As filed with the Securities and Exchange Commission on May 31, 2000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
RELIANT ENERGY, INCORPORATED
(Exact name of registrant as specified in its charter)
TEXAS 74-0694415
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1111 LOUISIANA 77002
HOUSTON, TEXAS (Zip Code)
(Address of principal
executive offices)
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RELIANT ENERGY, INCORPORATED
SUPPLEMENTAL STOCK PLAN FOR OUTSIDE DIRECTORS
(Full title of the plan)
Hugh Rice Kelly
Executive Vice President, General Counsel and 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
CALCULATION OF REGISTRATION FEE
===============================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE (2) PRICE (2) FEE (3)
---------------------------------------------------------------------------------------------------------------
Common Stock, without
par value (1) 25,000 shares $27.78125 $694,531.25 $183.36
===============================================================================================================
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(1) Includes preference stock purchase rights of one Right per share associated with the Common Stock.
(2) Estimated in accordance with Rule 457(c) solely for the purpose of calculating the registration fee and based upon the average of the high and low sales prices of the Common Stock of Reliant Energy, Incorporated reported on the New York Stock Exchange Composite Tape on May 25, 2000.
(3) Because no separate consideration is payable for the Rights, the registration fee for such securities is included in the fee for the Common Stock.
INTRODUCTORY STATEMENT
Reliant Energy, Incorporated (the "Registrant" or the "Company") is filing this Registration Statement on Form S-8 relating to its Common Stock, without par value, and associated Rights to purchase its Series A Preference Stock, without par value (such Common Stock and associated Rights collectively, the "Common Stock"), issuable pursuant to the terms of the Reliant Energy, Incorporated Supplemental Stock Plan for Outside Directors.
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.
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. 1-3187) 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) the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 1999;
(2) the Company's Quarterly Report on Form 10-Q for its quarterly period ended March 31, 2000; and
(3) the description of the Common Stock contained in Exhibit 99(b) of the Company's Quarterly Report on Form 10-Q for its quarterly period ended March 31, 2000 filed for the purpose of updating the description of the Common Stock contained in Item 4 of the Company's registration statement on Form 8-B, as filed with the Commission on July 30, 1997 (under a prior name, Houston Lighting & Power Company).
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 of this
Registration Statement 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 in this Registration Statement 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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 Company's Amended and Restated Bylaws provide the Company 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 Company 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 Company's Restated Articles of Incorporation provides that a director of the Company is not liable to the Company or its shareholders 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) breaches of such Director's duty of loyalty to the Company or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) transactions from which a director receives an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office, (iv) acts or omissions for which liability is specifically provided by statute and (v) acts relating to unlawful stock repurchases or payments of dividends.
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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 Company existing at the time of the repeal or modification.
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* - Restated Articles of Incorporation of Form 10-K for the 1-3187 3(a)
the Company (restated as of September year ended
1997) December 31, 1997
4.2* Amendment to the Company's Articles of Form 10-Q for the 1-3187 3(b)
Incorporation quarter ended
March 31, 1999
4.3* - Amended and Restated Bylaws of the Form 10-Q for the 1-3187 3
Company (adopted on May 3, 2000) quarter ended
March 31, 2000
4.4* - Amended and Restated Rights Agreement Registration 333-11329 4(b)(1)
dated August 6, 1997 between the Company Statement on Form S-4
and Chase Bank of Texas, National
Association, as Rights Agent, including
Form of Statement of Resolution
Establishing Series of Shares designated
Series A Preference Stock and Form of
Rights Certificate
4.5* - Amendment No. 1 to Rights Agreement, dated Form 10-Q for the 1-3187 4
as of May 8, 2000, between the Company quarter ended
and Chase Bank of Texas, National March 31, 2000
Association, as Rights Agent
5 - No opinion of counsel as to the legality
of the securities being registered is
included because the common stock (and
related preference stock purchase
rights) registered will be delivered
from the Company's treasury
23 - Consent of Deloitte & Touche LLP
24 - Powers of Attorney (included in the
signature page to 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 31, 2000.
