As
filed
with the Securities and Exchange Commission on July 14,
2005
Registration
No. 333-
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________________
FORM
S-8
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
2005
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)
_________________
CALCULATION
OF REGISTRATION FEE
|
Title
of Securities
to
be
Registered
|
Amount
to be
Registered
|
Proposed
Maximum
Offering
Price
Per
Share (2)
|
Proposed
Maximum
Aggregate
Offering
Price
(2)
|
Amount
of Registration Fee (2)(3)
|
|
Common
Stock
(1), par
value
$3.00 per share
|
35,000,000
shares
|
$11.95
|
$418,250,000
|
$49,229
|
|
(1)
|
This
Registration Statement also covers an indeterminate number of
additional
shares which may become issuable to prevent dilution in the event
of stock
splits, stock dividends or similar transactions pursuant to the
terms of
the Plan. In addition, pursuant to Rule 416(c) under the Securities
Act of
1933, as amended (the “Securities Act”), this Registration Statement
also covers an indeterminate amount of interests to be offered
or sold
pursuant to the employee benefit plan described herein.
|
|
(2)
|
Estimated
solely for the purpose of calculating the amount of the registration
fee
pursuant to Rule 457(h) under the Securities Act, based
on the
average of the high and low trading prices of a share of the
Registrant’s
Common Stock as reported on the New York Stock Exchange and in
The Wall
Street Journal on July 11, 2005.
|
|
(3)
|
The
Registrant previously filed Registration Statements on Forms
S-8 on
December 18, 2000 (Registration No. 333-52100) to register 15,000,000
shares and February 11, 2002 (Registration No. 333-82506)
to register
21,000,000 shares of the Registrant’s Common Stock for issuance in awards
pursuant to the Registrant’s Omnibus Plan for Management Employees
(“Omnibus Plan”). The Registrant filed a Registration Statement on
Form S-8 on June 29, 2001 (Registration No. 333-64236)
to register
6,000,000 shares of the Registrant’s Common Stock for issuance in awards
pursuant to the Registrant’s 2001 Omnibus Incentive Compensation Plan
(“2001 Omnibus Plan”). The Omnibus Plan and 2001 Omnibus Plan have
been terminated as to the future issuance of awards.
There were
24,480,582 and 815,801 shares registered for issuance as awards to
the Omnibus Plan and 2001 Omnibus Plan, respectively,
which had not
been so awarded. The Registrant paid fees totaling $136,466
to
register such shares that had not been so awarded.
On June 23,
2005, the Registrant filed a Post-Effective Amendment No. 1 to
the above
Registration Statements on Forms S-8, Registration Nos. 333-52100
and
333-82506, to deregister the 24,480,582 shares of the Registrant's
Common
Stock that were not subject to outstanding awards under the Omnibus
Plan. On June 23, 2005, the Registrant also filed a Post-Effective
Amendment No. 1 to the above Registration Statement on Form S-8,
Registration No. 333-64236, to deregister the 815,801 shares
of the
Registrant's Common Stock that were not subject to outstanding
awards
under the 2001 Omnibus Plan.
In
accordance
with Rule 457(p) of the Securities Act, the aggregate
total dollar
amount of the registration fees for this Registration
Statement is
being offset by the $136,466 in registration fees previously
paid in
respect to the shares previously registered by the Registrant.
In
addition, the Registrant is filing a Registration Statement on
Form
S-8 to register 2,500,000 shares of the Registrant’s Common Stock for
issuance in awards pursuant to the Registrant’s 2005 Compensation Plan for
Non-Employee Directors (“Directors Plan”). In accordance with
Rule 457(p) of the Securities Act, the aggregate total
dollar amount
of registration fees for the Registration Statement for
the Directors
Plan is also being offset by the $136,466 in registration fees
previously
paid in respect to the shares previously registered by the
Registrant.
|
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents
containing the information specified in Part I of the General Instructions
to
the Registration Statement on Form S-8 will be sent or given to employees
of the
Registrant selected to participate in the Plan as required by Rule 428(b)(1)
promulgated under the Securities Act. These documents and the documents
incorporated herein by reference pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets
the
requirements of Section 10(a) of the Securities Act (the
“Prospectus”).
PART
II
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The
following
documents filed with the Securities and Exchange Commission (the “Commission”)
by El Paso Corporation (the “Registrant”) pursuant to the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) are hereby
incorporated by reference in this Registration Statement:
| (a) |
The
Registrant’s Annual Report on Form 10-K (and amendments thereto) for the
year ended December 31, 2004.
|
| (b) |
All
other
reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the
Exchange Act, since the end of the fiscal year covered by the
Annual
Report referred to in (a) above; and
|
| (c) |
The
description of the Registrant’s common stock, par value $3.00 per share
(the “Common Stock”), contained in the Amendment No. 1 to the
Registrant’s Registration Statement on Form 8-A filed with the Commission
on August 26, 2003.
|
All
documents filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date of this Registration Statement and prior to
the
filing of a post-effective amendment which indicates that all securities
offered
hereby have been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing such documents.
