As filed with the Securities and Exchange Commission on September 4, 2002
Registration No. 333-98271
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------
CENTERPOINT ENERGY, INC.
(Exact name of registrant as specified in its charter)
d/b/a RELIANT ENERGY, INCORPORATED
---------
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 (Zip Code)
offices)
RELIANT ENERGY, INCORPORATED
1994 LONG-TERM INCENTIVE COMPENSATION PLAN
(Full title of the plan)
Rufus S. Scott
Assistant Corporate Secretary
1111 Louisiana
Houston, Texas 77002
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (713) 207-3000
----------
This Post-Effective Amendment to the Registration Statement on
Form S-8 is being filed pursuant to Rule 414 under the Securities Act of 1933,
as amended (the "Securities Act"), by the Registrant, the successor to Reliant
Energy, Incorporated, a Texas corporation, following a merger to effect a
holding company reorganization effective as of August 31, 2002. The Registrant
hereby expressly adopts the Registration Statement of Reliant Energy on Form S-8
(Registration Statement No. 333-98271) as its own registration statement for all
purposes of the Securities Act and the Securities Exchange Act of 1934, as
amended, and hereby sets forth any additional information necessary to reflect
any material changes made in connection with or resulting from the succession,
or necessary to keep this Registration Statement from being misleading in any
material respect.
===============================================================================
INTRODUCTORY STATEMENT
Effective August 31, 2002, pursuant to the Agreement and Plan
of Merger among Reliant Energy, Incorporated ("Reliant Energy"), Reliant Energy
MergerCo, Inc. ("MergerCo") and CenterPoint Energy, Inc. ("CenterPoint Energy"
or "Registrant"), MergerCo merged into Reliant Energy, as a result of which the
outstanding shares of common stock, without par value, of Reliant Energy were
exchanged automatically on a share-for-share basis for shares of common stock,
par value $0.01 per share, of CenterPoint Energy, and Reliant Energy became a
subsidiary of CenterPoint Energy.
Accordingly, all stock issued under the Reliant Energy,
Incorporated 1994 Long-Term Incentive Compensation Plan (the "Plan") will be
shares of the common stock of CenterPoint Energy rather than shares of the
common stock of Reliant Energy. Additionally, the sponsor of the Plan will be
CenterPoint Energy rather than Reliant Energy.
The applicable registration fees were paid at the time of the
original filing of this Registration Statement.
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
Post-Effective Amendment to 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 following documents filed with the Commission by Reliant
Energy (File No. 1-3187) or CenterPoint Energy 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) CenterPoint Energy's Annual Report on Form 10-K for
the fiscal year ended December 31, 2001;
(2) CenterPoint Energy'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 Report 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; and
(7) CenterPoint Energy's Current Report on Form 8-K filed
with the SEC on September 3, 2002, which includes a
description of CenterPoint Energy's common stock and
associated rights to purchase its Series A preferred
stock.
All documents filed with the Commission by CenterPoint Energy
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
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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
Post-Effective Amendment to 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 Post-Effective
Amendment to Registration Statement.
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 or its shareholders 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 or 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 a
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 Company 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.
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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
- ------ -------------------- ------------ ------------ ---------
4.1* -- Amended and Restated Articles Registration Statement on 333-69502 3.1
of Incorporation of CenterPoint Form S-4 of CenterPoint
Energy, Inc. Energy, Inc.
4.2* -- Articles of Amendment to the Form 10-K of CenterPoint 333-69502 3.1.1
Amended and Restated Articles Energy, Inc. for the year
of Incorporation of CenterPoint ended December 31, 2001
Energy, Inc.
4.3* -- Amended and Restated Bylaws of Form 10-K of CenterPoint 333-69502 3.2
CenterPoint Energy, Inc. Energy, Inc. for the year
ended December 31, 2001
4.4* -- Rights Agreement between Form 10-K of CenterPoint 333-69502 4.2
CenterPoint Energy, Inc. and JPMorgan Energy, Inc. for the year
Chase Bank, as Rights Agent ended December 31, 2001
4.5* -- Statement of Resolution Form 10-K of CenterPoint 333-69502 3.3
Establishing Series of Shares Energy, Inc. for the year
designated Series A Preferred ended December 31, 2001
Stock and Form of Rights
Certificate
4.6* -- Reliant Energy, Incorporated 1994 Form 10-Q of Reliant Energy, 1-3187 10.6
Long-Term Incentive Compensation Plan Incorporated for the
(the "Plan") quarter ended June 30, 2002
4.7* -- Form of Stock Option Agreement for Form 10-Q of Reliant Energy, 1-3187 10.7
non-qualified options granted under the Incorporated for the
Plan quarter ended June 30, 2002
5.1 -- Opinion of Baker Botts L.L.P.
