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exelonform8-k.htm


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
 
February 18, 2009
Date of Report (Date of earliest event reported)  
         
 
Commission File Number
  
Exact Name of Registrant as Specified in Its Charter; State of Incorporation; Address of Principal Executive Offices; and Telephone Number
  
IRS Employer
Identification Number
 
  
  
  
  
1-16169
  
EXELON CORPORATION
(a Pennsylvania corporation)
10 South Dearborn Street
P.O. Box 805379
Chicago, Illinois 60680-5379
(312) 394-7398
  
23-2990190
         


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:

£ 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))


 
 
 

Section 5-Corporate Governance and Management
Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On February 11, 2009, Exelon Corporation (Exelon) received the notice required by section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974 with respect to a blackout period in connection with the transition of the plan administrator for its 401(k) employee savings plan. On February 18, 2009, Exelon distributed the required notice of the blackout period to its directors and executive officers. A copy of the notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits
Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.
 
Exhibit No.
Description
99.1
Blackout Period Notice

* * * * *
 
This Current Report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from these forward-looking statements include those discussed herein as well as those discussed in (1) Exelon’s 2008 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 18; and (2) other factors discussed in filings with the Securities and Exchange Commission by Exelon.  Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Current Report. Exelon does not undertake any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Current Report.















 
 
 

SIGNATURES


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.
 
 
 
EXELON CORPORATION
  
     
 
/s/ Matthew F. Hilzinger             
  
 
Matthew F. Hilzinger
  
 
Senior Vice President and Chief Financial Officer
  
 
Exelon Corporation
  
     

 
February 18, 2009
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 
 

EXHIBIT INDEX

 
Exhibit No.
Description
99.1
Blackout Period Notice

 

 
 
 

exhibit99-1.htm




 
Important Notice To Directors and Executive Officers of
 
 
Exelon Corporation
 
 
Concerning the Blackout Period Under the
 
 
Exelon Employee Savings Plan
 
 

 
 
February 18, 2009
 
Exelon is changing plan administrators for the Exelon Employee Savings Plan (ESP) from Fidelity Investments to Hewitt Associates LLC starting the week of April 6, 2009.  To ensure the accurate transition of records to Hewitt, Exelon will suspend ESP account access and transactions temporarily during a “blackout period.”  The “blackout period” is expected to begin on March 31, 2009 and end during the week of April 6, 2009.  Exelon expects to complete the change by Monday, April 6, 2009 (but the transition may continue through the week of April 6, 2009).  In connection with this change, participants and beneficiaries under the ESP will be temporarily unable to:

·  
direct or diversify investments in their ESP accounts,
·  
receive a distribution (or withdrawal) in the form of Exelon common stock, or
·  
make other requests associated with the ESP.

This short-term period during which ESP participants and beneficiaries will be unable to exercise these rights will qualify as a “blackout period” under the Sarbanes-Oxley Act, and therefore will require Exelon to also prohibit Exelon’s directors and executive officers from trading in Exelon common stock during this period.  Accordingly, during the “blackout period” you will not be permitted to purchase, sell or otherwise acquire or transfer, directly or indirectly, any shares of Exelon common stock to the extent such shares are, or were, acquired in connection with your service or employment as a director or executive officer of Exelon.  For example, you will be prohibited from:

·  
transferring your own ESP account into or out of shares of Exelon common stock,
·  
buying or selling shares of Exelon common stock on the open market, and
·  
exercising Exelon stock options.

During this period, you can determine whether the “blackout period” has started or ended by calling a Hewitt Associates LLC representative at 1-877-401-5530, Monday – Friday, 7 a.m. to 7 p.m. CDT / 8 a.m. to 8 p.m. EDT.

(In addition, you are subject to Exelon’s securities trading policy that imposes certain other restrictions on your ability to enter into transactions with respect to Exelon common stock.)

If you engage in a transaction that violates these rules, you may be required to disgorge any profits realized from such transaction and you will be subject to civil and criminal penalties.  Accordingly, you must refrain from making any trades in Exelon common stock during the blackout period.

If you have any questions concerning this notice or whether certain transactions are subject to this prohibition, you should contact the Company’s Corporate Governance Office at 10 S. Dearborn St., 53rd floor, Chicago, Illinois 60603, or call Scott Peters at 312-394-7252 or Larry Bachman at 312-394-4485.