Registration No. 333-
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
ENTERGY CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 72-1229752
(State or other jurisdiction (I.R.S. Employer
of Incorporation or Identification Number)
organization)
70113
639 Loyola Avenue (Zip Code)
New Orleans, Louisiana
(Address of principal
executive offices)
EQUITY AWARDS PLAN
OF ENTERGY CORPORATION AND SUBSIDIARIES
(Full title of the plan)
___________________________________
C. John Wilder John M. Adams, Jr., Esq.
Executive Vice President Associate General Counsel
and Chief Financial Officer Corporate and Securities
Entergy Corporation Entergy Service, Inc.
639 Loyola Avenue 639 Loyola Avenue
New Orleans, Louisiana 70113 New Orleans, Louisiana 70113
(504) 576-3391 (504) 576-2095
(Names, addresses and telephone numbers, including area code, of
agents for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount
Title of Securities to be Price Per Offering of
to be Registered Registered Share (1) Price (1) Registration Fee
Common Stock, $.01 18,000,000 $37.155 $668,790,000 $167,197.50
par value Shares
(1) Estimated solely for the purpose of calculating the
registration fee, pursuant to Rule 457(h) and Rule 457(c) under
the Securities Act of 1933, on the basis of the average of the
high ($37.80) and low ($36.51) prices paid for a share of
Entergy Corporation Common Stock on February 9, 2001 as reported
on the New York Stock Exchange Composite Transactions Tape.
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.
EXPLANTORY NOTE
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing information specified in Part I
of this Registration Statement on Form S-8 (the "Registration
Statement") have been or will be sent or given to participants in
the Plan as specified in Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the
Securities Act. Such document(s) are not being filed with the
Commission but constitute (along with documents incorporated by
reference into this Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFEENCE
The following documents filed with the Securities and
Exchange Commission by Entergy Corporation ("Entergy") are
incorporated by reference herein:
(i) Annual Report on Form 10-K of Entergy
for the fiscal year ended December 31, 2000;
(ii) Quarterly 2000 Reports on Form 10-Q of
Entergy for the fiscal quarters ended March 31,
2000, June 30, 2000 and September 30, 2000;
(iii) Current Reports on Form 8-K of
Entergy dated March 28, 2000, April 24, 2000, July
26, 2000, July 30, 2000, August 11, 2000, October
19, 2000, December 15, 2000 and February 1, 2001;
(iv) The Description of Holding's Common
Stock, ("Common Stock"), set forth in Entergy's
Registration Statement on Form S-4, File No. 33-
54298.
Any documents subsequently filed by Entergy
pursuant to Section 13 (a), 13 (c), 14 or 15 (d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that
all securities offered hereunder have been sold or which deregisters
all of such securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be 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 other 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.
Item 4. DESCRIPTON OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware law permits a corporation to adopt a provision in
its certificate of incorporation eliminating or limiting the
personal liability of a director, but not an officer in his or
her capacity as such, to the corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director,
except that such provision shall not limit the liability of a
director for (1) any breach of the director's duty of loyalty to
the corporation or its shareholders, (2) acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (3) liability under section 174 of the Delaware
General Corporation Law for unlawful payment of dividends or
stock purchases or redemptions, or (4) any transaction from which
the director derived an improper personal benefit. Entergy's
certificate of incorporation provides that to the fullest extent
authorized or permitted by Delaware General Corporation Law, no
director of Entergy's shall be personally liable to Entergy or
its shareholders for monetary damages for breach of fiduciary
duty as a director.
Under Delaware law, a corporation may indemnify any person
made a party or threatened to be made a party to any type of
proceeding, other than action by or in the right of the
corporation, because he or she is or was an officer, director,
employee or agent of the corporation or was serving at the
request of the corporation as an officer, director, employee or
agent of another corporation or entity against expenses,
judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such proceeding: (1) if
he or she acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation; or (2) in the case of a criminal proceeding, he or
she had no reasonable cause to believe that his or her conduct
was unlawful. A corporation may indemnify any person made a
party or threatened to be made a party to any threatened, pending
or completed action or suit brought by or in the right of the
corporation because he or she was an officer, director, employee
or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of
another corporation or other entity, against expenses actually
and reasonably incurred in connection with such action or suit if
he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests
of the corporation, provided that such indemnification will be
denied if the person is found liable to the corporation unless,
in such a case, the court determines the person is entitled to
indemnification for such expenses in any event. A corporation
must indemnify a present or former director or officer who
successfully defends himself or herself in a proceeding to which
he or she was a party because he or she was a director or officer
of the corporation against expenses actually and reasonably
incurred by him or her. Expenses incurred by an officer or
director, or any employees or agents as deemed appropriate by the
board of directors, in defending civil or criminal proceedings
may be paid by the corporation in advance of the final
disposition of such proceedings upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he or she is not entitled
to be indemnified by the corporation. The Delaware law regarding
indemnification and expense advancement is not exclusive of any
other rights which may be granted by Entergy Certificate of
Incorporation or Bylaws, a vote of shareholders or disinterested
directors, agreement or otherwise.
