Registration Statement – Securities for an Employee Benefit Plan — Form S-8 — SA’33
Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: S-8 Registration Statement - Securities for an HTML 54K Employee Benefit Plan
2: EX-5.1 Opinion of Counsel re: Legality HTML 8K
3: EX-23.1 Consent of Expert or Counsel HTML 6K
4: EX-24.1 Power of Attorney HTML 26K
‘S-8’ — Registration Statement – Securities for an Employee Benefit Plan
(Telephone Number, including area code, of agent for service)
______________________
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
PG&E Corporation
☒
Large accelerated
filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Accelerated filer
☐
Emerging growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
______________________
CALCULATION OF REGISTRATION FEE
Title
of Securities
To Be Registered
Amount
To Be Registered (1)
Proposed
Maximum
Offering Price Per Share (3)
Proposed
Maximum
Aggregate
Offering Price (3)
Amount of Registration Fee (4)
Common Stock, no par value
per share (2)
44,000,000
$10.20
$448,800,000
$48,964.08
Total
44,000,000
(1) This Registration Statement shall also cover any additional shares of the PG&E Corporation’s common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the PG&E Corporation’s receipt of consideration which results in an increase in the number of the outstanding shares of
the PG&E Corporation’s common stock.
(2) This Registration Statement (the “Registration Statement”) registers the issuance of the common stock of PG&E Corporation (the “Registrant”), no par value per share that may be granted under the PG&E Corporation 2021 Long-Term Incentive Plan (the “2021 Plan”) as approved by the Registrant’s shareholders on May 20, 2021 (the “Approval Date”). Shares of common stock initially reserved for issuance under the Registrant’s 2021 Plan consist of 44,000,000 available shares registered pursuant to this Registration Statement, plus (i) the number of shares of Registrant’s common stock that remained available for new awards under the
PG&E Corporation 2014 Long-Term Incentive Plan (the “2014 Plan”) as of June 1, 2021 (the “Effective Date”) and (ii) the number of shares of the Registrant’s common stock subject to outstanding awards under the 2014 Plan that may become available for reuse under the 2021 Plan upon expiration, forfeiture, cancellation, termination, failure to vest, failure to be earned due to any performance goal that is not met, payment in cash, exchange by the participant or withholding by the Registrant to satisfy any withholding or tax payment obligations of the subject shares following the Effective Date, and that are eligible to be carried over to the 2021 Plan in accordance with its terms ((i) and (ii) collectively, the “2014 Plan Carry Forward
Shares”). Concurrently with the filing of this Registration Statement, the Registrant is filing a Post-Effective Amendment to certain of its previously filed registration statements on Form S-8 to reflect the issuance of the 2014 Plan Carry Forward Shares under the 2021 Plan.
(3) Calculated solely for the purposes of this offering under Rule 457(c) and (h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of the PG&E Corporation’s common stock as reported on New York Stock Exchange on June 2, 2021.
(4) Pursuant to Rule 457(p) of the Securities Act of 1933, as amended, $48,964.08 of the remaining unutilized fees that were previously
paid in respect of securities that were previously registered pursuant to Registration Nos 333-236629 and 333-236629-01, declared effective on June 9, 2020, and not issued or sold thereunder is being carried forward and has been applied against the entirety of the registration fee due for this offering.
PG&E Corporation (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):
(a)Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on March 8, 2021 (File No. 1-12609),
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
(b)Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Commission on April 29, 2021;
(d)The description of PG&E Corporation’s Common Stock contained in Exhibit 4.46A to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020,
filed on February 25, 2021, including any other amendments or reports filed for the purpose of updating such description.
All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such statements as set forth therein. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or
subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. 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 in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The
legality of the common stock to be offered under the above-referenced plan will be passed upon by Brian M. Wong, Vice President, Deputy General Counsel, and Corporate Secretary for PG&E Corporation. Mr. Wong owns, or may have the right to acquire, shares of PG&E Corporation common stock.
Item 6. Indemnification of Directors and Officers.
The Registrant is a California corporation. Section 317 of the California Corporations Code provides for indemnification of a corporation’s directors and officers under certain circumstances. The Registrant’s articles
of incorporation authorize the Registrant to provide indemnification of any person who is or was a director, officer, employee or other agent of the Registrant, or is or was serving at the Registrant’s request as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the Registrant or of another enterprise at the request of the predecessor corporation through its bylaws,
resolutions of the Registrant’s board of directors, agreements with agents, vote of shareholders or disinterested directors, or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code,
II-1
subject only to the applicable limits set forth in Section 204 of the California Corporations Code. The Registrant’s articles of incorporation also eliminate
the liability of its directors to the fullest extent permissible by California law.
The Registrant’s Board of Directors has adopted a resolution regarding the Registrant’s policy of indemnification, and the Registrant maintains insurance that insures directors and officers of the Registrant against certain liabilities.
In addition, the Registrant has entered into indemnity agreements with some of its
current directors and executive officers. These agreements provide for the indemnification of directors and executive officers for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were agents of the Registrant.
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; (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 a 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 the Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those clauses 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 Exchange Act that are incorporated by reference
in this 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; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered that 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, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated
by reference into this 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 indemnification provisions summarized in Item 6, or otherwise, the Registrant has been advised that in the opinion of the 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 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 Securities Act and will be governed by the final adjudication of such issue.
II-3
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 and County of San Francisco, State of California, on June 2, 2021.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has
been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
