officers and directors of the  Registrant  are covered under this
policy for certain other liabilities and expenses.                              

Item 7.  Exemption from Registration Claimed.                                   

Not applicable.                             

Item 8.  Exhibits.                                                              

Exhibit                                                                         
Number                                           Description                    
------                                           -----------                    

4(a)     -        Restated  Articles of  Incorporation  of the Company (filed as
                  Exhibit 3(a) to the Company's  registration  statement on Form
                  S-4, as amended (File No. 33-57381),  and incorporated  herein
by reference).                              

4(b)     -        By-Laws of the Company (filed as Exhibit 3(b) to the Company's
                  registration  statement  on Form  S-4,  as  amended  (File No.
     33-57381), and incorporated herein by reference).

4(c)     -        Rights  Agreement  dated as of  December  31,  1995  (filed as
                  Exhibit 4.1 to the  Company's  Registration  Statement on Form
                  8-B  (File  No.   001-11603),   and  incorporated   herein  by
reference).                                 

5        -        Opinion of Messrs.  Bamberger,  Foreman, Oswald and Hahn as to
                  the legality of  securities  offered  under the SIGCORP,  Inc.
Stock Option Plan, including their consent. 

23(a)    -        Consent of Arthur Andersen LLP.                               

23(b)    -        Consent of Counsel  (contained in the Opinion of the Company's
Counsel, Exhibit 5 hereto).                 

Item 9.  Undertakings.                                                          

      (1)  The undersigned Registrant hereby undertakes:

                  (a) 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;

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         provided,  however,  that  paragraphs  (1)(a)(i) and  (1)(a)(ii) do not
         apply if the registration  statement is on Form S-3 or Form S-8 and the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  are  contained  in  periodic  reports  filed  by the
         Registrant  pursuant to Section  13(a) or Section 15(d) of the 1934 Act
   that are incorporated by reference in the registration statement.

                  (b) 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.       

                  (c) 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.                              

                  (2) The undersigned Registrant hereby undertakes that, for the
purpose of determining  any liability  under the  Securities  Act of 1933,  each
filing of the issuer'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 the time shall be deemed to be the initial bona fide offering hereof.        

                  (3) 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 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.                                                                     

 EXPERTS

                  Unless  otherwise  indicated,  the  financial  statements  and
schedules  incorporated by reference herein have been audited by Arthur Andersen
LLP, independent public accountants,  as indicated in their reports with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said reports.                                 

 LEGAL OPINION

                  The  legality  of the Common  Stock  offered  pursuant  to the
Registration  Statement  has been  passed  upon for the  Company  by  Bamberger,
Foreman, Oswald & Hahn, Evansville, Indiana.                                    

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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 Evansville,  State of Indiana, on the
6th day of January, 1997.                                                       

                               SIGCORP, INC.

                             /s/
                                            __________________________
                                  By:  A.E. Goebel
                                         Secretary and Treasurer

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                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement has been signed below by the following  persons in
the capacities indicated and on dates indicated.                                

Signatures:                  Title:                            Date:            
-----------                  ------                            -----            

/s/                                                                     
________________________                                                        
RONALD G. REHERMAN           Chairman of the Board,            December 19, 1996
    President, Chief Executive
Officer and Director  
       (Principal Executive Officer)

/s/                                                                     
________________________                                                        
ANDREW E. GOEBEL             Secretary and Treasurer           January 6, 1997  
  (Principal Financial and
Accounting Officer)   

/s/                                                                     
________________________                                                        
JOHN M. DUNN                 Director                          January 6, 1997  

/s/                                                                     
________________________                                                        
JOHN D. ENGELBRECHT          Director                          December 20, 1996

/s/                                                                     
________________________                                                        
ROBERT L. KOCH, II           Director                          January 6, 1997  

/s/                                                                     
________________________                                                        
JERRY A. LAMB                Director                          December 20, 1996

/s/                                                                     
________________________                                                        
DONALD A. RAUSCH             Director                          January 6, 1997  

/s/                                                                     
________________________                                                        
RICHARD W. SHYMANSKI         Director                          January 6, 1997  

/s/                                                                     
________________________                                                        
DONALD E. SMITH              Director                          December 23, 1996

