As
filed
with the Securities and Exchange Commission on June 23,
2005
Registration
No. 333-82506
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
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 February 11, 2002, File No. 333-82506 (the “2002 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 21,000,000 shares of Common Stock were registered for issuance under the
2002
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 2002 S-8, but not actually subject to
outstanding awards, as of June 23, 2005, was 21,000,000 (the “Excess Shares”).
The 21,000,000 Excess Shares are hereby deregistered. The 2002 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
21,000,000 Excess Shares that were previously registered pursuant
to the 2002 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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