Under Delaware General Corporation Law, termination of any
proceeding by conviction or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that such
person is prohibited from being indemnified.
The Entergy Certificate of Incorporation provides for the
indemnification and advancement of expenses to the fullest extent
permitted by law to any director or officer. However, Entergy
will not indemnify a director or officer who commences any
proceeding, unless the commencement of that proceeding is
approved by the board of directors.
Entergy has insurance covering expenditures that might arise
in connection with our lawful indemnification of our directors
and officers for certain liabilities and expenses. Entergy's
directors and officers also have the benefit of insurance against
certain other liabilities and expenses.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
Item 8. EXHIBITS
4.1 Certificate of Incorporation of Entergy
Corporation (included as Exhibit A-1 (a) to Rule 24
Certificate in File No. 70-8509).
4.2 Bylaws of Entergy Corporation (included as
Exhibit 4.2 to Registration Statement No. 333-75097)
5 Legality Opinion of John M. Adams, Jr., Esq.
10 Equity Awards Plan of Entergy Corporation and
Subsidiaries (included as Exhibit A-4 to Post-Effective
Amendment No. 2 in File No. 70-9189)
23 Consents of experts and counsel:
-Consent of PricewaterhouseCoopers LLP
-Consent of John M. Adams, Jr., Esq.
(included in Exhibit 5 filed herewith)
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 the registration statement:
(i) To include any prospectus required by
Section 10 (a) (3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
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 this
registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424 (b) of the
Securities Act of 1933 if, in the aggregate, the
changes in volume and price represent no more than
20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this 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 with or furnished to the Commission by
the Registrant pursuant to Section 13 or Section 15 (d)
of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 the
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13 (a) or 15 (d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section
15 (d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the 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 of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.
POWER OF ATTORNEY
Each director and officer of the issuer whose signature
appears below hereby appoints Nathan E. Langston and John M.
Adams, Jr., and each of them severally, as his attorney-in-fact
to sign in his name and behalf, in any and all capacities stated
below, and to file with the Securities and Exchange Commission,
any and all amendments, including post-effective amendments, to
this Registration Statement and the issuer hereby also appoints
Nathan E. Langston and John M. Adams, Jr., and each of them
severally, as its attorney-in-fact with like authority to sign
and file such amendments in its name and behalf.
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 New Orleans, State of Louisiana, on the 15th day of
February, 2001.
ENTERGY CORPORATION
By: /s/ C. John Wilder
C. John Wilder
Executive Vice President
and Chief Financial
Officer
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.
Name Title Date
/s/ Robert v.d. Luft Chairman of the Board February 15, 2001
Robert v.d. Luft
/s/ Wayne Leonard Director and February 15, 2001
Wayne Leonard Chief Executive Officer
/s/ C. John Wilder Executive Vice President February 15, 2001
C. John Wilder and Chief Financial
Officer
/s/ Nathan E. Langston Vice President and February 15, 2001
Nathan E. Langston Chief Accounting Officer
/s/ Maureen S. Bateman Director February 15, 2001
Maureen S. Bateman
/s/ W. Frank Blount Director February 15, 2001
W. Frank Blount
/s/ George W. Davis Director February 15, 2001
George W. Davis
/s/ Norman C. Francis Director February 15, 2001
Norman C. Francis
/s/ Thomas F. McLarty Director February 15, 2001
Thomas F. McLarty
/s/ Kathleen A. Murphy Director February 15, 2001
Kathleen A. Murphy
/s/ Paul W. Murrill Director February 15, 2001
Paul W. Murrill
/s/ James R. Nichols Director February 15, 2001
James R. Nichols
/s/ William A. Percy, II Director February 15, 2001
William A. Percy, II
/s/ Dennis H. Reilley Director February 15, 2001
Dennis H. Reilley
/s/ Wm. Clifford Smith Director February 15, 2001
Wm. Clifford Smith
/s/ Bismark A. Steinhagen Director February 15, 2001
Bismark A. Steinhagen