Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) January 29, 2009

 

 

Dominion Resources, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Virginia   001-08489   54-1229715

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

120 Tredegar Street

Richmond, Virginia

  23219
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code (804) 819-2000

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01 Other Events.

On January 29, 2009, Dominion Resources, Inc. (NYSE: D) entered into three separate Sales Agency Agreements (the “Sales Agreements”) with each of BNY Mellon Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated (collectively the “Sales Agents”) pursuant to which the Sales Agents will act, each in their individual capacity as a sales agent, as the Company’s sales agents with respect to offerings from time to time of up to $400,000,000 aggregate offering amount of the Company’s common stock (the “Shares”). Sales of the Shares, if any, will be made by means of (i) privately negotiated transactions, or (ii) by any other method or payment permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including sales made directly on the New York Stock Exchange or sales made to or through a market maker or through an electronic communications network.

Any Shares sold will be issued pursuant to the Company’s registration statement on Form S-3 (File No. 333-157013), which was automatically effective upon filing with the Securities and Exchange Commission on January 29, 2009 (the “Registration Statement”).

A form of the Sales Agency Agreement is filed as Exhibit 1.2 to the Company’s Registration Statement.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibits

   
  5.1   Opinion of McGuireWoods LLP.*

 

* Filed herewith.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

DOMINION RESOURCES, INC.

Registrant

/s/ G. Scott Hetzer

Name: G. Scott Hetzer

Title: Senior Vice President and Treasurer

Date: January 29, 2009