As filed with the Securities and Exchange Commission on November 14, 2002
Registration No. 333-_______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CENTERPOINT ENERGY, INC.
(Exact name of registrant as specified in its charter)
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TEXAS 74-0694415
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1111 LOUISIANA
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
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CENTERPOINT ENERGY, INC. SAVINGS PLAN
(Full title of the plan)
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Rufus S. Scott
Vice President, Deputy General Counsel and Assistant Corporate Secretary
1111 Louisiana
Houston, Texas 77002
(Name and address of agent for service)
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Telephone number, including area code, of agent for service: (713) 207-3000
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CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
-------------------- ------------ ------------- --------- ------------
Common Stock, par value $0.01 per share 50,000,000 shares $6.43 $321,500,000 $29,578(2)
Preferred Stock Purchase Rights(3) 50,000,000 rights (4) (4) (4)
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) of the Securities Act of 1933, as amended (the
"Securities Act"), based upon the average of the high and low prices of the
Common Stock of CenterPoint Energy, Inc. as reported on The New York Stock
Exchange Composite Tape on November 11, 2002.
(2) Pursuant to Rule 457(p) of the Securities Act, the registration fee of
$29,578 is offset against the $2,231,375 registration fee (of which
$16,780 remains) that was previously paid to the Commission relating to
306,456,613 shares of Common Stock previously registered by the registrant
pursuant to its Registration Statement on Form S-4 filed with the
Commission on September 17, 2001 (Registration No. 333-69502), of which
2,436,404 shares remain unissued.
(3) Each share of Common Stock to be registered includes one associated
Preferred Stock Purchase Right.
(4) No separate consideration is payable for the Preferred Stock Purchase
Rights. Therefore, the registration fee for such securities is included in
the registration fee for the Common Stock.
In addition, pursuant to Rule 416(c) under the Securities Act, this Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the CenterPoint Energy, Inc. Savings Plan described herein.
INTRODUCTORY STATEMENT
CenterPoint Energy, Inc. (the "Registrant" or the "Company") is filing this
Registration Statement on Form S-8 relating to its common stock, par value $0.01
per share, and associated rights to purchase its Series A preferred stock, par
value $0.01 per share (such common stock and associated rights are collectively
referred to in this Registration Statement as the "Common Stock"), issuable
pursuant to the terms of the CenterPoint Energy, Inc. Savings Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the plan information required by Item 1 of
Form S-8 and the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such documents are not being filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. The Registrant shall maintain a file of such documents
in accordance with the provisions of Rule 428. Upon request, the Registrant
shall furnish to the Commission or its staff a copy or copies of all of the
documents included in such file.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company is treated as a successor to Reliant Energy, Incorporated
("Reliant Energy") for purposes of the Securities Exchange Act of 1934, as
amended. The following documents filed with the Commission by Reliant Energy
(File No. 1-3187) or the Company (File No. 1-31447) pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or as otherwise
indicated, are hereby incorporated in this Registration Statement by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001;
(2) The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2002 and June 30, 2002;
(3) Reliant Energy's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001, as amended by Reliant Energy's
Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal
year ended December 31, 2001, as filed on July 5, 2002;
(4) Reliant Energy's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 2002 and June 30, 2002;
(5) Reliant Energy's Current Reports on Form 8-K filed with the
SEC on January 11, 2002, March 6, 2002, April 8, 2002, July 5,
2002 and July 15, 2002;
(6) Item 5 of Reliant Energy's Current Reports on Form 8-K filed
with the SEC on February 5, 2002, March 15, 2002, April 29,
2002, July 25, 2002 and August 1, 2002;
(7) The Company's Current Report on Form 8-K filed with the SEC on
September 3, 2002, which includes a description of the
Company's common stock and associated rights to purchase its
Series A preferred stock;
(8) The Company's Current Report on Form 8-K12B filed with the SEC
on September 6, 2002;
(9) The Company's Current Reports on Form 8-K filed with the SEC
on September 9, 2002, September 13, 2002, September 24, 2002,
October 1, 2002, October 11, 2002 and November 8, 2002; and
(10) Item 5 of the Company's Current Report on Form 8-K filed with
the SEC on October 17, 2002.
All documents filed with the Commission by the Company pursuant to
sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold, or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Any statement contained herein or incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02.A.(16) and Article 2.02-1 of the Texas Business
Corporation Act and Article V of the Registrant's Amended and Restated Bylaws
provide the Registrant with broad powers and authority to indemnify its
directors and officers and to purchase and maintain insurance for such purposes.