23.1 -- Consent of Deloitte & Touche LLP
23.2 -- Consent of Baker Botts L.L.P. (included
in Exhibit 5.1)
24.1** -- Power of Attorney
- ---------
* Incorporated herein by reference as indicated.
** Previously filed.
4
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
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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
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, the State of Texas, on
September 4, 2002.
CENTERPOINT ENERGY, INC.
d/b/a RELIANT ENERGY, INCORPORATED
(Registrant)
By: /s/ R. Steve Letbetter
-----------------------------------------------
R. Steve Letbetter,
Chairman, President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Chairman, President, Chief September 4, 2002
/s/ R. Steve Letbetter Executive Officer and
- ------------------------- Director (Principal
(R. Steve Letbetter) Executive Officer and
Director)
Executive Vice President September 4, 2002
/s/ Mark M. Jacobs and Chief Financial Officer
- ------------------------- (Principal Financial
(Mark M. Jacobs) Officer)
Senior Vice President September 4, 2002
/s/ James S. Brian and Chief Accounting Officer
- ------------------------- (Principal Accounting Officer)
(James S. Brian)
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Signature Title Date
--------- ----- ----
* Director September 4, 2002
- -------------------------
(Milton Carroll)
* Director September 4, 2002
- -------------------------
(John T. Cater)
* Director September 4, 2002
- -------------------------
(O. Holcombe Crosswell)
* Director September 4, 2002
- -------------------------
(Robert J. Cruikshank)
* Director September 4, 2002
- -------------------------
(T. Milton Honea)
* Director September 4, 2002
- -------------------------
(Laree E. Perez)
* By :/s/ Hugh Rice Kelly
----------------------
Hugh Rice Kelly, Attorney-In-Fact
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INDEX TO EXHIBITS
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
- ------ -------------------- ------------ ------------ ---------
4.1* -- Amended and Restated Articles Registration Statement on 333-69502 3.1
of Incorporation of CenterPoint Form S-4 of CenterPoint
Energy, Inc. Energy, Inc.
4.2* -- Articles of Amendment to the Form 10-K of CenterPoint 333-69502 3.1.1
Amended and Restated Articles Energy, Inc. for the year
of Incorporation of CenterPoint ended December 31, 2001
Energy, Inc.
4.3* -- Amended and Restated Bylaws of Form 10-K of CenterPoint 333-69502 3.2
CenterPoint Energy, Inc. Energy, Inc. for the year
ended December 31, 2001
4.4* -- Rights Agreement between Form 10-K of CenterPoint 333-69502 4.2
CenterPoint Energy, Inc. and JPMorgan Energy, Inc. for the year
Chase Bank, as Rights Agent ended December 31, 2001
4.5* -- Statement of Resolution Form 10-K of CenterPoint 333-69502 3.3
Establishing Series of Shares Energy, Inc. for the year
designated Series A Preferred ended December 31, 2001
Stock and Form of Rights
Certificate
4.6* -- Reliant Energy, Incorporated 1994 Form 10-Q of Reliant Energy, 1-3187 10.6
Long-Term Incentive Compensation Plan Incorporated for the quarter
(the "Plan") ended June 30, 2002
4.7* -- Form of Stock Option Agreement for Form 10-Q of Reliant Energy, 1-3187 10.7
non-qualified options granted under the Incorporated for the quarter
Plan ended June 30, 2002
5.1 -- Opinion of Baker Botts L.L.P.
23.1 -- Consent of Deloitte & Touche LLP
23.2 -- Consent of Baker Botts L.L.P. (included
in Exhibit 5.1)
24.1** -- Power of Attorney
- ---------
* Incorporated herein by reference as indicated.
** Previously filed.
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EXHIBIT 5.1
[Letterhead of Baker Botts L.L.P.]
September 4, 2002
CenterPoint Energy, Inc.
