As filed with the Securities and Exchange Commission on September 6, 2002
Registration No. 333- 32413
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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)
D/B/A RELIANT ENERGY, INCORPORATED
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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 offices) (Zip Code)
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EMPLOYEE STOCK OPTIONS ASSUMED BY
HOUSTON LIGHTING & POWER COMPANY (TO BE RENAMED
HOUSTON INDUSTRIES INCORPORATED) PURSUANT TO THE
AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 11, 1996,
AS AMENDED, BY AND AMONG HOUSTON INDUSTRIES INCORPORATED,
HOUSTON LIGHTING & POWER COMPANY,
HI MERGER, INC. AND NORAM ENERGY CORP.
(Full title of the plan)
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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
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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 (formerly Houston Industries 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 No. 333-32413) 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.
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INTRODUCTORY STATEMENT
Effective August 31, 2002, pursuant to the Agreement and Plan of Merger
(the "Merger Agreement") 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.
Pursuant to the Merger Agreement, the unexpired employee stock options
assumed by Reliant Energy pursuant to the Agreement and Plan of Merger dated as
of August 11, 1996, as amended, by and among Houston Industries Incorporated,
Houston Lighting & Power Company, HIMerger, Inc., and NorAm Energy Corp. (the
"NorAm Merger Agreement") were assumed by CenterPoint Energy. Accordingly, all
stock issued pursuant to unexpired employee stock options assumed by Reliant
Energy pursuant to the NorAm Merger Agreement will be shares of the common stock
of CenterPoint Energy rather than shares of the common stock of 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 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.
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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:
SEC File or
Exhibit Report or Registration Registration Exhibit
Number Document Description Statement Number Reference
------ -------------------- ---------- ------- ---------
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 CenterPoint 333-69502 3.1.1
Restated Articles of Incorporation of Energy, Inc. for the
CenterPoint Energy, Inc. year ended December 31,
2001
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 CenterPoint Form 10-K of CenterPoint 333-69502 4.2
Energy, Inc. and JPMorgan Chase Bank, as Energy, Inc. for the
Rights Agent year ended December 31,
2001
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4.5* - Statement of Resolution Establishing Form 10-K of CenterPoint 333-69502 3.3
Series of Shares designated Series A Energy, Inc. for the
Preferred Stock and Form of Rights year ended December 31,
Certificate 2001
4.6* - Agreement and Plan of Merger among Combined Form 8-K of 1-3187 2
Houston Industries Incorporated, HI Houston Industries 1-7629
Merger, Inc. and NorAm Energy Corp. dated Incorporated and Houston
as of August 11, 1996 Lighting & Power Company
dated August 11, 1996
4.7* - Amendment to Agreement and Plan of Merger Registration Statement 333-11329 2(c)
among Houston Industries Incorporated, HI on Form S-4 of Houston
Merger, Inc. and NorAm Energy Corp. dated Industries Incorporated
as of October 23, 1996
4.8** - NorAm Energy Corp. 1994 Incentive Equity
Plan
4.9* - First Amendment to NorAm Energy Corp. Form 10-Q of Reliant 1-1387 10.5
1994 Incentive Equity Plan, effective Energy, Incorporated for
January 1, 2001 quarter ended June 30,
2002
5 - 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)
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* Incorporated herein by reference as indicated.
** Previously filed.
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.
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(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
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 6, 2002.
CENTERPOINT ENERGY, INC.
d/b/a RELIANT ENERGY, INCORPORATED
(Registrant)
By: /s/ R. Steve Letbetter
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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
--------- ----- ----
/s/ R. Steve Letbetter Chairman, President, September 6, 2002
-------------------------------- Chief Executive Officer
R. Steve Letbetter and Director (Principal
Executive Officer)
/s/ Mark M. Jacobs Executive Vice President September 6, 2002
-------------------------------- and Chief Financial
Mark M. Jacobs Officer (Principal
Financial Officer)
/s/ James S. Brian Senior Vice President September 6, 2002
-------------------------------- and Chief Accounting
James S. Brian Officer (Principal
Accounting Officer)
/s/ Milton Carroll Director September 6, 2002
--------------------------------
Milton Carroll
/s/ John T. Cater Director September 6, 2002
--------------------------------
John T. Cater
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/s/ O. Holcombe Crosswell Director September 6, 2002
--------------------------------
O. Holcombe Crosswell
/s/ Robert J. Cruikshank Director September 6, 2002
--------------------------------
Robert J. Cruikshank
/s/ T. Milton Honea Director September 6, 2002
--------------------------------
T. Milton Honea
/s/ Laree E. Perez Director September 6, 2002
--------------------------------
Laree E. Perez
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INDEX TO EXHIBITS
SEC File or
Exhibit Report or Registration Registration Exhibit
Number Document Description Statement Number Reference
------ -------------------- ---------- ------- ---------
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 CenterPoint 333-69502 3.1.1
Restated Articles of Incorporation of Energy, Inc. for the
CenterPoint Energy, Inc. year ended December 31,
2001
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 CenterPoint Form 10-K of CenterPoint 333-69502 4.2
Energy, Inc. and JPMorgan Chase Bank, as Energy, Inc. for the
Rights Agent year ended December 31,
2001
4.5* - Statement of Resolution Establishing Form 10-K of CenterPoint 333-69502 3.3
Series of Shares designated Series A Energy, Inc. for the
Preferred Stock and Form of Rights year ended December 31,
Certificate 2001
4.6* - Agreement and Plan of Merger among Combined Form 8-K of 1-3187 2
Houston Industries Incorporated, HI Houston Industries 1-7629
Merger, Inc. and NorAm Energy Corp. dated Incorporated and Houston
as of August 11, 1996 Lighting & Power Company
dated August 11, 1996
4.7* - Amendment to Agreement and Plan of Merger Registration Statement 333-11329 2(c)
among Houston Industries Incorporated, HI on Form S-4 of Houston
Merger, Inc. and NorAm Energy Corp. dated Industries Incorporated
as of October 23, 1996
4.8** - NorAm Energy Corp. 1994 Incentive Equity
Plan
4.9* - First Amendment to NorAm Energy Corp. Form 10-Q of Reliant 1-1387 10.5
1994 Incentive Equity Plan, effective Energy, Incorporated for
January 1, 2001 quarter ended June 30,
2002
5 - 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)
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* Incorporated herein by reference as indicated.
** Previously filed.