Pursuant to such statutory and Bylaw provisions, the Registrant has purchased
insurance against certain costs of indemnification that may be incurred by it
and by its officers and directors.
Additionally, Article IX of the Registrant's Amended and Restated
Articles of Incorporation provides that a director of the Registrant is not
liable to the Registrant for monetary damages for any act or omission in the
director's capacity as director, except that Article IX does not eliminate or
limit the liability of a director for (i) any breach of such director's duty of
loyalty to the Registrant or its shareholders, (ii) any act or omission not in
good faith that constitutes a breach of duty of such director to the Registrant
or an act or omission that involves intentional misconduct or a knowing
violation of law, (iii) a transaction from which such director received an
improper benefit, whether or not the benefit resulted from an action taken
within the scope of the director's office or (iv) an act or omission for which
the liability of a director is expressly provided for by statute.
Article IX also provides that any subsequent amendments to Texas
statutes that further limit the liability of directors will inure to the benefit
of the directors, without any further action by shareholders. Any repeal or
modification of Article IX shall not adversely affect any right of protection of
a director of the Registrant existing at the time of the repeal or modification.
See "Item 9. Undertakings" for a description of the Commission's
position regarding such indemnification provisions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following documents are filed as a part of this Registration
Statement or incorporated by reference herein:
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
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4.1* - Amended and Restated Articles of Registration Statement on 333-69502 3.1
Incorporation of CenterPoint Energy, Inc. Form S-4 of CenterPoint
Energy, Inc.
4.2* - Articles of Amendment to the Amended and Form 10-K of CenterPoint 1-31447 3.1.1
Restated Articles of Incorporation of Energy, Inc. for the year
CenterPoint Energy, Inc. ended December 31, 2001
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Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
------ -------------------- --------- ------------- ---------
4.3* - Amended and Restated Bylaws of Form 10-K of CenterPoint 1-31447 3.2
CenterPoint Energy, Inc. Energy, Inc. for the year
ended December 31, 2001
4.4* - Rights Agreement dated as of January 1, Form 10-K of CenterPoint 1-31447 4.2
2002 between CenterPoint Energy, Inc. Energy, Inc. for the year
and JPMorgan Chase Bank, as Rights ended December 31, 2001
Agent,
4.5* - Statement of Resolution Establishing Form 10-K of CenterPoint 1-31447 3.3
Series of Shares designated Series A Energy, Inc. for the year
Preferred Stock and Form of Rights ended December 31, 2001
Certificate
4.6* - Reliant Energy, Incorporated Savings Form 10-K of Reliant 1-3187 10(cc)(1)
Plan (as amended and restated effective Energy, Incorporated for
April 1, 1999) the year ended December
31, 1999
4.7* - First Amendment to the REI Savings Plan Form 10-Q of Reliant 1-3187 10.9
(as amended and restated effective April Energy, Incorporated for
1, 1999) effective as of the dates the quarter ended June 30,
specified herein 2002
4.8* - Second Amendment to the REI Savings Plan Form 10-Q of Reliant 1-3187 10.10
(as amended and restated effective April Energy, Incorporated for
1, 1999) effective as of the dates the quarter ended June 30,
specified herein 2002
4.9* - Third Amendment to the REI Savings Plan Form 10-Q of Reliant 1-3187 10.11
(as amended and restated effective April Energy, Incorporated for
1, 1999) effective as of the dates the quarter ended June 30,
specified herein 2002
4.10* - Fourth Amendment to the REI Savings Plan Form 10-Q of Reliant 1-3187 10.12
(as amended and restated effective April Energy, Incorporated for
1, 1999) effective as of the dates the quarter ended June 30,
specified herein 2002
5.1 - The registrant undertakes that the
Savings Plan and any amendment thereto
have been or will be submitted to the
Internal Revenue Service ("IRS") in a
timely manner and all changes required
by the IRS for the Savings Plan to be
qualified under Section 401 of the
Internal Revenue Code have been or will
be made.
23.1 - Consent of Deloitte & Touche LLP
24 - Powers of Attorney (included in the
signature page of this registration
statement)
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* Incorporated herein by reference as indicated.
The use of original issuance securities is not contemplated. If original
issuance securities are hereafter offered and sold, an opinion of counsel will
be filed by amendment.
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) 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;
(iii) 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;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.
(2) 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 such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for 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 such
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 such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, the State of Texas, on November 13, 2002.
CENTERPOINT ENERGY, INC.
