ES Eversource Energy

 

As filed with the Securities and Exchange Commission on October 11, 2023

Registration No. 333-                     

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM S-8

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

 

 

EVERSOURCE ENERGY

(Exact name of registrant as specified in its charter)

 

Massachusetts	04-2147929
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

 

300 Cadwell Drive, Springfield, MA	01104
(Address of Principal Executive Offices)	(Zip Code)

 

2018 Eversource Energy Incentive Plan

(Full title of the plan)

 

 

GREGORY B. BUTLER

Executive Vice President and General Counsel

Eversource Energy

56 Prospect Street

Hartford, Connecticut 06103-2818

(Name and address of agent for service)

 

(800) 286-5000
(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.

 

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

 

 

 

Explanatory Note

 

On May 3, 2023, the shareholders of Eversource Energy, a voluntary association and Massachusetts business trust (the “Company”), approved the First Amendment (the “First Amendment”) to the 2018 Eversource Energy Incentive Plan (the “2018 Plan”). The 2018 Plan, as amended by the First Amendment, is referred to herein as the “Amended Plan.” This Registration Statement on Form S-8 (this “Registration Statement”) is filed to register an additional 4,200,000 Common Shares of the Company for issuance under the Amended Plan. This Registration Statement is filed in accordance with General Instruction E to Form S-8 regarding registration of additional securities of the same class and, pursuant to such instruction, the contents of the Registration Statement on Form S-8 (File No. 333-224605) filed with the Securities and Exchange Commission on May 2, 2018, are incorporated herein by reference.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 5.

Interests of Named Experts and Counsel.

 

The legality of the Common Shares offered pursuant to this Registration Statement will be passed on for the Company by Kerry J. Tomasevich, Esq., Assistant Secretary of the Company and Assistant General Counsel of Eversource Energy Service Company, a service company affiliate of the Company. Mr. Tomasevich owns, or has the right to acquire, a number of Common Shares that represents less than 1% of the total outstanding Common Shares of the Company. Mr. Tomasevich participates in the Amended Plan.

 

Item 8.

Exhibits.

 

The following exhibits are incorporated herein by reference:

 

Exhibit No.		Description
5.1*		Opinion of Kerry J. Tomasevich, Esq.
23.1*		Consent of Deloitte & Touche LLP
23.2*		Consent of Kerry J. Tomasevich, Esq. (included in Exhibit 5.1)
24.1*		Powers of Attorney (included on the signature page of this Registration Statement)
99.1		2018 Eversource Energy Incentive Plan (filed as Appendix A to the Eversource Energy Definitive Proxy Statement filed on March 23, 2018)
99.2		First Amendment to the 2018 Eversource Energy Incentive Plan (filed as Appendix A to the Eversource Energy Definitive Proxy Statement filed on March 24, 2023)
107*		Filing Fee Table

*       Filed herewith

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, Eversource Energy 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 Boston and the Commonwealth of Massachusetts on October 11, 2023.

 

	EVERSOURCE ENERGY
	(Registrant)
	By:	/s/ John M. Moreira
		John M. Moreira
		Executive Vice President, Chief Financial Officer and Treasurer

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Gregory B. Butler, Jay S. Buth and John M. Moreira and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and all amendments (including, without limitation, post-effective amendments) thereto 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 conforming 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 below by the following persons in the capacities and on the dates indicated.

 

Signature		Title	Date
/s/ Jospeh R. Nolan, Jr.		Chairman of the Board, President and Chief Executive Officer, and a Trustee (Principal Executive Officer)	October 11, 2023
Joseph R. Nolan, Jr.
/s/ John M. Moreira		Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	October 11, 2023
John M. Moreira

 

 

Signature		Title	Date
/s/ Jay S. Buth		Vice President, Controller and Chief Accounting Officer	October 11, 2023
Jay S. Buth
/s/ Cotton M. Cleveland		Trustee	October 11, 2023
Cotton M. Cleveland
/s/ Francis A. Doyle		Trustee	October 11, 2023
Francis A. Doyle
/s/ Linda Dorcena Forry		Trustee	October 11, 2023
Linda Dorcena Forry
/s/ Gregory M. Jones		Trustee	October 11, 2023
Gregory M. Jones
/s/ Loretta D. Keane		Trustee	October 11, 2023
Loretta D. Keane
/s/ John Y. Kim		Trustee	October 11, 2023
John Y. Kim
/s/ Kenneth R. Leibler		Trustee	October 11, 2023
Kenneth R. Leibler
/s/ David H. Long		Trustee	October 11, 2023
David H. Long
/s/ Daniel J. Nova		Trustee	October 11, 2023
Daniel J. Nova
/s/ William C. Van Faasen		Trustee	October 11, 2023
William C. Van Faasen
/s/ Frederica M. Williams		Trustee	October 11, 2023
Frederica M. Williams

