As filed with the Securities and Exchange Commission on August 16, 2002
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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RELIANT RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 76-0655566
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
1111 LOUISIANA
HOUSTON, TEXAS 77002
(Address of principal executive (Zip Code)
offices)
RELIANT RESOURCES, INC.
TRANSITION STOCK PLAN
(Full title of the plan)
Hugh Rice Kelly
Senior Vice President, General Counsel and Corporate Secretary
1111 Louisiana
Houston, Texas 77002
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (713) 207-3000
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CALCULATION OF REGISTRATION FEE
=====================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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Common Stock, $.001 par value per share 9,100,000 shares $ 3.85 $ 35,035,000 $ 3,223.22
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Preferred Stock Purchase Rights(2) 9,100,000 rights (3) (3) (3)
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) based upon the average of the high and low
prices of the Common Stock of Reliant Resources, Inc. as reported on The
New York Stock Exchange Composite Tape on August 15, 2002.
(2) Each share of Common Stock to be registered includes one associated
Preferred Stock Purchase Right.
(3) No separate consideration is payable for the Preferred Stock Purchase
Rights. Therefore, the registration fee for such securities is included in
the registration fee for the Common Stock.
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INTRODUCTORY STATEMENT
Reliant Resources, Inc. (the "Registrant" or the "Company") is
filing this Registration Statement on Form S-8 relating to its common stock, par
value $.001 per share, and associated rights to purchase its Series A preferred
stock, par value $.001 per share (such common stock and associated rights are
collectively referred to in this Registration Statement as the "Common Stock"),
issuable pursuant to the terms of the Reliant Resources, Inc. Transition Stock
Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the plan information required
by Item 1 of Form S-8 and the statement of availability of registrant
information and any other information required by Item 2 of Form S-8 will be
sent or given to participants as specified by Rule 428 under the Securities Act
of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. The Registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
Registrant shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by the
Company (File No. 1-16455) pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or as otherwise indicated, are hereby incorporated
in this Registration Statement by reference:
(1) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2001, as amended by
the Company's Annual Report on Form 10-K/A (Amendment
No. 1) for the fiscal year ended December 31, 2001,
as filed with the Commission on July 5, 2002;
(2) the Company's Amended Current Report on Form 8-K/A
dated September 26, 2001, as filed with the
Commission on March 28, 2002;
(3) the Company's Current Report on Form 8-K dated
December 18, 2001, as filed with the Commission on
January 11, 2002;
(4) Item 5 of the Company's Current Report on Form 8-K
dated February 5, 2002, as filed with the Commission
on February 5, 2002;
(5) the Company's Current Report on Form 8-K dated
February 19, 2002, as filed with the Commission on
March 6, 2002;
(6) the Company's Amended Current Report on Form 8-K/A
dated February 19, 2002, as filed with the Commission
on April 9, 2002;
(7) the Company's Current Report on Form 8-K dated
February 19, 2002, as filed with the Commission on
April 22, 2002;
(8) the Company's Amended Current Report on Form 8-K/A
dated February 19, 2002, as filed with the Commission
on August 2, 2002;
(9) Item 5 of the Company's Current Report on Form 8-K
dated March 15, 2002, as filed with the Commission on
March 15, 2002;
(10) the Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2002;
(11) the Company's Current Report on Form 8-K dated April
5, 2002, as filed with the Commission on April 8,
2002;
(12) Item 5 of the Company's Current Report on Form 8-K
dated April 29, 2002, as filed with the Commission on
April 29, 2002;
(13) the Company's Current Report on Form 8-K dated May
23, 2002, as filed with the Commission on June 11,
2002;
(14) the Company's Current Report on Form 8-K dated May
31, 2002, as filed with the Commission on May 31,
2002;
(15) the Company's Current Report on Form 8-K dated June
6, 2002, as filed with the Commission on June 10,
2002;
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(16) the Company's Current Report on Form 8-K dated July
5, 2002, as filed with the Commission on July 5,
2002;
(17) Item 5 of the Company's Current Report on Form 8-K
dated July 25, 2002, as filed with the Commission on
July 25, 2002;
(18) Item 5 of the Company's Current Report on Form 8-K
dated July 31, 2002, as filed with the Commission
on August 1, 2002;
(19) the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2002; and
(20) the description of the Common Stock contained in the
Company's Registration Statement on Form 8-A, as
filed with the Commission on April 27, 2001 pursuant
to the Exchange Act, as amended by Amendment No. 1
thereto on Form 8-A/A, as filed with the Commission
on May 1, 2001.
All documents filed with the Commission by the Company
pursuant to sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold, or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Any statement contained herein or incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement 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 statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is incorporated under the laws of the State of
Delaware. Section 145 ("Section 145") of Title 8 of the Delaware Code gives a
Delaware corporation power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person 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 the
person's conduct was unlawful.
Section 145 also gives a corporation power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was
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brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Delaware
Court of Chancery or such other court shall deem proper. Section 145 further
provides that, to the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
such action, suit or proceeding, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection therewith.
