California
(State
or other jurisdiction of
incorporation
or organization)
5241
Spring Mountain Road
P.O.
Box 98510
Las
Vegas, Nevada
(Address
of principal executive offices)
|
88-0085720
(I.R.S.
Employer
Identification
Number)
89193-8510
(Zip
Code)
|
|
Title
of securities being registered
|
Amount
to
be
registered
(1)
|
Proposed
maximum
offering
price per
share
(2)
|
Proposed
maximum
aggregate
offering
price (2)
|
Amount
of
registration
fee
|
Common
Stock ($1 par value) ......
|
1,000,000
shares
|
$24.63
|
$24,630,000
|
$967.96
|
(1)
|
In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plan described
herein.
|
(2)
|
Pursuant
to Rule 457(h), the maximum offering price, per share and in the
aggregate, and the registration fee were calculated based upon the average
of the high and low prices of the Common Stock on the New York Stock
Exchange on November 19, 2008 of
$24.63.
|
Item
1.
|
Plan
Information*
|
Item
2.
|
Registrant
Information and Employee Plan Annual
Information*
|
|
*
|
Information
required by Part I to be contained in the Section 10(a) prospectus is
omitted from the Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 and the Note to Part I of Form
S-8.
|
Item
3.
|
Incorporation
of Certain Documents by Reference
|
|
(a)
|
Annual
Report on Form 10-K for the Company’s fiscal year ended December 31, 2007
and Employees' Investment Plan Annual Report on Form 11-K for the year
ended December 31, 2007.
|
|
(b)
|
Quarterly
Reports on Form 10-Q for the Company’s quarters ended March 31, 2008, June
30, 2008, and September 30, 2008.
|
|
(c)
|
Current
reports on Form 8-K dated February 26, 2008, February 28, 2008, March
14, 2008, May 7, 2008, July 29, 2008, September 16, 2008, September 24,
2008, and November 14, 2008.
|
|
(d)
|
Description
of the Company’s Common Stock contained in its Form 8-K dated July 22,
2003, and any amendment or report filed for the purpose of updating such
description.
|
Item
5.
|
Interests
of Named Experts and Counsel
|
Item
6.
|
Indemnification
of Directors and Officers
|
Item
7.
|
Exemption
from Registration Claimed
|
Item
8.
|
Exhibits
|
4.1
|
Employees’
Investment Plan
|
||
5.1
|
Opinion
of Counsel of Southwest Gas Corporation regarding legality of the
securities to be registered
|
||
23.1
|
Consent
of PricewaterhouseCoopers LLP
|
||
23.2
|
Consent
of Counsel of Southwest Gas Corporation (included in opinion filed as
Exhibit 5.1 to this Registration Statement)
|
||
24.1
|
Powers
of Attorney
|
Item
9.
|
Undertakings
|
SOUTHWEST
GAS CORPORATION
|
||
By
|
/s/
GEORGE C. BIEHL
|
|
George
C. Biehl
|
||
Executive
Vice President, Chief Financial Officer and
|
||
Corporate
Secretary
|
Signature
|
Title
|
Date
|
||
/s/
JEFFREY W. SHAW
|
Director
and
|
November
21, 2008
|
||
(Jeffrey
W. Shaw)
|
Chief
Executive Officer
|
|||
(Principal
Executive Officer)
|
||||
/s/
GEORGE C. BIEHL
|
Director,
Executive Vice President,
|
November
21, 2008
|
||
(George
C. Biehl)
|
Chief
Financial Officer and
|
|||
Corporate
Secretary
|
||||
(Principal
Financial Officer)
|
||||
/s/
ROY R. CENTRELLA
|
Vice
President, Controller and
|
November
21, 2008
|
||
(Roy
R. Centrella)
|
Chief
Accounting Officer
|
|||
(Principal
Accounting Officer)
|
||||
/s/
ROBERT L. BOUGHNER *
|
Director
|
November
21, 2008
|
||
(Robert
L. Boughner)
|
||||
/s/
THOMAS E. CHESTNUT *
|
Director
|
November
21, 2008
|
||
(Thomas
E. Chestnut)
|
||||
/s/
STEPHEN C. COMER *
|
Director
|
November
21, 2008
|
||
(Stephen
C. Comer)
|
||||
/s/
RICHARD M. GARDNER *
|
Director
|
November
21, 2008
|
||
(Richard
M. Gardner)
|
||||
/s/
JAMES J. KROPID *
|
Chairman
of the Board
|
November
21, 2008
|
||
(James
J. Kropid)
|
of
Directors
|
Signature
|
Title
|
Date
|
||
/s/
MICHAEL O. MAFFIE *
|
Director
|
November
21, 2008
|
||
(Michael
O. Maffie)
|
||||
/s/
ANNE L. MARIUCCI *
|
Director
|
November
21, 2008
|
||
(Anne
L. Mariucci)
|
||||
/s/
MICHAEL J. MELARKEY *
|
Director
|
November
21, 2008
|
||
(Michael
J. Melarkey)
|
||||
/s/
CAROLYN M. SPARKS *
|
Director
|
November
21, 2008
|
||
(Carolyn
M. Sparks)
|
||||
/s/
THOMAS A. THOMAS *
|
Director
|
November
21, 2008
|
||
(Thomas
A. Thomas)
|
||||
/s/
TERRENCE L. WRIGHT *
|
Director
|
November
21, 2008
|
||
(Terrence
L. Wright)
|
||||
* By /s/ GEORGE
C. BIEHL
|
||||
(George
C. Biehl)
|
||||
Attorney-in-fact
|
SOUTHWEST
GAS CORPORATION
|
||
BENEFITS
COMMITTEE
|
||
/s/
JAMES P. KANE
|
||
(James
P. Kane)
|
||
/s/
GEORGE C. BIEHL
|
||
(George
C. Biehl)
|
||
/s/
KAREN S. HALLER
|
||
(Karen
S. Haller)
|
Exhibit
|
||
Number
|
Description
|
|
4.1
|
Employees’
Investment Plan
|
|
5.1
|
Opinion
of Counsel of Southwest Gas Corporation regarding legality of the
securities to be registered
|
|
23.1
|
Consent
of PricewaterhouseCoopers LLP
|
|
23.2
|
Consent
of Counsel of Southwest Gas Corporation (included in opinion filed as
Exhibit 5.1 to this Registration Statement)
|
|
24.1
|
Powers
of Attorney
|