Registration No. 333-37398
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NUMBER 1
TO
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
SCANA
Corporation South Carolina
(Exact
name of registrant as specified in its charter)(State or other jurisdiction of
incorporation or organization)
57-0784499
(I.R.S.
employer identification number)
1426 Main Street, Columbia, South 29201
SCANA
Corporation Long-Term Equity Compensation Plan
(Full
title of the plan)
Francis P. Mood, Jr., Senior Vice President and General Counsel
SCANA
Corporation, 1426 Main Street, Columbia, South Carolina 29201
(Name and
address of agent for service)
(803)
217-8634
(Telephone
number, including area code, of agent for service)
Copy
To:
John W.
Currie
McNair
Law Firm, P.A.
1301
Gervais Street, 17th Floor, Columbia, SC 29201, (803) 799-9800
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.
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Large
accelerated filer x
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Accelerated
filer ¨
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Non-accelerated
filer ¨
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Smaller
reporting company ¨
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EXPLANATORY
NOTE
The
purpose of this Post-Effective Amendment No. 1 is to file as an exhibit to the
registration statement the SCANA Corporation Long-Term Equity Compensation Plan
as amended and restated as of January 1, 2009.
Part
II—Information Required in the Registration Statement
Item
3. Incorporation of Documents by Reference.
The
following documents are hereby incorporated by reference in this registration
statement:
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(1)
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the
registrant’s annual report on Form 10-K for the year ended December 31,
2007;
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(2)
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the
registrant’s quarterly reports on Form 10-Q for the quarters ended March
31, June 30, and September 30,
2008;
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(3)
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the
registrant’s current reports on Form 8-K filed on January 4, 2008 (as
amended by a filing on April 24, 2008), February 11, 2008, February 15,
2008, March 7, 2008, April 1, 2008, May 14, 2008, May 30, 2008 (as amended
by a filing on August 28, 2008), June 10, 2008, December 19, 2008,
December 29, 2008, and January 5, 2009;
and
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(4)
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the
registration statement on Form 8-B under the Exchange Act for the
registrant’s common stock dated November 7, 1984, as amended May 26,
1995.
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All
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c),
14 or 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 all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents. 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 herein or in any other subsequently
filed document that also is or is deemed to be incorporated by reference herein
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
4. Description of Securities.
Not
applicable
Item
5. Interests of Named Experts and Counsel.
At April
30, 2000, H. Thomas Arthur, Esquire, who on that date was Senior Vice President,
General Counsel and Assistant Secretary, and a full-time employee of the
Company, owned beneficially 12,124 shares of the Company’s Common Stock,
including shares acquired by the trustee under the Company’s Stock Purchase
Savings Plan by use of contributions made by Mr. Arthur and earnings thereon,
and including shares purchased by the trustee by use of Company contributions
and earnings thereon.
Item
6. Indemnification of Directors and Officers.
The South
Carolina Business Corporation Act of 1988, as amended, provides for
indemnification of the registrant’s directors and officers in a variety of
circumstances, which may include indemnification for liabilities under the
Securities Act of 1933, as amended (the “Securities Act”). Under Sections
33-8-510, 33-8-550 and 33-8-560 of the South Carolina Business Corporation Act
of 1988, as amended, a South Carolina corporation is authorized generally to
indemnify its directors and officers in civil or criminal actions if they acted
in good faith and reasonably believed their conduct to be in the best interests
of the corporation and, in the case of criminal actions, had no reasonable cause
to believe that the conduct was unlawful. In addition, the registrant carries
insurance on behalf of directors, officers, employees and agents that may cover
liabilities under the Securities Act. Finally, as permitted by Section 33-2-102
of the South Carolina Business Corporation Act of 1988, the registrant’s
Restated Articles of Incorporation, as amended, provide that no director of the
registrant shall be liable to the registrant or its stockholders for monetary
damages for breach of his fiduciary duty as a director occurring after April 26,
1989, except for (i) any breach of the director’s duty of loyalty to the
registrant or its stockholders, (ii) acts or omissions not in good faith or
which involve gross negligence, intentional misconduct or a knowing violation of
law, (iii) certain unlawful distributions or (iv) any transaction from which the
director derived an improper personal benefit. The SCANA Corporation Long Term
Equity Compensation Plan (the “Plan”) also provides for the registrant to
indemnify directors and committee members in connection with actions taken or
failure to act under the Plan and amounts paid in settlement thereof or in
satisfaction of any judgement thereon. In addition, the registrant carries
insurance on behalf of directors, officers, employees or agents that may cover
liabilities under the Securities Act.
Item
7. Exemption from Registration Claimed.
Not
applicable
Item
8. Exhibits.
Exhibits
required to be filed with this registration statement are listed in the Exhibit
Index following the signature pages. Certain of such exhibits which have
heretofore been filed with the Securities and Exchange Commission and which are
designated by reference to their exhibit numbers in prior filings are hereby
incorporated herein by reference and made a part hereof.
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 this 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) (§230.424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent no more than 20% 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 clauses (i) and (ii) do not apply if the information required to
be included in a post-effective amendment by those clauses is contained in
reports filed with or furnished to the Securities and Exchange Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this 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 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 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 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 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.
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 Columbia, State of South Carolina, on February
17, 2009.
(REGISTRANT)
SCANA Corporation
By: s/W. B.
Timmerman
(Name
& Title): W. B. Timmerman, Chairman of the Board,
Chief
Executive Officer and Director
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 date
indicated.
(i)
Principal executive officer:
By: s/W. B.
Timmerman
(Name
& Title): W. B. Timmerman, Chairman of the Board,
Chief
Executive Officer and Director
Date:
February 17, 2009
(ii)
Principal financial officer:
By: s/J. E.
Addison
(Name
& Title): J. E. Addison, Senior Vice President and Chief Financial
Officer
Date:
February 17, 2009
(iii)
Controller
By: s/J. E. Swan,
IV
(Name
& Title): J. E. Swan, IV, Controller
Date:
February 17, 2009
(iv)
Other Directors:
*B. L. Amick,
*J. A. Bennett, *D. M. Hagood, *W. Hayne Hipp,
*L. M. Miller, *M. K. Sloan, *H. C. Stowe,
*G. S. York
*Signed
on behalf of each of these persons:
s/K. B,
Marsh
K. B.
Marsh
(Attorney-in-Fact)
Date:
February 17, 2009
EXHIBIT
INDEX
The
following exhibits are filed with or incorporated by reference in this
registration statement:
Exhibit
No. Description of
Exhibit
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4.01
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Restated
Articles of Incorporation of the registrant as adopted on April 26, 1989
(incorporated by reference
to
Exhibit
3-A to the registrant’s registration statement No.
33-49145)
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4.02
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Articles
of Amendment of the registrant dated April 27, 1995 (incorporated by
reference to Exhibit 4-B to the registrant’s registration statement No.
33-62421)
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4.03
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Amended
and Restated Bylaws of the registrant as adopted on December 13, 2000
(incorporated by reference to Exhibit 3.01 to the registrant’s
registration statement No.
333-68266)
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4.04
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SCANA
Corporation Long-Term Equity Compensation Plan as amended and restated as
of January 1, 2009
(filed
herewith)
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5.01
Opinion Re Legality*
23.01 Consent
of Deloitte & Touche LLP (filed herewith)
23.02 Consent
of H. Thomas Arthur (included in Exhibit 5.01)*
24.01 Power
of Attorney*
*Previously
filed as an exhibit to the registrant’s registration statement on Form S-8 to
which this is Post-Effective Amendment
No.
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