(Registrant)
By: /s/ David M. McClanahan
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David M. McClanahan,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David M. McClanahan, Scott E. Rozzell and
Rufus S. Scott, and each of them severally, his or her true and lawful attorney
or attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution, to execute in his
or her name, place and stead, in any and all capacities, any or all amendments
(including pre-effective and post-effective amendments) to this Registration
Statement and any registration statement for the same offering filed pursuant to
Rule 462 under the Securities Act of 1933, as amended, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents and each of them full power and authority, to do and perform in the name
and on behalf of the undersigned, in any and all capacities, each and every act
and thing necessary or desirable to be done in and about the premises, to all
intents and purposes and as fully as they might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or their
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ David M. McClanahan President, November 13, 2002
------------------------------------------------- Chief Executive Officer and Director
David M. McClanahan (Principal Executive Officer)
/s/ Gary L. Whitlock Executive Vice President November 13, 2002
------------------------------------------------- and Chief Financial Officer
Gary L. Whitlock (Principal Financial Officer)
/s/ James S. Brian Senior Vice President and November 13, 2002
------------------------------------------------- Chief Accounting Officer
James S. Brian (Principal Accounting Officer)
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/s/ Milton Carroll Director November 13, 2002
-------------------------------------------------
Milton Carroll
/s/ John T. Cater Director November 13, 2002
-------------------------------------------------
John T. Cater
/s/ O. Holcombe Crosswell Director November 13, 2002
-------------------------------------------------
O. Holcombe Crosswell
/s/ Robert J. Cruikshank Director November 13, 2002
-------------------------------------------------
Robert J. Cruikshank
/s/ T. Milton Honea Director November 13, 2002
-------------------------------------------------
T. Milton Honea
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THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Benefits Committee has duly caused this Registration Statement to be signed on
behalf of the CenterPoint Energy, Inc. Savings Plan by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on November
13, 2002.
CENTERPOINT ENERGY, INC. SAVINGS PLAN
By: /s/ David M. McClanahan
--------------------------------------------
David M. McClanahan
Chairman of the Benefits Committee
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INDEX TO EXHIBITS
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
------ -------------------- --------- ------------- ---------
4.3* - Amended and Restated Bylaws of Form 10-K of CenterPoint 1-31447 3.2
CenterPoint Energy, Inc. Energy, Inc. for the year
ended December 31, 2001
4.4* - Rights Agreement dated as of January 1, Form 10-K of CenterPoint 1-31447 4.2
2002 between CenterPoint Energy, Inc. Energy, Inc. for the year
and JPMorgan Chase Bank, as Rights ended December 31, 2001
Agent,
4.5* - Statement of Resolution Establishing Form 10-K of CenterPoint 1-31447 3.3
Series of Shares designated Series A Energy, Inc. for the year
Preferred Stock and Form of Rights ended December 31, 2001
Certificate
4.6* - Reliant Energy, Incorporated Savings Form 10-K of Reliant 1-3187 10(cc)(1)
Plan (as amended and restated effective Energy, Incorporated for
April 1, 1999) the year ended December
31, 1999
4.7* - First Amendment to the REI Savings Plan Form 10-Q of Reliant 1-3187 10.9
(as amended and restated effective April Energy, Incorporated for
1, 1999) effective as of the dates the quarter ended June 30,
specified herein 2002
4.8* - Second Amendment to the REI Savings Plan Form 10-Q of Reliant 1-3187 10.10
(as amended and restated effective April Energy, Incorporated for
1, 1999) effective as of the dates the quarter ended June 30,
specified herein 2002
4.9* - Third Amendment to the REI Savings Plan Form 10-Q of Reliant 1-3187 10.11
(as amended and restated effective April Energy, Incorporated for
1, 1999) effective as of the dates the quarter ended June 30,
specified herein 2002
4.10* - Fourth Amendment to the REI Savings Plan Form 10-Q of Reliant 1-3187 10.12
(as amended and restated effective April Energy, Incorporated for
1, 1999) effective as of the dates the quarter ended June 30,
specified herein 2002
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Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
------ -------------------- --------- ------------- ---------
5.1 - The registrant undertakes that the
Savings Plan and any amendment thereto
have been or will be submitted to the
Internal Revenue Service ("IRS") in a
timely manner and all changes required
by the IRS for the Savings Plan to be
qualified under Section 401 of the
Internal Revenue Code have been or will
be made.
23.1 - Consent of Deloitte & Touche LLP
24 - Powers of Attorney (included in the
signature page of this registration
statement)
---------------
* Incorporated herein by reference as indicated.
The use of original issuance securities is not contemplated. If original
issuance securities are hereafter offered and sold, an opinion of counsel will
be filed by amendment.
II-9