As
filed
with the Securities and Exchange Commission on June 23,
2005
Registration
No. 333-64236
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)
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Delaware
(State
or other jurisdiction of
incorporation
or organization)
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76-0568816
(I.R.S.
Employer
Identification
No.)
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El
Paso
Building
1001
Louisiana Street
Houston,
Texas 77002
(713)
420-2131
(Address,
including zip code, of Principal Executive Offices)
El
PASO
CORPORATION
2001
OMNIBUS INCENTIVE COMPENSATION PLAN
(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 June 29, 2001, File No. 333-64236 (the “2001 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 2001 Omnibus Incentive Compensation Plan (the “2001 Omnibus Plan”).
A total of 6,000,000 shares of Common Stock were registered for issuance under
the 2001 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 2001 Omnibus Plan. The
total number of shares of Common Stock available for grant under the 2001
Omnibus Plan, but not actually subject to outstanding awards, as of June 23,
2005, was 815,801 (the “Excess Shares”). The 815,801 Excess Shares are hereby
deregistered. The 2001 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
815,801 Excess Shares that were previously registered pursuant to the
2001 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.
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EL
PASO CORPORATION
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By:
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/s/
Douglas L. Foshee
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Douglas
L.
Foshee
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President
and Chief Executive Officer
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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.
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Signature
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Title
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Date
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/s/
Douglas L. Foshee
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President,
Chief Executive Officer
and
Director
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June
23,
2005
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Douglas
L.
Foshee
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(Principal
Executive Officer)
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/s/
D. Dwight Scott
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Executive
Vice President and
Chief
Financial Officer
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June
23,
2005
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D.
Dwight
Scott
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(Principal
Financial Officer)
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/s/
Jeffrey I. Beason
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Senior
Vice
President and Controller
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June
23,
2005
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Jeffrey
I.
Beason
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(Principal
Accounting Officer)
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/s/
Ronald L. Kuehn, Jr.
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Chairman
of
the Board
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June
23,
2005
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Ronald
L.
Kuehn, Jr.
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/s/
Juan Carlos Braniff
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Director
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June
23,
2005
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Juan
Carlos
Braniff
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/s/
James L. Dunlap
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Director
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June
23,
2005
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James
L.
Dunlap
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/s/
Robert W. Goldman
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Director
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June
23,
2005
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Robert
W.
Goldman
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/s/
Anthony W. Hall, Jr.
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Director
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June
23,
2005
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Anthony
W.
Hall, Jr.
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/s/
Thomas R. Hix
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Director
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June
23,
2005
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Thomas
R.
Hix
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/s/
William H. Joyce
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Director
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June
23,
2005
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William
H.
Joyce
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/s/
J. Michael Talbert
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Director
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June
23,
2005
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J.
Michael
Talbert
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/s/
Robert F. Vagt
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Director
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June
23,
2005
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Robert
F.
Vagt
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/s/
John L. Whitmire
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Director
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June
23,
2005
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John
L.
Whitmire
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/s/
Joe
B. Wyatt
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Director
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June
23,
2005
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Joe
B.
Wyatt
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