gasunionsavings.htm
 
 
File No. 333-_____________________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Dominion Resources, Inc.
(Exact name of registrant as specified in its charter)

Virginia
54-1229715
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
 Identification No.)
 
 
120 Tredegar Street
Richmond, Virginia 23219
(804) 819-2000
(Address of registrant's principal executive offices, including zip code)

 
Dominion Transmission and Hope Gas Union Savings Plan
Dominion East Ohio West Ohio Gas Division Union Savings Plan
Dominion East Ohio Gas Union Savings Plan
(Full Title of Plan)
Dominion Transmission and Hope Gas Union Savings Plan
Dominion East Ohio West Ohio Gas Division Union Savings Plan
Dominion East Ohio Gas Union Savings Plan
(Full Title of Plan)

Carter M. Reid, Senior Vice President – Chief Administrative & Compliance Officer
 and Corporate Secretary
Karen W. Doggett, Assistant Corporate Secretary
Dominion Resources, Inc.
120 Tredegar Street,
Richmond, Virginia 23219
(804) 819-2000
(Name, address, including zip code, and telephone number, including area code, of agent of service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer         X                                                             Accelerated filer
Non-accelerated filer                                                                           Smaller reporting company
(Do not check if a smaller reporting company)

 
 
 



CALCULATION OF REGISTRATION FEE

 
 
Title of each class of Securities to be Registered (1)
 
Amount to be Registered
Proposed Maximum Offering Price Per Share (2)
Proposed Maximum
Aggregate Offering
Price
Amount of
Registration Fee
Common Stock (without par value)
3,000,000 shares
$73.885
$221,655,000
$25,756.32

(1)
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.
(2)
Pursuant to Rule 457, these prices are estimated solely for the purpose of calculating the registration fee and are based upon the average of the high and low sales prices of the Registrant's Common Stock on the New York Stock Exchange on February 23, 2015.

 
EXPLANATORY NOTE
 
 
This Registration Statement relates to an earlier filing for employee benefit plans, Dominion Transmission and Hope Gas Union Savings Plan, Dominion East Ohio West Ohio Gas Division Union Savings Plan, and Dominion East Ohio Gas Union Savings Plan (the “Plans”) and increases the number of shares of common stock, without par value, authorized and reserved for issuance thereunder by 3,000,000 shares.  Pursuant to General Instruction E of Form S-8, the contents of the Registrant’s Form S-8 Registration Statement Nos. 333-95795, 333-85094, 333-149989 and 333-189579 are incorporated herein by reference except as amended hereby.
 
 
The Dominion Peoples Gas Union Savings Plan, which was the subject of the Registration Statement filed March 28, 2002 (SEC File No. 333-85094) and the Registration Statement filed March 31, 2008 (SEC File No. 333-149989), was merged into the Dominion Salaried Savings Plan effective September 30, 2011.
 
 
PART II
 
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3. Incorporation of Documents by Reference.

The following documents filed by Dominion Resources, Inc. (Dominion) with the Securities and Exchange Commission are incorporated herein by reference and made a part hereof: (i) Dominion’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (other than any portions of the document not deemed to be filed), (ii) Dominion’s Current Report on Form 8-K filed January 23, 2015 and  (iii) the description of the Dominion’s Common Stock in Dominion’s Current Report on Form 8-K/A filed June 25, 2013.
 
 
 
 
Item 8. Exhibits:
 
Exhibits

5
Opinion of Mark O. Webb, Esquire, Vice President, General Counsel and Chief Risk Officer of Dominion Resources, Inc. (filed herewith).
23.1
Consent of Deloitte & Touche LLP (filed herewith).
23.2
Consent of Mark O. Webb, Esquire (included in Exhibit 5).
24
Powers of Attorney (included in signature page of the Form S-8 and incorporated by reference).
 
 

 
 
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.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the 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 this registration statement or any material change to such information in this registration statement;
 
 
PROVIDED, however, that paragraphs a(1)(i) and a(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement.
 
 
 
(2) 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.
 
 
 
(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 this offering.
 
 
 
(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 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 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.
 
 
 
(c) 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 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 that time shall be deemed to be the initial bona fide offering thereof.
 


 
 
 

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 Richmond, the Commonwealth of Virginia, on the 27th day of February, 2015.


 
DOMINION RESOURCES, INC.
   
By:
             /s/ Thomas F. Farrell II               
 
Thomas F. Farrell II, Chairman, President and Chief Executive Officer

     
     
POWER OF ATTORNEY

The officers and directors whose signatures appear below hereby constitute Carter M. Reid, Karen W. Doggett, or Mark O. Webb, any of whom may act, as their true and lawful attorneys-in fact, with full power to sign on their behalf individually and in each capacity stated below and file all amendments and post-effective amendments to the registration statement making such changes in the registration statement as the registrant deems appropriate, and generally to do all things in their name and in their capacities as officers and directors to enable the registrant to comply with the provisions of the Securities Act of 1933 and all requirements of the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 27th day of February, 2015.

Signature
  
Title
     
     /s/ Thomas F. Farrell II     
  
Chairman, President
Thomas F. Farrell II
  
     and Chief Executive Officer
     
         /s/ William P. Barr         
  
Director
William P. Barr
    
     
         /s/ Peter W. Brown        
  
Director
Peter W. Brown
    
     
         /s/ Helen E. Dragas         
  
Director
Helen E. Dragas
    
     
        /s/ James O. Ellis, Jr.       
  
Director
James O. Ellis, Jr.
    
     
           /s/ John W. Harris          
  
Director
John W. Harris
    
     
          /s/ Mark J. Kington        
  
Director
Mark J. Kington
    

        /s/ Pamela J. Royal         
  
Director
Pamela J. Royal
    
     
    /s/ Robert H. Spilman, Jr.    
  
Director
Robert H. Spilman, Jr.
    
     
   /s/ Michael E. Szymanczyk  
  
Director
Michael E. Szymanczyk
    
     
        /s/ David A. Wollard        
  
Director
David A. Wollard
    
     
      /s/ Mark F. McGettrick      
  
Executive Vice President and
Mark F. McGettrick
  
   Chief Financial Officer
     
       /s/ Michele L. Cardiff          
Michele L. Cardiff
  
Vice President, Controller and Chief
   Accounting Officer
   
 
     

 
 
 


Pursuant to the requirements of the Securities Act of 1933, the Chair of the Administrative Benefits Committee for the Dominion Transmission and Hope Gas Union Savings Plan, Dominion East Ohio West Ohio Gas Division Union Savings Plan, and Dominion East Ohio Gas Union Savings Plan have duly caused this registration statement to be signed on the Plans’ behalf by the undersigned, thereunto duly authorized, in the City of Richmond, the Commonwealth of Virginia on the 27th day of February, 2015.


 
Dominion Transmission and Hope Gas Union Savings Plan
Dominion East Ohio West Ohio Gas Division Union Savings Plan
Dominion East Ohio Gas Union Savings Plan
   
By:
           /s/ Carter M. Reid               
Name:
            Carter M. Reid            
 
Title:
Chair, Administrative Benefits Committee