As filed with the Securities and Exchange Commission on May 22, 2002
Registration No. 333-                
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
FORM S-8
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
ATMOS ENERGY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
 
Texas and Virginia
(State or Other Jurisdiction of
Incorporation or Organization)
 
75-1743247
(I.R.S. Employer
Identification No.)
 
 
1800 Three Lincoln Centre
5430 LBJ Freeway
Dallas, Texas 75240
(972) 934-9227
(Address of Principal Executive Offices and Zip Code)
 
Atmos Energy Corporation
1998 Long-Term Incentive Plan
(Full Title of the Plan)
 
Louis P. Gregory
1800 Three Lincoln Centre
5430 LBJ Freeway
Dallas, Texas 75240
(972) 934-9227
(Name, Address, and Telephone Number, Including Area Code, of Agent For Service)
 
CALCULATION OF REGISTRATION FEE(1)
 
                         
Title of
Securities to be Registered
  
Amount
to be
Registered(2)
    
Proposed
Maximum
Offering Price
Per Share(3)
  
Proposed
Maximum
Aggregate
Offering Price(3)
    
Amount of
Registration Fee
Common Stock, no par value (4)
  
2,500,000
    
$23.32 per share
  
$58,300,000
    
$5,364
                         
 
Note: 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.
 
(1)
 
This registration statement relates to the registration of additional securities under the Atmos Energy Corporation 1998 Long-Term Incentive Plan. Under the original registration statement (File No. 333-73143) relating to the 1998 Long-Term Incentive Plan, the registrant registered 1,500,000 shares of common stock. The filing fee associated with filing the original registration statement was $9,930.
 
(2)
 
Pursuant to Rule 416(c) of the Securities Act of 1933, this registration statement covers, in addition to the number of shares of common stock, no par value, stated above, such additional shares as may be issued as a result of the antidilution provisions of the 1998 Long-Term Incentive Plan.
 
(3)
 
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) on the basis of the average of the high and low prices of the registrant’s common stock as reported by the New York Stock Exchange on May 20, 2002.
 
(4)
 
Includes, with respect to each share of common stock, Rights pursuant to the registrant’s Rights Agreement, dated as of November 12, 1997, as amended, between the registrant and EquiServe Trust Company, N.A., as Rights Agent, and until a triggering event thereunder, such Rights trade with, and cannot be separated from the common stock.
 

 
PART II
 
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
 
ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.
 
The registration statement (File No. 333-73143) on Form S-8 relating to the Atmos Energy Corporation 1998 Long-Term Incentive Plan, filed by Atmos with the Securities and Exchange Commission on March 1, 1999, is incorporated by reference in and made a part of this registration statement.
 
ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
Louis P. Gregory, who is a Senior Vice President and General Counsel of Atmos Energy Corporation, will opine for us as to the validity of the offered securities. Mr. Gregory holds vested and unvested options granted under the Atmos Energy Corporation 1998 Long-Term Incentive Plan to purchase a total of 60,000 shares of our common stock.
 
ITEM 8.    EXHIBITS.
 
Exhibit Number
  
Description
  5.1
  
Opinion of Louis P. Gregory
23.1
  
Consent of Independent Auditors
23.2
  
Consent of Louis P. Gregory (included in Exhibit 5.1)
24  
  
Power of Attorney (included on Signature Page)
99  
  
Atmos Energy Corporation 1998 Long-Term Incentive Plan (as amended and restated February 14, 2002) (incorporated by reference to Exhibit No. 10.1 to Quarterly Report on Form 10-Q for quarter ended March 31, 2002) (File No. 1-10042))

 
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 Dallas, State of Texas, on this 22nd day of May, 2002.
 
ATMOS ENERGY CORPORATION
By:
 
/s/    R OBERT W. B EST      
   
Robert W. Best, Chairman,
President and Chief Executive Officer
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert W. Best as his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
 
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 dates indicated.
 
