As filed with the Securities and Exchange Commission on August 7, 2003
Registration No 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
Registration Statement Under The Securities Act of 1933
________________________
NISOURCE INC.
(Exact name of registrant as specified in its charter)
Delaware 35-2108964
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
801 East 86th Avenue
Merrillville, Indiana 46410
(Address, including zip code, of principal executive offices)
NISOURCE INC. NONEMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
NISOURCE INC. 1994 LONG-TERM INCENTIVE PLAN
(Full title of the Plans)
David J. Vajda
NiSource Inc.
801 East 86th Avenue
Merrillville, Indiana 46410
(219) 647-5520
(Name, address and telephone number,
including area code, of agent for service)
COPY TO:
Robert J. Minkus
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606-6473
(312) 258-5500
___________________________
CALCULATION OF REGISTRATION FEE
PROPOSED
MAXIMUM PROPOSED
AMOUNT OFFERING MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE PER AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED SHARE OFFERING PRICE FEE
--------------------------- ---------- --------- -------------- ------------
Common Stock, par value $.01 per share 10,300,000 (1) $18.785 (2) $193,485,500 $15,652.98
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(1) Together with an indeterminate number of additional
securities in order to adjust the number of securities
reserved for issuance pursuant to the NiSource Inc.
Nonemployee Director Stock Incentive Plan and the NiSource
Inc. 1994 Long-Term Incentive Plan as the result of a stock
split, stock dividend or similar transaction affecting the
Common Stock, pursuant to Rule 416(a) and (b) under the
Securities Act of 1933. Of the 10,300,000 shares being
registered, 300,000 shares are being registered under the
NiSource Inc. Nonemployee Director Stock Incentive Plan and
10,000,000 shares under the NiSource Inc. 1994 Long-Term
Incentive Plan.
(2) Based upon the average of the high and low sales prices of
the Common Stock reported on the New York Stock Exchange on
August 6, 2003 pursuant to Rule 457(c) and (h) of the
Securities Act of 1933.
EXPLANATORY NOTES
1. Pursuant to General Instruction E to Form S-8, the contents
of the Post-Effective Amendment No. 12 on Form S-8 to the Registration
Statement on Form S-4 (Registration Nos. 333-33896 and 333-33896-01)
filed by the Registrant with the Securities and Exchange Commission on
November 2, 2000 registering its Common Stock, par value $.01 per
share, issuable pursuant to the NiSource Inc. Nonemployee Director
Stock Incentive Plan and the NiSource Inc. 1994 Long-Term Incentive
Plan are hereby incorporated by reference.
2. The NiSource Inc. Nonemployee Director Restricted Stock Unit
Plan was merged into the NiSource Inc. Nonemployee Director Stock
Incentive Plan effective July 1, 2002.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
All information required in this Registration Statement not
included in the exhibits attached hereto or set forth on the signature
page is set forth in the Registration Statement (Registration Nos.
333-33896 and 333-33896-01), the contents of which are incorporated
herein by reference pursuant to General Instruction E to Form S-8.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Schiff Hardin & Waite, Chicago, Illinois, acting on behalf of the
Registrant, will pass upon the validity of the securities offered
hereby. Peter V. Fazio, Jr., a partner of the firm who also serves
as Executive Vice President and General Counsel of the Registrant,
holds approximately 11,400 shares of the Registrant's common stock.
ITEM 8. EXHIBITS.
See Index to Exhibits.
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SIGNATURES
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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 Town of Merrillville,
State of Indiana, on July 31, 2003.
NISOURCE INC.
By: /s/ Gary L. Neale
---------------------------------
Gary L. Neale
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
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Know All Persons By These Presents, that each person whose
signature appears below constitutes and appoints Stephen P. Adik,
Michael W. O'Donnell, Jeffrey W. Grossman or David J. Vajda or any one
of them his or her true lawful attorney-in-fact and agent with full
power of substitution and re-substitution for him or her and in his or
her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this
Registration Statement 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 or necessary to be done in and about the
premises, to all intents and purposes and as fully as they might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute 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/ Gary L. Neale Chairman, President and Chief Executive July 31, 2003
---------------------- Officer and Director
Gary L. Neale (Principal Executive Officer)
/s/ Stephen P. Adik Vice Chairman and Director July 31, 2003
----------------------
Stephen P. Adik
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ Michael W. O'Donnell Executive Vice President and Chief July 31, 2003
------------------------ Financial Officer
Michael W. O'Donnell (Principal Financial Officer)
/s/ Jeffrey W. Grossman Vice President and Controller July 31, 2003
------------------------ (Principal Accounting Officer)
Jeffrey W. Grossman
/s/ Steven C. Beering Director July 31, 2003
------------------------
Steven C. Beering
/s/ Arthur J. Decio Director July 31, 2003
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Arthur J. Decio
/s/ Dennis E. Foster Director July 31, 2003
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Dennis E. Foster
/s/ Ian M. Rolland Director July 21, 2003
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Ian M. Rolland
/s/ John W. Thompson Director July 21, 2003
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John W. Thompson
/s/ Robert J. Welsh Director July 31, 2003
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Robert J. Welsh
/s/ Carolyn Y. Woo Director July 31, 2003
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Carolyn Y. Woo
/s/ Roger A. Young Director July 31, 2003
------------------------
Roger A. Young
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
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5 Opinion of Schiff Hardin & Waite.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Schiff Hardin & Waite (included in Exhibit 5).
24 Powers of Attorney of directors and certain
officers of the Registrant are included on the
signature page.
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