As filed with the Securities and Exchange Commission on June 2, 2003
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 (Zip Code)
offices)
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CENTERPOINT ENERGY, INC. STOCK PLAN FOR OUTSIDE DIRECTORS
(Full title of the plan)
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) 207-1111
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CALCULATION OF REGISTRATION FEE
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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
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Common Stock, par value $0.01 per share 250,000 shares $8.93 $2,232,500 $180.61
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Preferred Stock Purchase Rights (2) 250,000 rights (3) (3) (3)
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(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 May 23, 2003.
(2) Each share of Common Stock to be registered includes one associated
Preferred Stock Purchase Right.
(3) 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.
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. Stock Plan for
Outside Directors, as amended and restated.
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 following documents filed with the Commission by the Company (File
No. 1-31447) 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 Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2003;
(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 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.
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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
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,
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Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
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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* - CenterPoint Energy, Inc. Stock Plan for CenterPoint Energy's 1-31447 Appendix I
Outside Directors (as amended and Definitive Proxy Statement
restated effective May 7, 2003) for 2003 Annual Meeting of
Shareholders
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 - Powers of Attorney (included in the
signature page of this registration
statement)
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* Incorporated herein by reference as indicated.
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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 May 30, 2003.
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
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/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)
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/s/ Milton Carroll Director May 30, 2003
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Milton Carroll
/s/ Derrill Cody Director May 30, 2003
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Derrill Cody
/s/ John T. Cater Director May 30, 2003
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John T. Cater
/s/ O. Holcombe Crosswell Director May 30, 2003
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O. Holcombe Crosswell
/s/ Thomas F. Madison Director May 30, 2003
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Thomas F. Madison
Director
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Michael E. Shannon
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INDEX TO EXHIBITS
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 333-69502 3.1
Incorporation of CenterPoint Energy, Inc. on Form S-4 of
CenterPoint Energy,
Inc.
4.2* - Articles of Amendment to the Amended and Form 10-K of 1-31447 3.1.1
Restated Articles of Incorporation of CenterPoint Energy,
CenterPoint Energy, Inc. Inc. for the year
ended December 31, 2001
4.3* - Amended and Restated Bylaws of CenterPoint Form 10-K of 1-31447 3.2
Energy, Inc. CenterPoint Energy,
Inc. for the year
ended December 31, 2001
4.4* - Rights Agreement dated as of January 1, 2002 Form 10-K of 1-31147 4.2
between CenterPoint Energy, Inc. and CenterPoint Energy,
JPMorgan Chase Bank, as Rights Agent, Inc. for the year
ended December 31, 2001
4.5* - Statement of Resolution Establishing Series Form 10-K of 1-31447 3.3
of Shares designated Series A Preferred CenterPoint Energy,
Stock and Form of Rights Certificate Inc. for the year
ended December 31, 2001
4.6* - CenterPoint Energy, Inc. Stock Plan for CenterPoint Energy's 1-31447 Appendix I
Outside Directors (as amended and restated Definitive Proxy
effective May 7, 2003) Statement for 2003
Annual Meeting of
Shareholders
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 - Powers of Attorney
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* Incorporated herein by reference as indicated.
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