Section 145 also authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, arising out of
his status as such, whether or not the corporation would otherwise have the
power to indemnify him under Section 145.
The Company's Restated Certificate of Incorporation and
Amended and Restated Bylaws provide for the indemnification of directors and
officers to the fullest extent permitted by the General Corporation Law.
All of the Company's directors and officers are covered by
insurance policies maintained by the Company against certain liabilities for
actions taken in their capacities as such, including liabilities under the
Securities Act.
See "Item 9. Undertakings" for a description of the
Commission's position regarding such indemnification provisions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are filed as a part of this
Registration Statement or incorporated by reference herein:
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
------ -------------------- ------------ ------------ ---------
4.1* - Restated Certificate of Incorporation Registration 333-48038 3.1
Statement on Form
S-1
4.2* - Amended and Restated Bylaws Quarterly Report on 1-16455 3
Form 10-Q for the
Quarterly Period
Ended March 31, 2001
4.3* - Specimen Stock Certificate Registration 333-48038 4.1
Statement on Form
S-1
4
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
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4.4* - Form of Rights Agreement effective as of Reliant Energy, 1-3187 4.2
January 15, 2001 between the Company and Incorporated's
The Chase Manhattan Bank, as Rights Quarterly Report on
Agent, including a Form of Rights Form 10-Q for the
Certificate Quarterly Period
Ended March 31, 2001
4.5*- Reliant Resources, Inc. Transition Stock Annual Report on 1-16455 10.37
Plan Form 10-K for the
year ended December
31, 2001
5.1 - Opinion of Baker Botts L.L.P.
23.1 - Consent of Deloitte & Touche LLP
23.2 - Consent of Baker Botts L.L.P. (included
in Exhibit 5.1)
24.1 - Power of Attorney (included on the
signature page to this Registration
Statement)
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* Incorporated herein by reference as indicated.
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 the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement.
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(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 Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 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 provisions described under Item 6
above, 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, the State of Texas, on August 14, 2002.
RELIANT RESOURCES, INC.
(Registrant)
By: /s/ R. Steve Letbetter
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R. Steve Letbetter,
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints R. Steve Letbetter, Stephen W.
Naeve, Mark M. Jacobs and Hugh Rice Kelly, and each of them severally, his or
her true and lawful attorney or attorneys-in-fact and agents, with full power to
act with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, in any and all
capacities, any or all amendments (including pre-effective and post-effective
amendments) to this Registration Statement and any registration statement for
the same offering filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents and each of them full power and
authority, to do and perform in the name and on behalf of the undersigned, in
any and all capacities, each and every act and thing necessary or desirable to
be done in and about the premises, to all intents and purposes and as fully as
they might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ R. Steve Letbetter Chairman, Chief Executive August 14, 2002
-------------------------------------------------------- Officer and Director
(R. Steve Letbetter) (Principal Executive Officer
and Director)
/s/ Mark M. Jacobs Executive Vice President August 14, 2002
-------------------------------------------------------- and Chief Financial Officer
(Mark M. Jacobs) (Principal Financial Officer)
/s/ Mary P. Ricciardello Senior Vice President and August 14, 2002
-------------------------------------------------------- Chief Accounting Officer
(Mary P. Ricciardello) (Principal Accounting Officer)
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Signature Title Date
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/s/ Milton Carroll Director August 14, 2002
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(Milton Carroll)
Director August 14, 2002
/s/ John T. Cater
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(John T. Cater)
Director August 14, 2002
/s/ Robert J. Cruikshank
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(Robert J. Cruikshank)
Director August 14, 2002
/s/ Laree E. Perez
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(Laree E. Perez)
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INDEX TO EXHIBITS
REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NUMBER DOCUMENT DESCRIPTION STATEMENT NUMBER REFERENCE
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4.1* - Restated Certificate of Incorporation Registration 333-48038 3.1
Statement on Form
S-1
4.2* - Amended and Restated Bylaws Quarterly Report on 1-16455 3
Form 10-Q for the
Quarterly Period
Ended March 31, 2001
4.3* - Specimen Stock Certificate Registration 333-48038 4.1
Statement on Form
S-1
4.4* - Form of Rights Agreement effective as of Reliant Energy, 1-3187 4.2
January 15, 2001 between the Company and Incorporated's
The Chase Manhattan Bank, as Rights Quarterly Report on
Agent, including a Form of Rights Form 10-Q for the
Certificate Quarterly Period
Ended March 31, 2001
4.5*- Reliant Resources, Inc. Transition Stock Annual Report on 1-16455 10.37
Plan Form 10-K for the
year ended December
31, 2001
5.1 - Opinion of Baker Botts L.L.P.
23.1 - Consent of Deloitte & Touche LLP
23.2 - Consent of Baker Botts L.L.P. (included
in Exhibit 5.1)
24.1 - Power of Attorney (included on the
signature page to this Registration
Statement)
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* Incorporated herein by reference as indicated.
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