As filed with the Securities and Exchange Commission on October 18, 2000.
Registration Statement No. 333-89685
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
Post-Effective Amendment No. 1
to
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CP&L Energy, Inc.
(Exact name of Registrant as specified in its Charter)
411 Fayetteville Street
Raleigh, North Carolina 27601-1748
(919) 546-6111
(Address of principal executive office, including zip code)
North Carolina 56-2155481
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
CP&L Energy, Inc.
Management Deferred Compensation Plan
(Full title of the Plan)
----------------------
WILLIAM CAVANAUGH III
Chairman, President and Chief Executive Officer
ROBERT B. MCGEHEE, Esq.
Executive Vice President and General Counsel
CP&L Energy, Inc.
411 Fayetteville Street
Raleigh, North Carolina 27601-1748
(919) 546-6111
(Name, address, including zip code, and telephone number including area code, of
agent for service)
Copy to:
TIMOTHY S. GOETTEL, Esq.
Hunton & Williams
421 Fayetteville Street Mall
Raleigh, North Carolina 27601
(919) 899-3094
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<PAGE>
ADOPTION OF PREDECESSOR ISSUER'S REGISTRATION STATEMENT
This post-effective amendment is being filed pursuant to Rule 414 under
the Securities Act of 1933, as amended (the "Securities Act"), to reflect the
creation by Carolina Power & Light Company, a North Carolina corporation
("Carolina Power & Light"), of a new holding company above Carolina Power &
Light. The creation of the new holding company was effected through an Agreement
and Plan of Share Exchange (the "Plan of Exchange") between Carolina Power &
Light and CP&L Energy, Inc. (formerly CP&L Holdings, Inc.), a North Carolina
corporation ("CP&L Energy"), then a wholly owned subsidiary of Carolina Power &
Light. The Plan of Exchange provided for, among other things, a statutory share
exchange pursuant to which all shares of common stock of Carolina Power & Light
would be exchanged for shares of common stock of CP&L Energy (the "Share
Exchange"). The shareholders of Carolina Power & Light approved the Share
Exchange on October 20, 1999.
As a result of the Share Exchange, which became effective on June 19,
2000, Carolina Power & Light became a direct wholly owned subsidiary of CP&L
Energy. Each share of common stock of Carolina Power & Light was exchanged for
one share of common stock of CP&L Energy.
In accordance with Rule 414 under the Securities Act, CP&L Energy, as
the successor issuer to Carolina Power & Light, hereby expressly adopts this
Registration Statement No. 333-89685 on Form S-8 as its own for all purposes of
the Securities Act and the Securities Exchange Act of 1934, as amended.
The Carolina Power & Light Management Deferred Compensation Plan (the
"Plan") to which this registration statement relates shall be known as the CP&L
Energy, Inc. Management Deferred Compensation Plan. The Plan continues to cover,
among others, employees of CP&L Energy and its subsidiaries. However, shares of
stock issued in accordance with the Plan shall be shares of CP&L Energy rather
than shares of stock of Carolina Power & Light.
The applicable registration fees were paid at the time of the original
filing of this registration statement.
<PAGE>
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, as amended,
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
post-effective amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Raleigh,
State of North Carolina on the 18th day of October, 2000.
CP&L ENERGY, INC.
/s/ William Cavanaugh III
-------------------------------------
William Cavanaugh III, Chairman,
President and Chief Executive Officer
POWERS OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints William Cavanaugh III, Robert B. McGehee, and
Timothy S. Goettel, and each of them (with full power to act alone) as true and
lawful attorneys-in-fact, and stead, in any and all capacities, to sign any
amendments (including post-effective 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, hereby
ratifying and conforming all that said attorney-in-fact, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to
the requirements of the Securities Act of 1933, as amended, this amendment to
the Registration Statement has been signed by the following persons in the
capacities indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William Cavanaugh III President and Chief Executive October 18, 2000
----------------------------- Officer and Chairman of the
William Cavanaugh III Board
/s/ Peter M. Scott Executive Vice President and October 18, 2000
----------------------------- Chief Financial Officer
Peter M. Scott (and principal accounting officer)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Edwin B. Borden Director October 18, 2000
----------------------------
Edwin B. Borden
/s/ David L. Burner Director October 18, 2000
----------------------------
David L. Burner
/s/ Charles W. Coker Director October 18, 2000
----------------------------
Charles W. Coker
/s/ Richard L. Daugherty Director October 18, 2000
----------------------------
Richard L. Daugherty
/s/ Estell C. Lee Director October 18, 2000
----------------------------
Estell C. Lee
/s/ William O. McCoy Director October 18, 2000
----------------------------
William O. McCoy
/s/ E. Marie McKee Director October 18, 2000
----------------------------
E. Marie McKee
/s/ John H. Mullin, III Director October 18, 2000
----------------------------
John H. Mullin, III
/s/ J. Tylee Wilson Director October 18, 2000
----------------------------
J. Tylee Wilson
</TABLE>
<PAGE>
The Plan
Pursuant to the requirements of the Securities Act, the Plan has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Raleigh, State of North
Carolina, on October 18, 2000.
CP&L ENERGY, INC.
MANAGEMENT DEFERRED COMPENSATION PLAN
By: /s/ Robert D. Stock
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Robert D. Stock on behalf of the CP&L Energy, Inc.
Management Deferred Compensation Plan
Administrative Committee
