S-8 06-17-2005 Post-Effec Amend No. 1 - 333-52100
As filed with the Securities and Exchange Commission on June 23, 2005

Registration No. 333-52100

 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
 
FORM S-8
(POST-EFFECTIVE AMENDMENT NO. 1)

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 

EL PASO CORPORATION
(Exact name of registrant as specified in its charter)

 
Delaware
(State or other jurisdiction of
incorporation or organization)
 
76-0568816
(I.R.S. Employer
Identification No.)

 
El Paso Building
1001 Louisiana Street
Houston, Texas 77002
(713) 420-2131
(Address, including zip code, of Principal Executive Offices)

 
El PASO CORPORATION
OMNIBUS PLAN FOR MANAGEMENT EMPLOYEES
(Full title of the plan)

 
Robert W. Baker, Esq.
Executive Vice President and General Counsel
El Paso Building
1001 Louisiana Street
Houston, Texas 77002
(713) 420-2600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
 
 

 


EXPLANATORY STATEMENT
 
El Paso Corporation (the “Registrant”) is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement (the “Post-Effective Amendment”) to deregister certain securities originally registered by the Registrant pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on December 18, 2000, File No. 333-52100 (the “2000 S-8”), with respect to shares of the Registrant’s common stock, par value $3 per share (the “Common Stock”), thereby registered for offer or sale pursuant to the Registrant’s Omnibus Plan for Management Employees (the “Omnibus Plan”).  A total of 15,000,000 shares of Common Stock were registered for issuance under the 2000 S-8.
 
On May 26, 2005, the shareholders of the Registrant approved the 2005 Omnibus Incentive Compensation Plan and the 2005 Compensation Plan for Non-Employee Directors (the “2005 Plans”). No future awards will be made under the Omnibus Plan. The total number of shares of Common Stock available for grant under the Omnibus Plan that were registered pursuant to the 2000 S-8, but not actually subject to outstanding awards, as of June 23, 2005, was 3,480,582 (the “Excess Shares”). The 3,480,582 Excess Shares are hereby deregistered. The 2000 S-8 otherwise continues in effect as to the balance of the shares of Common Stock remaining available for offer or sale pursuant thereto.
 
The Registrant will file two Registration Statements on Form S-8 to register the shares of Common Stock available for offer or sale pursuant to the 2005 Plans (the “2005 S-8s”).
 
In accordance with Rule 457(p) of the Securities Act of 1933, as amended, this Post-Effective Amendment is hereby filed to carry over the registration fees paid for the 3,480,582 Excess Shares that were previously registered pursuant to the 2000 S-8.
 

 







 

 



SIGNATURES
 
Pursuant to the requirements of the Securities Act, 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 on Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 23 day of June 2005.
 
 
 
 
 
EL PASO CORPORATION
 
 
 
 
 
 
 
 
 
By:  
/s/ Douglas L. Foshee
 
Douglas L. Foshee
 
President and Chief Executive Officer
 

Pursuant to the requirements of the Securities Act, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates as indicated.  
 
Signature
Title
Date
     
 /s/ Douglas L. Foshee
 
President, Chief Executive Officer
and Director
 
June 23, 2005
Douglas L. Foshee
(Principal Executive Officer)
 
     
     
 /s/ D. Dwight Scott
Executive Vice President and
Chief Financial Officer
June 23, 2005
D. Dwight Scott
(Principal Financial Officer)
 
     
     
     
 /s/ Jeffrey I. Beason
Senior Vice President and Controller
June 23, 2005
Jeffrey I. Beason
(Principal Accounting Officer)
 
     
     
     
/s/ Ronald L. Kuehn, Jr. 
Chairman of the Board
June 23, 2005
Ronald L. Kuehn, Jr.
   
     
     
     
/s/ Juan Carlos Braniff 
Director
June 23, 2005
Juan Carlos Braniff
   
     
     
     
/s/ James L. Dunlap
Director
June 23, 2005
James L. Dunlap
   
     
     
     
/s/ Robert W. Goldman
Director
June 23, 2005
Robert W. Goldman
   
     
     
     
 /s/ Anthony W. Hall, Jr.
Director
June 23, 2005
Anthony W. Hall, Jr.
   
     
     
     
/s/ Thomas R.Hix
Director
June 23, 2005
Thomas R. Hix
   
     
     
     
/s/ William H. Joyce
Director
June 23, 2005
William H. Joyce
   
     
     
     
/s/ J. Michael Talbert
Director
June 23, 2005
J. Michael Talbert
   
     
     
     
 /s/ Robert F. Vagt
Director
June 23, 2005
Robert F. Vagt
   
     
     
     
/s/ John L. Whitmire
Director
June 23, 2005
John L. Whitmire
   
     
     
     
/s/ Joe B. Wyatt
Director
June 23, 2005
Joe B. Wyatt