1111 Louisiana
Houston, Texas 77002
Ladies and Gentlemen:
As set forth in Post-Effective Amendment No. 1 (the
"Post-Effective Amendment") to the Registration Statement on Form S-8
(Registration No. 333-98271) to be filed by CenterPoint Energy, Inc. d/b/a
Reliant Energy, Incorporated, a Texas corporation (the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), relating to up to 10,000,000 shares (the "Shares") of common stock,
par value $0.01 per share, of the Company (the "Common Stock") and associated
rights to purchase Series A Preferred Stock, par value $0.01 per share, of the
Company (the "Rights"), which may be offered and sold from time to time pursuant
to the Reliant Energy, Incorporated 1994 Long-Term Incentive Compensation Plan
(the "Plan") certain legal matters in connection with the Shares subject to
original issuance by the Company and the Rights associated therewith are being
passed upon for you by us. At your request, this opinion is being furnished to
you for filing as Exhibit 5.1 to the Post-Effective Amendment.
In our capacity as your counsel in the connection referred to
above, we have examined the Amended and Restated Articles of Incorporation and
Amended and Restated Bylaws of the Company, each as amended to date, the Rights
Agreement dated as of January 1, 2002, between the Company and JPMorgan Chase
Bank, as Rights Agent (the "Rights Agreement"), as amended to date, and have
examined originals, or copies certified or otherwise identified, of corporate
records of the Company, including minute books of the Company as furnished to us
by the Company, certificates of public officials and of representatives of the
Company, statutes and other instruments or documents, as a basis for the
opinions hereinafter expressed. In giving such opinions, we have relied upon
certificates of officers of the Company with respect to the accuracy of the
material factual matters contained in such certificates. In making our
examination, we have assumed that all signatures on all documents examined by us
are genuine, that all documents submitted to us as originals are accurate and
complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof and that all information submitted to us was
accurate and complete.
On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications set forth herein, we are of the opinion that:
1. The Company is a corporation duly incorporated and validly
existing in good standing under the laws of the State of Texas.
2. In the case of Shares originally issued by the Company
pursuant to the provisions of the Plan following due authorization of a
particular award thereunder by a duly constituted and authorized
committee of the Board of Directors of the Company as provided in and
in accordance with the Plan, the Shares issuable pursuant to such award
will have been duly authorized by all necessary corporate action on the
part of the Company. Upon issuance and delivery of such Shares from
time to time pursuant to the terms of such award for the consideration
established pursuant to the terms of the Plan and otherwise in
accordance with the terms and conditions of stock award, including, if
applicable, the lapse of any restrictions relating thereto, the
satisfaction of any performance conditions associated therewith and any
requisite determinations by or pursuant to the authority of the Board
of Directors of the Company or a duly constituted and authorized
committee thereof as provided therein, and, in the case of stock
options, the exercise price thereof and payment for such Shares as
provided therein, such Shares will be validly issued, fully paid and
nonassessable.
3. The issuance of the Rights associated with the Shares has
been duly authorized by all requisite corporate action on the part of
the Company and, upon issuance from time to time in connection with the
issuance of the associated Shares as provided above and in accordance
with the terms of the Rights Agreement, the Rights associated with such
Shares will be validly issued.
The opinion set forth in paragraph 3 above is limited to the
valid issuance of the Rights under the Texas Business Corporation Act. In this
connection, we do not express any opinion herein on any other aspect of the
Rights, the effect of any equitable principles or fiduciary considerations
relating to the adoption of the Rights Agreement or the issuance of the Rights,
the enforceability of any particular provisions of the Rights Agreement, or the
provisions of the Rights Agreement which discriminate or create unequal voting
power among stockholders.
This opinion is limited to the original issuance of Shares and
Rights by the Company and does not cover shares of Common Stock and related
Rights delivered by the Company out of shares and related Rights reacquired by
it.
We are members of the Texas Bar and the opinions set forth
above are limited in all respects to the laws of the State of Texas as in effect
on the date hereof. Additionally, we hereby consent to the filing of this
opinion with the Commission as Exhibit 5.1 to the Post-Effective Amendment. In
giving such consent, we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
BAKER BOTTS L.L.P.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-98271 of CenterPoint Energy, Inc. on
Form S-8 of our report dated March 28, 2002, July 3, 2002, as to the effects of
the restatement discussed in Note 1 (which expresses an unqualified opinion and
includes explanatory paragraphs relating to the restatement described in Note 1
and the change in method of accounting for derivatives and hedging activities),
appearing in Amendment No. 1 to the Annual Report on Form 10-K/A of Reliant
Energy, Incorporated for the year ended December 31, 2001, and of our report
dated March 28, 2002, appearing in the Annual Report on Form 10-K of CenterPoint
Energy, Inc. for the year ended December 31, 2001.
DELOITTE & TOUCHE LLP
Houston, Texas
September 3, 2002
