<PAGE> 1
As filed with the Securities and Exchange Commission on November 3, 1999
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NRG ENERGY, INC.
(Exact name of registrant as specified in its charter)
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<TABLE>
<S> <C>
DELAWARE 41-1724239
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
</TABLE>
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1221 NICOLLET MALL, SUITE 700
MINNEAPOLIS, MINNESOTA 55403
(612) 373-5300
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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JAMES J. BENDER, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
NRG ENERGY, INC.
1221 NICOLLET MALL, SUITE 700
MINNEAPOLIS, MINNESOTA 55403
(612) 373-5300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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WITH COPIES TO:
-----------------------
RICHARD M. RUSSO, ESQ.
GIBSON, DUNN & CRUTCHER LLP
1801 CALIFORNIA ST., SUITE 4100
DENVER, COLORADO 80202
(303) 298-5700
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration
Statement as determined by market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.| |
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |X| 333-74519
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.| | __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.| |
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================== ================= ========================= ======================= ================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO AGGREGATE PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED BE REGISTERED UNIT(1) PRICE (1) REGISTRATION FEE
- - ----------------------------------------------- ----------------- ------------------------- ----------------------- ----------------
<S> <C> <C> <C> <C>
Debt Securities $40,000,000 100% $40,000,000 $11,120
=============================================== ================= ========================= ======================= ================
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(1) Estimated solely for the purpose of calculating the registration fee.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement is being filed with the Securities and
Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933 by
NRG Energy, Inc. This registration statement relates to the public offering of
NRG's debt securities contemplated by the Registration Statement (No. 333-74519)
on Form S-3 (the "Prior Registration Statement"). This registration statement is
being filed for the sole purpose of increasing the amount of debt securities to
be sold by $40,000,000. The contents of the Prior Registration Statement are
hereby incorporated by reference.
1
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ITEM 16. EXHIBITS
The following exhibits are filed herewith or incorporated by reference:
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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<S> <C>
5.1 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the securities registered
hereby
23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
</TABLE>
- - ----------------------
* To be filed by amendment or as an exhibit to a document to be incorporated
by reference herein in connection with the offering of the debt securities.
2
<PAGE> 4
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on this 2nd day of
November, 1999.
NRG ENERGY, INC.
By: /s/ David H. Peterson
-------------------------------------
David H. Peterson
Chairman of the Board, President and
Chief Executive Officer
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 date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ David H. Peterson
- - ---------------------------------------------------------- Chairman of the Board, November 2, 1999
David H. Peterson President and Chief
Executive Officer
(Principal Executive
Officer)
/s/ Leonard A. Bluhm
- - ---------------------------------------------------------- Executive Vice President, and November 2, 1999
Leonard A. Bluhm Chief Financial Officer
(Principal Financial
Officer)
/s/ David E. Ripka
- - ---------------------------------------------------------- Controller (Principal November 2, 1999
David E. Ripka Accounting Officer)
/s/ Gary R. Johnson
- - ---------------------------------------------------------- Director November 2, 1999
Gary R.
/s/ Cynthia L. Lesher
- - ---------------------------------------------------------- Director November 2, 1999
Cynthia L. Lesher
</TABLE>
3
<PAGE> 5
<TABLE>
<S> <C> <C>
/s/ Edward J. McIntyre
- - ---------------------------------------------------------- Director November 2, 1999
Edward J. McIntyre
/s/ John A. Noer
- - ---------------------------------------------------------- Director November 2, 1999
John A. Noer
</TABLE>
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EXHIBIT 5.1
[Letterhead of Gibson, Dunn & Crutcher LLP]
November 2, 1999
C 66241-00026
NRG Energy, Inc.
1221 Nicollet Mall, Suite 700
Minneapolis, Minnesota 55403
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to NRG Energy, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to the Registration Statement to
which this opinion is an Exhibit (the "Registration Statement"), of $40 million
of the Company's debt securities (the "Debt Securities").
We have examined the originals or certified copies of such corporate
records, certificates of officers of the Company and/or public officials and
such other documents, and have made such other factual and legal investigations,
as we have deemed relevant and necessary as the basis for the opinions set forth
below. In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
documents submitted to us as conformed or photostatic copies.
Based on the foregoing and in reliance thereon, and subject to
completion of the corporate action proposed to be taken by the Company, the
effectiveness of the Registration Statement and the due execution and delivery
of the Indenture(s) pursuant to which the Debt Securities will be issued
(together, the "Indenture") in materially the form filed as an Exhibit to the
Registration Statement, and the qualifications and limitations set forth below,
we are of the opinion that:
<PAGE> 2
NRG Energy, Inc.
November 2, 1999
Page 2
(a) the Debt Securities upon the issuance thereof and
timely payment in full therefor in the manner
described in the Registration Statement and the
Prospectus Supplement describing the terms of the
Debt Securities as issued, will be validly issued,
fully paid and nonassessable; and
(b) the Debt Securities so issued will be binding
obligations of the Company, entitled to the benefits
provided under the Indenture pursuant to which they
are issued.
Our opinions set forth above are subject to the effect of (a)
applicable bankruptcy, reorganization, insolvency, moratorium and other similar
laws and court decisions of general application (including, without limitation,
statutory or other laws regarding fraudulent or preferential transfers) relating
to, limiting or affecting the enforcement of creditors' rights generally, (b)
general principles of equity that may limit the enforceability of any of the
remedies, covenants or other provisions of the Debt Securities and the Indenture
and the availability of injunctive relief or other equitable remedies and (c)
the application of principles of equity (regardless of whether enforcement is
considered in proceedings at law or in equity) as such principles relate to,
limit or affect the enforcement of creditors' rights generally.
In addition, we express no opinion as to: (a) any provisions of the
Debt Securities or the Indenture regarding the remedies available to any person
(1) to take action that is arbitrary, unreasonable or capricious or is not taken
in good faith or in a commercially reasonable manner, whether or not such action
is permitted under the Debt Securities or the Indenture or (2) for violations or
breaches that are determined by a court to be non-material or without
substantially adverse effect upon the ability of the Company to perform its
material obligations under the Debt Securities or the Indenture; or (b) the
provisions of the Debt Securities or the Indenture that may provide for interest
on interest or penalty interest.
The Company is a Delaware corporation. We are not admitted to practice
in Delaware. However, we are generally familiar with the Delaware General
Corporation Law and have made such review thereof as we consider necessary for
the purpose of this opinion. Subject to the foregoing, this opinion is limited
to Delaware, New York and federal law.
This opinion may not be quoted in whole or in part without the prior
written consent of this Firm.
You have informed us that you intend to issue the Debt Securities from
time to time on a delayed or continuous basis, and this opinion is limited to
the laws referred to above as in effect on the date hereof. We understand that
prior to issuing any Debt Securities you will advise us in writing of the terms
thereof, will afford us an opportunity to review the operative documents
pursuant to which such Debt Securities are to be issued (including the
applicable Prospectus Supplement) and will file
<PAGE> 3
NRG Energy, Inc.
November 2, 1999
Page 3
such supplement or amendment to this opinion (if any) as we may reasonably
consider necessary or appropriate by reason of the terms of such Debt
Securities.
We hereby consent to the use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement and to
the filing of this opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
GIBSON, DUNN & CRUTCHER LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
March 19, 1999 appearing on page 23 of NRG Energy, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1998. We also consent to the reference to
us under the heading "Experts" in such Prospectus.
PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
November 2, 1999
