As filed with the Securities and Exchange Commission on June 2, 2003
Registration No. 333-101202
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
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 (Zip Code)
offices)
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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)
Telephone number, including area code, of agent for service: (713) 207-1111
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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 Securities and Exchange
Commission (the "Commission") by the Company (File No. 1-31447) or by the
CenterPoint Energy, Inc. Savings Plan (the "Savings Plan") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), 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, 2002;
(2) The Annual Report on Form 11-K of the Savings Plan for the
year ended December 31, 2001;
(3) 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;
(4) The Company's Current Reports on Form 8-K filed with the SEC
on January 7, 2003, March 3, 2003, March 27, 2003, April 23,
2003, May 12, 2003, May 16, 2003 and May 30, 2003; and
(5) Item 5 of the Company's Current Reports on Form 8-K filed with
the SEC on February 13, 2003, April 24, 2003 and May 1, 2003.
All documents filed with the Commission by the Company and the Savings
Plan 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.
EXPERTS
The consolidated financial statements incorporated in this Registration
Statement by reference from the Company's Current Report on Form 8-K dated May
12, 2003 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference (which report
expresses an unqualified opinion and includes explanatory paragraphs relating to
the distribution of Reliant Resources, Inc. and the change in method of
accounting for goodwill and certain intangible assets), and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
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
- ------- -------------------- ------------ ------------ ---------
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
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,
II-2
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
- ------- -------------------- ------------ ------------ ---------
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 January 1, 1999 the quarter ended June 30,
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 January 1, 1997 the quarter ended June 30,
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 January 1, 2001 the quarter ended June 30,
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 May 6, 2002 the quarter ended June 30,
2002
4.11* - Fifth Amendment to the REI Savings Plan Form 10-K of CenterPoint 1-31447 10(u)(6)
(as amended and restated effective April Energy, Inc. for the year
1, 1999) effective January 1, 2002 and ended December 31, 2002
as renamed effective October 2, 2002
4.12* - Reliant Energy Savings Trust between Form 10-K of CenterPoint 1-31447 10(u)(7)
Reliant Energy and The Northern Trust Energy, Inc. for the year
Company, as Trustee, as amended and ended December 30, 2002
restated effective April 1, 1999
4.13* - First Amendment to Reliant Energy Form 10-K of CenterPoint 1-31447 10(u)(8)
Savings Trust effective September 30, Energy, Inc. for the year
2002 ended December 30, 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
II-3
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
- ------- -------------------- ------------ ------------ ---------
24+ - Powers of Attorney
- ----------
* Incorporated herein by reference as indicated.
+ Previously filed.
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-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 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.
II-5
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 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Houston, the State of
Texas, on May 30, 2003.
CENTERPOINT ENERGY, INC.
(Registrant)
By: /s/ David M. McClanahan
-----------------------------------------
David M. McClanahan,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to 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, May 30, 2003
- --------------------------- Chief Executive Officer and Director
David M. McClanahan (Principal Executive Officer)
/s/ Gary L. Whitlock Executive Vice President May 30, 2003
- --------------------------- and Chief Financial Officer
Gary L. Whitlock (Principal Financial Officer)
/s/ James S. Brian Senior Vice President and May 30, 2003
- --------------------------- Chief Accounting Officer
James S. Brian (Principal Accounting Officer)
* Director May 30, 2003
- ---------------------------
Milton Carroll
* Director May 30, 2003
- ---------------------------
John T. Cater
II-6
Director
- ---------------------------
Derrill Cody
* Director May 30, 2003
- ---------------------------
O. Holcombe Crosswell
Director
- ---------------------------
Thomas F. Madison
Director
- ---------------------------
Michael E. Shannon
*By: /s/ Rufus S. Scott
---------------------------
Rufus S. Scott
Attorney-in-Fact
II-7
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Benefits Committee has duly caused this Post-Effective Amendment to 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 May 30, 2003.
CENTERPOINT ENERGY, INC. SAVINGS PLAN
By: /s/ David M. McClanahan
------------------------------------------
David M. McClanahan
Chairman of the Benefits Committee
II-8
INDEX TO EXHIBITS
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
- ------- -------------------- ------------ ------------ ---------
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
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 January 1, 1999 the quarter ended June 30,
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 January 1, 1997 the quarter ended June 30,
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 January 1, 2001 the quarter ended June 30,
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 May 6, 2002 the quarter ended June 30,
2002
4.11* - Fifth Amendment to the REI Savings Plan Form 10-K of CenterPoint 1-31447 10(u)(6)
(as amended and restated effective April Energy, Inc. for the year
1, 1999) effective January 1, 2002 and ended December 31, 2002
as renamed effective October 2, 2002
II-9
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
- ------- -------------------- ------------ ------------ ---------
4.12* - Reliant Energy Savings Trust between Form 10-K of CenterPoint 1-31447 10(u)(7)
Reliant Energy and The Northern Trust Energy, Inc. for the year
Company, as Trustee, as amended and ended December 30, 2002
restated effective April 1, 1999
4.13* - First Amendment to Reliant Energy Form 10-K of CenterPoint 1-31447 10(u)(8)
Savings Trust effective September 30, Energy, Inc. for the year
2002 ended December 30, 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
- ----------
* Incorporated herein by reference as indicated.
+ Previously filed.
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-10
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-101202 of CenterPoint Energy, Inc. on
Form S-8 of our report dated February 28, 2003, May 9, 2003 as to "Certain
Reclassifications and Other Items", described in Note 1, (which report expresses
an unqualified opinion and includes explanatory paragraphs relating to the
distribution of Reliant Resources, Inc. and the change in method of accounting
for goodwill and certain intangible assets) appearing in CenterPoint Energy,
Inc.'s Current Report on Form 8-K dated May 12, 2003 and our report dated June
24, 2002 included in the Annual Report on Form 11-K of CenterPoint Energy,
Inc.'s Savings Plan for the year ended December 31, 2001.
We also consent to the reference to us under the heading "Experts" in such
Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
May 30, 2003
