As filed with the Securities and Exchange Commission on August 16, 2001. Registration No. --------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 ------------------------------------ QUESTAR CORPORATION (Exact name of registrant as specified in its charter) Utah 87-0407509 (State of incorporation) (I.R.S. Employer Identification No.) 180 East First South Street P.O. Box 45433 Salt Lake City, Utah 84145-0433 (801) 324-5000 (Address of principal executive offices) ------------------------------------ QUESTAR CORPORATION LONG-TERM STOCK INCENTIVE PLAN (Full title of the Plan) Connie C. Holbrook Senior Vice President, General Counsel and Secretary 180 East First South Street P.O. Box 45433 Salt Lake City, Utah 84145-0433 (801) 324-5202 (Name, address, and telephone number of Agent for service.) Approximate date of proposed commencement of sales pursuant to the Plan: Upon exercise of an option CALCULATION OF REGISTRATION FEE -------------------------------------------------------------------------------------------------------- Proposed Proposed maximum maximum Title of Amount offering aggregate Amount of securities to to be price offering registration be registered registered per share price fee -------------------------------------------------------------------------------------------------------- Questar 9,148,405 shares(1) $210,413,315(2) $52,603.33 Corporation Common Stock This Registration Statement is being filed in accordance with General Instruction E to Form S-8 to register additional shares of Common Stock reserved for issuance under the Plan. The contents of the Form S-8 Registration Statements (Nos. 33-40800, 33-40801, and 333-04951) relating to the Plan and the Stock Option Plan for Directors are incorporated by reference in this Registration Statement. --------------------- (1)This Registration Statement shall also include any additional shares of Common Stock and attached Common Stock Purchase Rights ("Rights") as may become issuable under the Long- Term Stock Incentive Plan ("Plan") as a result of applicable anti-dilution provisions of the Plan. (2)This amount has been inserted solely for the purpose of calculating the registration fee. The proposed maximum aggregate offering price has been calculated by multiplying the total number of shares available under the Plan by $23.00, the average of the high and low prices reported for sales of the Company's Common Stock on August 13, 2001. PART I INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to employee or non-employee directors as specified in Rule 428 (b)(1). These documents (and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement (as incorporated by reference to other Registration Statements) taken together constitute the prospectus for purpose of Section 10(a) of the Securities Act of 1933, as amended. PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 8. EXHIBITS. -------- The following documents are filed as part of this Registration Statement in accordance with General Instruction E to Form S-8: Exhibit Number Description of Exhibit ------ ---------------------- 4.1 Restated Articles of Incorporation, as amended effective May 19, 1998. (Exhibit No. 3.1. to Form 10-Q Report for Quarter ended June 30, 1998.) 4.2 Bylaws, as amended effective August 11, 1998. (Exhibit No. 3.2. to Form 10-Q Report for Quarter ended June 30, 1998). 4.3 Rights Agreement dated as of February 13, 1996, between the Company and Chemical Mellon Shareholder Services L.L.C. pertaining to the Company's Shareholder Rights Plan. (Exhibit No. 4. to Current Report on Form 8-K dated February 13, 1996.) 5 Opinion of Connie C. Holbrook, Senior Vice President, General Counsel and Secretary. 10.1 Questar Corporation Long-term Stock Incentive Plan, as amended and restated effective March 1, 2001. (Exhibit No. 10.4. to Form 10-K Report for 2000.) 23.1 Consent of Connie C. Holbrook (contained in and incorporated by reference to Exhibit 5). 23.2 Consent of Ernst & Young LLP. 24 Appointment of Power of Attorney (contained in and incorporated herein by reference to pages II-2 - II-4 of Registration Statement). II-1 SIGNATURES THE REGISTRANT: -------------- 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 amendment to the Registration Statement to be signed on its behalf by the under signed, thereunto duly authorized, in the City of Salt Lake, State of Utah, on the 15th day of August, 2001. QUESTAR CORPORATION (Registrant) By /s/R. D. Cash ---------------------------------- R. D. Cash Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY Each of the undersigned constitutes and appoints R. D. Cash and S. E. Parks, and each of them, his true and lawful attorneys in fact and agents, with full power of substitution and resubstitution, in him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits, with the Securities and Exchange Commission, hereby ratifying and confirming and our signatures as they may be signed by the attorneys in fact appointed herein to the documents described above. Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/R. D. Cash Chairman of the Board August 15, 2001 --------------------------- and Chief Executive Officer R. D. Cash (Principal Executive Officer) II-2 /s/S. E. Parks Senior Vice President, August 15, 2001 --------------------------- Treasurer and Chief S. E. Parks Financial Officer (Principal Financial and Accounting Officer) /s/Teresa Beck Director August 15, 2001 --------------------------- Teresa Beck /s/P. J. Early Director August 15, 2001 --------------------------- P. J. Early /s/James A. Harmon Director August 15, 2001 --------------------------- James A. Harmon /s/W. Whitley Hawkins Director August 15, 2001 --------------------------- W. Whitley Hawkins /s/R. E. Kadlec Director August 15, 2001 --------------------------- R. E. Kadlec /s/Dixie L. Leavitt Director August 15, 2001 --------------------------- Dixie L. Leavitt /s/Gary G. Michael Director August 15, 2001 --------------------------- Gary G. Michael /s/Gary L. Nordloh Director August 15, 2001 --------------------------- Gary L. Nordloh II-3 /s/Scott S. Paker Director August 15, 2001 --------------------------- Scott S. Parker /s/Keith O. Rattie Director August 15,2001 --------------------------- Keith O. Rattie /s/D. N. Rose Director August 15, 2001 --------------------------- D. N. Rose /s/Harris H. Simmons Director August 15, 2001 --------------------------- Harris H. Simmons THE PLAN: Pursuant to the requirements of the Securities Act of 1933, the Questar Corporation Employee Benefits Committee, as the administrator of the Questar Corporation Employee Stock Purchase Plan, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, int he City of Salt Lake, State of Utah, on the 15th day of August, 2001 QUESTAR CORPORATION LONG-TERM STOCK INCENTIVE PLAN (Plan) By /s/P. J. Early ------------------------------------ P. J. Early Chairman, Management Performance Committee, Questar Corporation Board of Directors II-4 Exhibit List Exhibit Number Description of Exhibit ------ ---------------------- 4.1 Restated Articles of Incorporation, as amended effective May 19, 1998. (Exhibit No. 3.1. to Form 10-Q Report for Quarter ended June 30, 1998.) 4.2 Bylaws, as amended effective August 11, 1998. (Exhibit No. 3.2. to Form 10-Q Report for Quarter ended June 30, 1998). 4.3 Rights Agreement dated as of February 13, 1996, between the Company and Chemical Mellon Shareholder Services L.L.C. pertaining to the Company's Shareholder Rights Plan. (Exhibit No. 4. to Current Report on Form 8-K dated February 13, 1996.) 5 Opinion of Connie C. Holbrook, Senior Vice President, General Counsel and Secretary. 10.1 Questar Corporation Long-term Stock Incentive Plan, as amended and restated effective March 1, 2001. (Exhibit No. 10.4. to Form 10-K Report for 2000.) 23.1 Consent of Connie C. Holbrook (contained in and incorporated by reference to Exhibit 5). 23.2 Consent of Ernst & Young LLP. 24 Appointment of Power of Attorney (contained in and incorporated herein by reference to pages II-2 - II-4 of Registration Statement).