As filed with the Securities and Exchange Commission on August 9, 2010
Registration No. 333-
UNITED STATES
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)
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Delaware
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76-0568816
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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El Paso Building
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77002
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1001 Louisiana Street
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(Zip Code)
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Houston, Texas
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(Address of Principal Executive Offices)
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El PASO CORPORATION
2005 OMNIBUS INCENTIVE COMPENSATION PLAN
(as amended and restated)
(Full title of the plan)
Robert W. Baker
Executive Vice President and General Counsel
El Paso Building
1001 Louisiana Street
Houston, Texas 77002
(Name and address of agent for service)
(713) 420-2600
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ Accelerated filer £ Non-accelerated filer £ Smaller reporting company £
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount to be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share (2)
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Proposed
Maximum
Aggregate
Offering
Price (2)
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Amount of Registration Fee
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Common Stock, par value $3.00 per share
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7,000,000 shares
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$12.71
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$88,970,000
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$6,343.56
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(1)
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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 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 El Paso Corporation 2005 Omnibus Incentive Compensation Plan, as amended and restated.
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(2)
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Pursuant to Rule 457(c) and 457(h)(1) under the Securities Act, the offering price is estimated solely for the purpose of calculating the registration fee and is based on the average of the high and the low prices of the Registrant’s Common Stock on August 3, 2010, as reported on the New York Stock Exchange, which was $12.71 per share.
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EXPLANATORY STATEMENT
This Registration Statement on Form S-8 registers 7,000,000 additional shares of common stock, par value $3.00 per share, of El Paso Corporation for issuance under the El Paso Corporation 2005 Omnibus Incentive Compensation Plan, as amended and restated. On July 14, 2005, 35,000,000 shares of common stock of El Paso Corporation were originally registered for issuance under the plan pursuant to Registration Statement No. 333-126599 on Form S-8. On November 9, 2009, an additional 12,500,000 shares of common stock of El Paso Corporation were registered for issuance under the plan pursuant to Registration Statement No. 333-162995 on Form S-8. The contents of such earlier Registration Statements are incorporated by reference herein.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:
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Exhibit
Number
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Description
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5.1+
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Validity Opinion of Locke Lord Bissell & Liddell LLP.
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23.1+
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Consent of Locke Lord Bissell & Liddell LLP (included in Exhibit 5.1).
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23.2+
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Consent of Ernst & Young LLP.
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23.3+
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Consent of PricewaterhouseCoopers LLP.
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23.4+
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Consent of Ryder Scott Company, L.P.
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24.1+
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Power of Attorney (set forth on the signature page contained in Part II of this Registration Statement).
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99.1
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El Paso Corporation 2005 Omnibus Incentive Compensation Plan, as amended and restated, effective as of May 19, 2010 (Exhibit 10.A to our Current Report on Form 8-K filed with the SEC on May 20, 2010).
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+ Filed herewith.
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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, State of Texas, on this 9th day of August, 2010.
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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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Chairman of the Board, President
and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes Robert W. Baker, John R. Sult and Marguerite N. Woung-Chapman, and each of them as attorneys-in-fact with full power of substitution and resubstitution, 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, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might and could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities as indicated as of August 9, 2010.
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Signature
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Title
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| /s/ Douglas L. Foshee |
Chairman of the Board, President and Chief Executive Officer
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Douglas L. Foshee
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(Principal Executive Officer)
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| /s/ John R. Sult |
Executive Vice President and Chief Financial Officer
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John R. Sult
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(Principal Financial Officer)
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| /s/ Francis C. Olmsted III |
Vice President and Controller
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Francis C. Olmsted III
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(Principal Accounting Officer)
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4
| /s/ J. Michael Talbert |
Lead Director
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J. Michael Talbert
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| /s/ Juan Carlos Braniff |
Director
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Juan Carlos Braniff
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| /s/ David W. Crane |
Director
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David W. Crane
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| /s/ Robert W. Goldman |
Director
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Robert W. Goldman
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| /s/ Anthony W. Hall, Jr. |
Director
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Anthony W. Hall, Jr.
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| /s/ Thomas R. Hix |
Director
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Thomas R. Hix
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| /s/ Ferrell P. McClean |
Director
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Ferrell P. McClean
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| /s/ Timothy J. Probert |
Director
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| Timothy J. Probert | ||
| /s/ Steven J. Shapiro |
Director
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Steven J. Shapiro
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| /s/ Robert F. Vagt |
Director
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Robert F. Vagt
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| /s/ John L. Whitmire |
Director
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John L. Whitmire
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5
Exhibit Index
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Exhibit
Number
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Description
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5.1+
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Validity Opinion of Locke Lord Bissell & Liddell LLP.
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23.1+
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Consent of Locke Lord Bissell & Liddell LLP (included in Exhibit 5.1).
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23.2+
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Consent of Ernst & Young LLP.
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23.3+
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Consent of PricewaterhouseCoopers LLP.
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23.4+
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Consent of Ryder Scott Company, L.P.
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24.1+
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Power of Attorney (set forth on the signature page contained in Part II of this Registration Statement).
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99.1
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El Paso Corporation 2005 Omnibus Incentive Compensation Plan, as amended and restated, effective as of May 19, 2010 (Exhibit 10.A to our Current Report on Form 8-K filed with the SEC on May 20, 2010).
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+ Filed herewith.
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