Signature
  
Title
 
Date
/s/    R OBERT W. B EST
Robert W. Best
  
Chairman, President and Chief Executive Officer (Principal Executive Officer)
 
May 22, 2002
/ S /    J OHN P. R EDDY
John P. Reddy
  
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
 
May 22, 2002
/ S /    F.E. M EISENHEIMER
F.E. Meisenheimer
  
Vice President and Controller (Principal Accounting Officer)
 
May 22, 2002
/ S /     T RAVIS W. B AIN II
Travis W. Bain II
  
Director
 
May 22, 2002
/ S /    D AN B USBEE
Dan Busbee
  
Director
 
May 22, 2002
/ S /    R ICHARD W. C ARDIN
Richard W. Cardin
  
Director
 
May 22, 2002

Signature
  
Title
 
Date
/ S /    T HOMAS J. G ARLAND
Thomas J. Garland
  
Director
 
May 22, 2002
/ S /    R ICHARD K. G ORDON
Richard K. Gordon
  
Director
 
May 22, 2002
/ S /     G ENE C. K OONCE
Gene C. Koonce
  
Director
 
May 22, 2002
/ S /     T HOMAS C. M EREDITH
Thomas C. Meredith
  
Director
 
May 22, 2002
/ S /     P HILLIP E. N ICHOL
Phillip E. Nichol
  
Director
 
May 22, 2002
/ S /     C ARL S. Q UINN
Carl S. Quinn
  
Director
 
May 22, 2002
/ S /     C HARLES K. V AUGHAN
Charles K. Vaughan
  
Director
 
May 22, 2002
/ S /     R ICHARD W ARE II
Richard Ware II
  
Director
 
May 22, 2002

 
EXHIBIT INDEX
 
Exhibit Number
  
Description
  5.1
  
Opinion of Louis P. Gregory
23.1
  
Consent of Independent Auditors
23.2
  
Consent of Louis P. Gregory (included in Exhibit 5.1)
24  
  
Power of Attorney (included on Signature Page)
99  
  
Atmos Energy Corporation 1998 Long-Term Incentive Plan (as amended and restated February 14, 2002) (incorporated by reference to Exhibit No. 10.1 to Quarterly Report on Form 10-Q for quarter ended March 31, 2002) (File No. 1-10042))

 
Exhibit 5.1
 
May 22, 2002
 
Atmos Energy Corporation
1800 Three Lincoln Centre
5430 LBJ Freeway
Dallas, Texas 75240
 
Re:  Registration Statement on Form S-8
 
Gentlemen:
 
I am Senior Vice President and General Counsel of Atmos Energy Corporation, a Texas and Virginia corporation (the “Company”), and have acted as counsel to the Company in connection with the preparation of a registration statement on Form S-8 to be filed with the Securities and Exchange Commission (the “Registration Statement”) with respect to the registration under the Securities Act of 1933, as amended (the “Act”), of 2,500,000 shares of common stock, no par value, of the Company (the “Shares”), which have been reserved for issuance from time-to-time pursuant to the Atmos Energy Corporation 1998 Long-Term Incentive Plan, as amended (the “Plan”).
 
For the purpose of rendering this opinion, I have made such factual and legal examination as I deemed necessary under the circumstances, and in that connection I have examined, among other things, originals or copies of the following:
 
(1) the Restated Articles of Incorporation of the Company, as amended to date;
 
(2) the Bylaws of the Company, as amended to date;
 
(3) the Plan, as amended to date;
 
(4) such records of the corporate proceedings of the Company, and such other documents that I considered necessary or appropriate for the purpose of rendering this opinion; and
 
(5) such other certificates and assurances from public officials, officers and representatives of the Company that I considered necessary or appropriate for the purpose of rendering this opinion.
 
In connection with my examination, I have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as copies.
 
On the basis of the foregoing examination, and in reliance thereon, I am of the opinion that the Shares, when issued pursuant to and in accordance with the provisions of the Plan, will be legally issued, fully paid and non-assessable.
 
This opinion is limited to the present laws of the State of Texas, the Virginia Stock Corporation Act, and the present federal laws of the United States and to the present judicial interpretations thereof and to the facts as they presently exist. I undertake no obligation to advise you as a result of developments occurring after the date hereof or as a result of facts or circumstances brought to my attention after the date hereof.
 
This opinion may be filed as an exhibit to the Registration Statement. In giving this consent, I do not admit that I am included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
 
Very truly yours,
 
/ S / L OUIS P. G REGORY
Louis P. Gregory
Senior Vice President and
General Counsel
 

 
Exhibit 23.1
 
CONSENT OF INDEPENDENT AUDITORS
 
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Atmos Energy Corporation 1998 Long-Term Incentive Plan, as amended, for the registration of 2,500,000 shares of common stock, no par value, of our report dated November 2, 2001, with respect to the consolidated financial statements and schedule of Atmos Energy Corporation included in the Annual Report (Form 10-K) for the year ended September 30, 2001.
 
/s/ ERNST & YOUNG LLP
 
Dallas, Texas
May 20, 2002