eixs81109
As filed with the Securities and Exchange Commission on November 9, 2009
File No. 333-_______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
the Securities Act of 1933
EDISON INTERNATIONAL
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction of incorporation or organization)
95-4137452
(I.R.S. Employer Identification No.)
2244 Walnut Grove Avenue (P.O. Box 976) 91770
Rosemead, California (Zip Code)
(Address of Principal Executive Offices)
EDISON 401(k) SAVINGS PLAN
(Full title of the Plan)
Michael A. Henry
Senior Attorney
2244 Walnut Grove Avenue (P.O. Box 800)
Rosemead, California 91770
(Name and address of agent for service)
(626) 302-4328
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of "large accelerated filer," "accelerated filer" and "smaller reporting
company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [x] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ ]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed Amount
Amount maximum maximum of
Title of securities to be offering price aggregate registration
to be registered(1) registered per share(2) offering price(2) fee
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Common Stock, no par value 30,000,000 shs. $31.70 $951,000,000 $53,065.80
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(1) In addition, 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 employee benefit plan described herein.
(2) Estimated pursuant to Rules 457(c) and 457(h), solely for the purpose of calculating
the registration fee, on the basis of the average of the high and low prices of Edison
International common stock reported in the consolidated reporting system as of
November 3, 2009.
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EXPLANATORY NOTE
In accordance with General Instruction E of Form S-8, Edison International (the
"Registrant") is registering additional shares of common stock pursuant to the Edison
401(k) Savings Plan (the "Plan"). The Registrant currently has an effective registration
statement filed on Form S-8 relating to the Plan which registered securities of the same
class as those being registered herewith filed with the Securities and Exchange Commission
on November 4, 2005. The Registrant incorporates by reference that registration statement
on Form S-8 (File No. 333-129442), which is made a part hereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
See Exhibit Index.
The registrant undertakes that it has submitted or will submit the Plan and any
amendments thereto to the Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS in order to qualify the Plan.
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SIGNATURES
The Registrant
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 Rosemead, State of California,
on the 9th day of November, 2009.
Edison International
By /s/ Mark C. Clarke
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Mark C. Clarke
Vice President and Controller
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
Principal Executive Officer:
Theodore F. Craver* Chairman of the Board,
President, Chief Executive
Officer and Director November 9, 2009
Principal Financial Officer:
W. James Scilacci* Executive Vice President,
Chief Financial Officer,
and Treasurer November 9, 2009
Controller or Principal Accounting Officer:
By /s/ Mark C. Clarke
--------------------------
Mark C. Clarke Vice President
and Controller November 9, 2009
Majority of Board of Directors:
Vanessa C.L. Chang* Director November 9, 2009
France A. Cordova* Director November 9, 2009
Charles B. Curtis* Director November 9, 2009
Bradford M. Freeman* Director November 9, 2009
Luis G. Nogales* Director November 9, 2009
Ronald L. Olson* Director November 9, 2009
James M. Rosser* Director November 9, 2009
Richard T. Schlosberg, III* Director November 9, 2009
Thomas C. Sutton* Director November 9, 2009
Brett White* Director November 9, 2009
*By /s/ Michael A. Henry
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(Michael A. Henry, Attorney-in-Fact)
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The Plan
Pursuant to the requirements of the Securities Act of 1933, the trustees (or other
persons who administer the Plan) have duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemead, State
of California, on the 9th day of November, 2009.
EDISON 401(k) SAVINGS PLAN
By /s/ Daryl D. David
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Daryl D. David
Chair of the Southern California Edison Company
Benefits Committee
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EXHIBIT INDEX
Exhibit
Number Description
4.1 Restated Articles of Incorporation of Edison International dated December 19, 2006
(File No. 1-9936 filed as Exhibit 3.1 to Form 10-K for the year ended
December 31, 2006)*
4.2 Amended Bylaws of Edison International as adopted by the Board of Directors
on December 11, 2008 (File No. 1-9936, filed as Exhibit 3.2 to Form10-K for the
year ended December 31, 2008)*
5 Opinion of Counsel
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of BDO Seidman, LLP
23.3 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney
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* Incorporated by reference pursuant to Rule 411(c) under the Securities Act of 1933.
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