Any
statement contained herein or in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of the Registration Statement and the Prospectus 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 such statement so modified or superseded shall not
be
deemed, except as so modified or superseded, to constitute a part of the
Registration Statement or Prospectus.
Item 4.
Description of Securities.
The
information
required by Item 4 is not applicable to this Registration
Statement.
Item 5.
Interests of Named Experts and Counsel.
The
information
required by Item 5 is not applicable to this Registration Statement.
Item 6.
Indemnification of Directors and Officers.
Section
145 of the
General Corporation Law of the State of Delaware provides that a corporation
may
indemnify directors and officers as well as other employees and individuals
against expenses (including attorneys’ fees), judgments, fines and amounts paid
in settlement in connection with specified actions, suits or proceedings
if they
acted in good faith and in a manner they reasonably believed to be in or
not
opposed to the best interests of the corporation, and, with respect to
any
criminal action or proceeding, had no reasonable cause to believe their
conduct
was unlawful. Similar indemnity is authorized for such persons against
expenses
(including attorneys’ fees) actually and reasonably incurred in connection with
the defense or settlement of any such threatened, pending or completed
action or
suit if such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and provided
further that (unless a court of competent jurisdiction otherwise provides)
such
person shall not have been adjudged liable to the corporation. The statute
provides that it is not exclusive of other indemnification that may be
granted
by a corporation’s by-laws, disinterested director vote, stockholder vote,
agreement or otherwise.
Article
X of the
By-laws of the Registrant requires indemnification to the full extent permitted
under Delaware law as from time to time in effect. Subject to any restrictions
imposed by Delaware law, the By-laws provide an unconditional right to
indemnification for all expense, liability and loss (including attorneys’ fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) actually and reasonably incurred or suffered by any person
in
connection with any actual or threatened proceeding (including, to the
extent
permitted by law, any derivative action) by reason of the fact that such
person
is or was serving at the request of the Registrant as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or
other enterprise, including an employee benefit plan. The By-laws also
provide
that the Registrant may, by action of its Board of Directors, provide
indemnification to its agents with the same scope and effect as the foregoing
indemnification of directors and officers.
Section
102(b)(7)
of the General Corporation Law of the State of Delaware permits a corporation
to
provide in its certificate of incorporation that a director of the corporation
shall not be personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability for (i) any breach of the director’s duty of loyalty to the
corporation or its stockholders, (ii) acts or omissions not in good faith
or
which involve intentional misconduct or a knowing violation of law,
(iii) payment of unlawful dividends or unlawful stock purchases
or
redemptions, or (iv) any transaction from which the director derived an
improper
personal benefit.
Article
10 of the
Registrant’s Restated Certificate of Incorporation, as amended, provides that to
the full extent that the General Corporation Law of the State of Delaware,
as it
now exists or may hereafter be amended, permits the limitation or elimination
of
the liability of directors, a director of the Registrant shall not be liable
to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director. Any amendment to or repeal of such Article 10 shall
not
adversely affect any right or protection of a director of the Registrant
for or
with respect to any acts or omissions of such director occurring prior
to such
amendment or repeal.
The Registrant
has
entered into indemnification agreements with each of its directors and
certain
officers. These agreements reiterate the rights to indemnification that
are
provided under the Registrant’s By-laws, clarify procedures related to those
rights, and provide that such rights are also available to fiduciaries
under
certain of the Registrant’s employee benefit plans. As is the case under the
Registrant's By-laws, the agreements provide for indemnification to the
full
extent permitted by Delaware law, including the right to be paid the
reasonable
expenses (including attorneys’ fees) incurred in defending a proceeding related
to service as a director, officer or fiduciary in advance of that proceedings
final disposition. The Registrant may maintain insurance, enter into
contracts,
create a trust fund or use other means available to provide for indemnity
payments and advances. In the event of a change in control of the Registrant
(as
defined in the indemnification agreements), the Registrant is obligated
to pay
the costs of independent legal counsel who will provide advice concerning
the
rights of each director and officer to indemnity payments and
advances.
The Registrant
maintains directors' and officers' liability insurance which provides
for
payment, on behalf of the directors and officers of the Registrant
and its
subsidiaries, of certain losses of such persons (other than matters
uninsurable
under the law) arising from claims, including claims arising under
the
Securities Act, for acts or omissions by such persons while acting
as directors
or officers of the Registrant and/or its subsidiaries, as the case
may
be.
