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Minnesota
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41-0448030
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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Benjamin G.S. Fowke III
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Teresa S. Madden
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Chairman, President and Chief Executive Officer
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Senior Vice President and Chief Financial Officer
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Xcel Energy Inc.
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Xcel Energy Inc.
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414 Nicollet Mall
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414 Nicollet Mall
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Minneapolis, Minnesota 55401
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Minneapolis, Minnesota 55401
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(612) 330-5500
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(612) 330-5500
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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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(Do not check if a smaller reporting company)
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Title of each class of
securities to be registered
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Amount to be registered (2)
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Proposed maximum
offering price
per unit (2)
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Proposed maximum
aggregate
offering price (2)
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Amount of
registration fee
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Deferred Compensation Obligations (1)
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$ | 25,000,000 | 100 | % | $ | 25,000,000 | $ | 2,865 | ||||||||
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(1)
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The Deferred Compensation Obligations are unsecured obligations of Xcel Energy Inc. to pay deferred compensation in the future in accordance with the terms of the Xcel Energy Inc. Nonqualified Deferred Compensation Plan.
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(2)
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This amount is an estimate made solely for the purpose of calculating the registration fee pursuant Rule 457(h) of the Securities Act of 1933.
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Item 3.
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Incorporation of Documents by Reference
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(1)
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the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011;
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(2)
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the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012; and
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(3)
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the Registrant’s Current Reports on Form 8-K filed January 12, 2012; February 23, 2012, March 2, 2012; March 5, 2012; April 3, 2012, April 13, 2012, May 18, 2012, June 4, 2012 and June 8, 2012.
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Item 4.
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Description of Securities
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Item 5.
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Interests of Named Experts and Counsel
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Item 6.
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Indemnification of Directors and Officers
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Item 7.
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Exemption from Registration Claimed
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Item 8.
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Exhibits
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Exhibit Number
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Description
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4.01*
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Xcel Energy Inc. Nonqualified Deferred Compensation Plan (2009 Restatement) (incorporated herein by reference to Exhibit 10.07 to Form 10-K of Xcel Energy (file no. 001-03034) for the year ended December 31, 2008)
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4.02*
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First Amendment to Xcel Energy Inc. Nonqualified Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.17 to Form 10-K of Xcel Energy (file no. 001-03034) for the year ended December 31, 2011)
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5.01
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Opinion of Counsel regarding Obligations
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23.01
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Consent of Deloitte & Touche LLP
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23.02
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Consent of Counsel (included in Exhibit 5.01)
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24.01
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Power of Attorney
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Item 9.
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Undertakings
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a.
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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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 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) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the 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 the registration statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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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.
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b.
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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 those securities at that time shall be deemed to be the initial bona fide offering thereof.
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c.
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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 Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for the 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 the 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 the indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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Xcel Energy Inc.
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By:
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/s/ Teresa S. Madden | ||
| Teresa S. Madden | |||
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Senior Vice President and Chief Financial Officer
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Signature
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Title
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Chairman, President, Chief Executive Officer, and Director
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Benjamin G.S. Fowke III
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(Principal Executive Officer) | |
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/s/ Teresa S. Madden
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Senior Vice President and Chief Financial Officer
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Teresa S. Madden
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(Principal Financial Officer)
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/s/ Jeffrey S. Savage
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Vice President and Controller
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Jeffrey S. Savage
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(Principal Accounting Officer)
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| * |
Director
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Gail Koziara Boudreaux
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Director
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Fredric W. Corrigan
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Director
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Richard K. Davis
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*
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Director
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Albert F. Moreno
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Signature
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Title
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*
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Director
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Christopher J. Policinski
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*
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Director
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A. Patricia Sampson
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*
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Director
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James J. Sheppard
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*
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Director
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David A Westerlund
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*
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Director
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Kim Williams
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*
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Director
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Timothy V. Wolf
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| * | By: |
/s/ Teresa S. Madden
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Teresa S. Madden
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Attorney-in Fact
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Exhibit Number
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Description
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4.01*
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Xcel Energy Inc. Nonqualified Deferred Compensation Plan (2009 Restatement) (incorporated herein by reference to Exhibit 10.07 to Form 10-K of Xcel Energy (file no. 001-03034) for the year ended December 31, 2008)
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4.02*
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First Amendment to Xcel Energy Inc. Nonqualified Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.17 to Form 10-K of Xcel Energy (file no. 001-03034) for the year ended December 31, 2011)
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Opinion of Counsel regarding Obligations
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Consent of Deloitte & Touche LLP
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23.02
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Consent of Counsel (included in Exhibit 5.01)
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Power of Attorney
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