 

 

Exhibit 5.1

 

107 Selden Street Berlin, CT 06037   Kerry J. Tomasevich Assistant General Counsel and Assistant Secretary   860-665-5744 kerry.tomasevich@eversource.com

 

October 11, 2023

 

Eversource Energy

300 Cadwell Drive

Springfield, Massachusetts 01104

 

RE:

Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

I am Assistant General Counsel of Eversource Energy Service Company, a service company affiliate of the Company (as defined below), and Assistant Secretary of Eversource Energy, a Massachusetts business trust and voluntary association organized under the laws of the Commonwealth of Massachusetts (the “Company”). I have acted as counsel to the Company in connection with the preparation and filing of the Registration Statement on Form S-8 of the Company (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 4,200,000 common shares, par value $5.00 per share (the “Common Shares”), of the Company that may be issued by the Company pursuant to the 2018 Eversource Energy Incentive Plan, as amended (the “Plan”).

 

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

 

In rendering this opinion, I have examined: (i) the Declaration of Trust of the Company, as amended to date; (ii) the Registration Statement; (iii) the Plan; and (iv) such other documents, records, and instruments and I have reviewed such matters of law as I have deemed necessary or appropriate.

 

I have assumed the authenticity of all documents submitted to me as originals and the conformity to the originals of all documents submitted to me as copies. I have also assumed the genuineness of all signatures or instruments that I have reviewed. In addition, I have assumed and have not verified the accuracy as to factual matters of each document I have reviewed.

 

This opinion is limited to the current laws of the Commonwealth of Massachusetts, the current federal laws of the United States, and to the facts as they exist on the date hereof. I am a member of the bar of the Commonwealth of Massachusetts. I express no opinion as to matters involving the laws of any jurisdiction other than the Commonwealth of Massachusetts and the United States. I undertake no obligation to advise you as a result of developments occurring after the date hereof including changes in such laws or interpretations thereof, or as a result of facts or circumstances brought to my attention after the date hereof.

 

 

Based on and subject to the foregoing, I am of the opinion that the Common Shares are duly authorized and when the Common Shares have been issued and delivered in accordance with the Plan, such Common Shares will be validly issued, fully paid and non-assessable.

 

This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose, except as set forth below. I hereby consent to be named in the Registration Statement as the attorney who passed upon the legality of the Common Shares and to the filing of a copy of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act.

 

	Very truly yours,
	/s/ Kerry J. Tomasevich

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 15, 2023 relating to the financial statements of Eversource Energy and the effectiveness of Eversource Energy’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Eversource Energy for the year ended December 31, 2022.

 

/s/ DELOITTE & TOUCHE LLP

 

Hartford, CT 

October 11, 2023

 

 

Exhibit 107

 

Calculation of Filing Fee Table

 

Form S-8

(Form Type)

 

Eversource Energy

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Share	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Shares, $5 par value per share	Other	4,200,000 (2)	$54.54(3)	$229,068,000(3)	$147.60 per $1,000,000	$33,810.44
Total Offering Amounts					$229,068,000(3)		$33,810.44
Total Fee Offsets
Net Fee Due							$33,810.44

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement includes an indeterminate number of additional Common Shares as may be issuable under the 2018 Eversource Energy Incentive Plan as a result of a stock dividend, stock split or similar adjustment of the outstanding Common Shares, $5 par value per share, of Eversource Energy.

 

(2)

As described in the Explanatory Note in this Registration Statement, represents additional Common Shares authorized for issuance under the 2018 Eversource Energy Incentive Plan by the First Amendment approved by the shareholders of Eversource Energy on May 3, 2023.

 

(3)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low sale prices for Eversource Energy Common Shares on the New York Stock Exchange on October 6, 2023.

 

 

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