RELIANT ENERGY, INCORPORATED
(Registrant)
By: /s/ R. Steve Letbetter
----------------------
R. Steve Letbetter,
Chairman, President and
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Hugh Rice Kelly, R. Steve Letbetter and Stephen W. Naeve, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including 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 each and every act and thing requisite or necessary 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
----------- ------ ------
/s/ R. Steve Letbetter Chairman, President, Chief May 31 2000
--------------------------------------------------------------- Executive Officer and
(R. Steve Letbetter) Director (Principal
Executive Officer and
Director)
/s/ Stephen W. Naeve Vice Chairman and Chief May 31 2000
--------------------------------------------------------------- Financial Officer
(Stephen W. Naeve) (Principal Financial
Officer)
/s/ Mary P. Ricciardello Senior Vice President and May 31 2000
--------------------------------------------------------------- Comptroller (Principal
(Mary P. Ricciardello) Accounting Officer)
/s/ James A. Baker, III Director May 31 2000
---------------------------------------------------------------
(James A. Baker, III)
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Signature Title Date
----------- ------ ------
/s/ Richard E. Balzhiser Director May 31 2000
---------------------------------------------------------------
(Richard E. Balzhiser)
/s/ Milton Carroll Director May 31 2000
---------------------------------------------------------------
(Milton Carroll)
/s/ John T. Cater Director May 31 2000
---------------------------------------------------------------
(John T. Cater)
/s/ O. Holcombe Crosswell Director May 31 2000
---------------------------------------------------------------
(O. Holcombe Crosswell)
/s/ Robert J. Cruikshank Director May 31 2000
---------------------------------------------------------------
(Robert J. Cruikshank)
/s/ Linnet F. Deily Director May 31 2000
---------------------------------------------------------------
(Linnet F. Deily)
/s/ Lee W. Hogan Director May 31 2000
---------------------------------------------------------------
(Lee W. Hogan)
/s/ T. Milton Honea Director May 31 2000
---------------------------------------------------------------
(T. Milton Honea)
/s/ Laree E. Perez Director May 31 2000
---------------------------------------------------------------
(Laree E. Perez)
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INDEX TO EXHIBITS
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
---------- ----------------------------------------- --------------------- --------------------- --------------------
4.1* - Restated Articles of Incorporation of Form 10-K for the 1-3187 3(a)
the Company (restated as of September year ended
1997) December 31, 1997
4.2* Amendment to the Company's Articles of Form 10-Q for the 1-3187 3(b)
Incorporation quarter ended
March 31, 1999
4.3* - Amended and Restated Bylaws of the Form 10-Q for the 1-3187 3
Company (adopted on May 3, 2000) quarter ended
March 31, 2000
4.4* - Amended and Restated Rights Agreement Registration 333-11329 4(b)(1)
dated August 6, 1997 between the Company Statement on Form S-4
and Chase Bank of Texas, National
Association, as Rights Agent, including
Form of Statement of Resolution
Establishing Series of Shares designated
Series A Preference Stock and Form of
Rights Certificate
4.5* - Amendment No. 1 to Rights Agreement, dated Form 10-Q for the 1-3187 4
as of May 8, 2000, between the Company quarter ended
and Chase Bank of Texas, National March 31, 2000
Association, as Rights Agent
5 - No opinion of counsel as to the legality
of the securities being registered is
included because the common stock (and
related preference stock purchase
rights) registered will be delivered
from the Company's treasury
23 - Consent of Deloitte & Touche LLP
24 - Powers of Attorney (included in the
signature page to this Registration
Statement)
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EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of Reliant Energy, Incorporated (the "Company") on Form S-8 of our report dated March 1, 2000, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 1999.
/s/ DELOITTE & TOUCHE LLP --------------------------- DELOITTE & TOUCHE LLP Houston, Texas May 31, 2000 |