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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 2001
REGISTRATION NO. 333-
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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 76-0568816
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) 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 2001 OMNIBUS INCENTIVE COMPENSATION PLAN
(FULL TITLE OF THE PLAN)
BRITTON WHITE JR., 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)
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CALCULATION OF REGISTRATION FEE
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(2) PRICE(2) FEE(2)
------------------- ------------ -------------- --------- ------------
Common Stock(1) (including associated
preferred stock purchase rights) 6,000,000 shares $51.32 $307,920,000 $76,982
(1) This Registration Statement also covers such indeterminable number of
additional shares as 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, 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 registration fee
pursuant to Rule 457(h), based upon the average of the high and low prices
of a share of the Registrant's Common Stock for June 26, 2001 as reported
on the New York Stock Exchange and in The Wall Street Journal on June 26,
2001.
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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 of 1933, as
amended (the "Securities Act"). These documents and the documents incorporated
herein by reference pursuant to Item 3 of Part II of this Registration Statement
together constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act (the "Prospectus").
PART II
INFORMATION REQUIRED IN THE 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 for the year
ended December 31, 2000;
(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
Registrant's Registration Statement on Form 8-A filed with the
Commission on August 3, 1998, and a description of the Registrant's
preferred stock purchase rights associated with its Common Stock,
contained in Registrant's Registration Statement on Form 8-A/A filed
with the Commission on January 29, 1999, pursuant to Section 12 of the
Exchange Act, including any amendments or reports filed for the
purposes of updating such descriptions.
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
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Registration Statement and to be a 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),
judgements, 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, judgements, 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,
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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 maintains Directors' and Officers' liability insurance
which provides for payment on behalf of the directors and officers of all 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The information required by Item 7 is not applicable to this
Registration Statement.
ITEM 8. EXHIBITS.
Exhibit
Number Description
5.1 Opinion of Locke Liddell & Sapp LLP regarding the legality of
the securities being registered hereunder.
10.1 El Paso Corporation 2001 Omnibus Incentive Compensation Plan,
effective as of January 29, 2001.
23.1 Consent of Counsel (included in the opinion filed as Exhibit
5.1 to this Registration Statement).
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23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Huddleston & Co., Inc.
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 this 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 this
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 this 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.
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(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.
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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 29th day of
June 2001.
EL PASO CORPORATION
By: /s/ William A. Wise
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William A. Wise
Chairman of the Board, President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
H. Brent Austin and Britton White Jr., 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 of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates as indicated.
Signature Title Date
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/s/ William A. Wise Chairman of the Board, President, June 29, 2001
----------------------------------------- Chief Executive
William A. Wise Officer and Director
/s/ David A. Arledge June 29, 2001
----------------------------------------- Vice Chairman of the Board
David A. Arledge and Director
/s/ H. Brent Austin Executive Vice President June 29, 2001
----------------------------------------- and Chief Financial Officer
H. Brent Austin
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/s/ Jeffrey I. Beason Senior Vice President and June 29, 2001
----------------------------------------- Controller
Jeffrey I. Beason (Chief Accounting Officer)
/s/ Byron Allumbaugh Director June 29, 2001
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Byron Allumbaugh
/s/ John M. Bissell Director June 29, 2001
-----------------------------------------
John M. Bissell
/s/ Juan Carlos Braniff Director June 29, 2001
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Juan Carlos Braniff
/s/ James F. Gibbons Director June 29, 2001
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James F. Gibbons
/s/ Anthony W. Hall, Jr. Director June 29, 2001
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Anthony W. Hall, Jr.
/s/ Ronald L. Kuehn, Jr. Director June 29, 2001
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Ronald L. Kuehn, Jr.
/s/ J. Carleton MacNeil, Jr. Director June 29, 2001
-----------------------------------------
J. Carleton MacNeil, Jr.
/s/ Thomas R. McDade Director June 29, 2001
-----------------------------------------
Thomas R. McDade
/s/ Malcolm Wallop Director June 29, 2001
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Malcolm Wallop
/s/ Joe B. Wyatt Director June 29, 2001
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Joe B. Wyatt
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Locke Liddell & Sapp LLP regarding the
legality of the securities being registered
hereunder.
10.1 El Paso Corporation 2001 Omnibus Incentive
Compensation Plan, effective as of January 29, 2001.
23.1 Consent of Counsel (included in the opinions filed as
Exhibit 5.1 to this Registration Statement).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Huddleston & Co., Inc.
24.1 Power of Attorney (set forth on the signature page
contained in Part II of this Registration Statement).