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/s/                                                                     
________________________                                                        
JAMES S. VINSON              Director                          December 28, 1996

/s/                                                                     
________________________                                                        
NORMAN P. WAGNER             Director                          January 6, 1997  

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================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

------------------

EXHIBITS

filed with

Registration Statement

on

Form S-8

 under

The Securities Act of 1933

 -------------------

 SIGCORP, INC. Stock Option Plan

 SIGCORP, INC.
(Exact name of registrant as specified in its charter)

================================================================================

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 EXHIBIT INDEX

 SIGCORP, Inc. Stock Option Plan

Exhibit                                                              Sequential 
Number                                 Description                   Page Number
------                                 -----------                   -----------

4(a)          -   Restated   Articles  of  Incorporation  of  the         *     
   Company (filed as Exhibit 3(a) to the Company's
   registration  statement on Form S-4, as amended
   (File No. 33-57381), and incorporated herein by
reference).                                 

4(b)          -   By-Laws of the Company  (filed as Exhibit  3(b)         *     
   to the Company's registration statement on Form
   S-4,  as  amended  (File  No.  33-57381),   and
incorporated herein by reference).          

4(c)          -   Rights  Agreement dated as of December 31, 1995         *     
   (filed  as   Exhibit   4.1  to  the   Company's
   registration  statement  on Form 8-B  (File No.
   001-  11603),   and   incorporated   herein  by
reference).                                 

5             -   Opinion of Messrs.  Bamberger,  Foreman, Oswald               
   and  Hahn  as to  the  legality  of  securities
   offered  under the SIGCORP,  Inc.  Stock Option
Plan, including their consent.              

23(a)         -   Consent of Arthur Andersen LLP.                               

23(b)         -   Consent of Counsel (contained in the Opinion of               
the Company's Counsel, Exhibit 5 hereto).   

----------------------------------                                              

*  Incorporated by reference.                                                   

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 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this Registration Statement on Form S-8 of our report dated January
24, 1996  included in SIGCORP's  Form 10-K for the year ended  December 31, 1995
and to all references to our Firm included in this Registration Statement.      

                 ARTHUR ANDERSEN LLP

Chicago, Illinois                                                               
December 30, 1996                                                               

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              December 4, 1996

SIGCORP, Inc.                                                                   
20 N.W. Fourth Street                                                           
Evansville, IN  47708                                                           

In Re:   SIGCORP, Inc.Registration Statement on Form S-8 -                      
SIGCORP, Inc. Stock Option Plan (the "Plan")                  

Ladies and Gentlemen:                                                           

In  connection  with  the  proposed  issuance  by  SIGCORP,   Inc.,  an  Indiana
corporation  ("SIGCORP"),  of up to 500,000  shares of  SIGCORP's  common  stock
without par value (the "Shares") for purchase  pursuant to options granted under
the Plan and with respect to which a Registration Statement on Form S-8 has been
prepared for filing with the Securities and Exchange  Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), we have examined such
corporate  records,  other  documents  and  questions  of law  as we  considered
necessary for the purposes of this opinion.                                     

We are of the opinion that when:                                                

A.       The applicable provisions of the Securities Act and of state securities
or blue sky laws shall have been complied with, and           

B.       SIGCORP's Board of Directors shall have duly authorized the issuance of
         the Shares,  and the Shares shall have been duly issued and paid for in
         an amount  not less than the "Fair  Market  Value",  as  defined in the
         Plan,  and as set forth in the corporate  action taken to authorize the
issuance of the Shares,                                       

the Shares will be legally issued, fully paid and non-assessable.               

We hereby  consent to the use of this opinion as an Exhibit to the  Registration
Statement on Form S-8 referred to above, filed in connection with the Plan.     

               Very truly yours,

                                 BAMBERGER, FOREMAN, OSWALD AND HAHN

 /s/
              Robert M. Becker

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		1/6/97		1		7
		1/3/97		1
		12/30/96		10
		12/28/96		7
		12/23/96		6
		12/20/96		6
		12/19/96		6
		12/4/96		11
		9/30/96		2					10-Q
		6/30/96		2					10-Q
		3/31/96		2					10-Q,  10-Q/A
		1/24/96		10
		12/31/95		2		10			10-K405,  U-3A-2
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