Item 7.
Exemption from Registration Claimed.
The
information
required by Item 7 is not applicable to this Registration Statement.
Item
8.
Exhibits.
Exhibit
Description
|
5.1
|
|
Opinion
of
Locke Liddell & Sapp L.L.P. regarding the legality of the securities
being registered hereunder.
|
|
10.1
|
|
El
Paso
Corporation 2005 Omnibus Incentive Compensation Plan, effective
as of May
26, 2005.
|
|
23.1
|
|
Consent
of
Counsel (included in the Opinion filed as Exhibit 5.1 to this
Registration
Statement).
|
|
23.2
|
|
Consent
of
PricewaterhouseCoopers L.L.P., Houston, Texas.
|
|
23.3
|
Consent
of
PricewaterhouseCoopers L.L.P., Detroit, Michigan.
|
|
|
23.4
|
|
Consent
of
Ryder Scott Company, L.P.
|
|
24.1
|
|
Power
of
Attorney (set forth on the signature page contained in Part
II of this
Registration Statement).
|
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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs
is
contained in periodic reports filed with or furnished to the Commission
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 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 foregoing provisions, 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.
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 14 day of July 2005.
| EL PASO CORPORATION | ||
| |
|
|
| By: |
/s/
Douglas L.
Foshee
|
|
|
Douglas
L.
Foshee
|
||
|
President
and Chief Executive Officer
|
||
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes D. Dwight Scott and Robert W. Baker, and each of them, as attorneys-in-fact with full power of substitution, to execute in the name and on behalf of such person, individually and in each capacity stated below, and to file, any and all amendments to this Registration Statement, including any and all post-effective amendments.
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
|
July
14,
2005
|
|
Douglas
L.
Foshee
|
(Principal
Executive Officer)
|
|
|
/s/
D.
Dwight Scott
|
Executive
Vice President and
Chief
Financial Officer
|
July
14,
2005
|
|
D.
Dwight
Scott
|
(Principal
Financial Officer)
|
|
|
/s/
Jeffrey I. Beason
|
Senior
Vice
President and Controller
|
July
14,
2005
|
|
Jeffrey
I.
Beason
|
(Principal
Accounting Officer)
|
|
|
/s/ Ronald
L. Kuehn, Jr.
|
Chairman
of
the Board
|
July
14,
2005
|
|
Ronald
L.
Kuehn, Jr.
|
||
|
/s/
Juan Carlos Braniff
|
Director
|
July
14,
2005
|
|
Juan
Carlos
Braniff
|
||
|
/s/
James
L. Dunlap
|
Director
|
July
14,
2005
|
|
James
L.
Dunlap
|
||
|
/s/
Robert W. Goldman
|
Director
|
July
14,
2005
|
|
Robert
W.
Goldman
|
||
|
/s/
Anthony W. Hall, Jr.
|
Director
|
July
14,
2005
|
|
Anthony
W.
Hall, Jr.
|
||
|
/s/
Thomas R. Hix
|
Director
|
July
14,
2005
|
|
Thomas
R.
Hix
|
||
|
/s/
WIlliam H. Joyce
|
Director
|
July
14,
2005
|
|
William
H.
Joyce
|
||
|
/s/
J.
Michael Talbert
|
Director
|
July
14,
2005
|
|
J.
Michael
Talbert
|
||
|
/s/
Robert F.
Vagt
|
Director
|
July
14,
2005
|
|
Robert
F.
Vagt
|
||
|
/s/
John
L. Whitmire
|
Director
|
July
14,
2005
|
|
John
L.
Whitmire
|
||
|
/s/
Joe B. Wyatt
|
Director
|
July
14,
2005
|
|
Joe
B.
Wyatt
|
||
EXHIBIT INDEX
|
Exhibit
Number
|
Description
|
|
|
5.1
|
Opinion
of
Locke Liddell & Sapp L.L.P. regarding the legality of the securities
being registered hereunder.
|
|
|
10.1
|
El
Paso
Corporation 2005 Omnibus Incentive Compensation Plan, effective
as of May
26, 2005.
|
|
|
23.1
|
Consent
of
Counsel (included in the Opinion filed as Exhibit 5.1 to this
Registration
Statement).
|
|
|
23.2
|
Consent
of
PricewaterhouseCoopers L.L.P., Houston, Texas.
|
|
|
23.3
|
Consent
of
PricewaterhouseCoopers L.L.P., Detroit, Michigan.
|
|
|
23.4
|
Consent
of
Ryder Scott Company, L.P.
|
|
|
24.1
|
Power
of
Attorney (set forth on the signature page contained in Part
II of this
Registration Statement).
|