<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 4, 2000
REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
TNPC, INC.
(Name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 4931 52-2208601
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
</TABLE>
10 GLENVILLE STREET
GREENWICH, CONNECTICUT 06831
(203) 531-0400
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
MARC E. MANLY
MANAGING DIRECTOR, LAW AND GOVERNMENT AFFAIRS
10 GLENVILLE STREET
GREENWICH, CONNECTICUT 06831
(203) 531-0400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES TO:
<TABLE>
<S> <C>
SCOTT N. WULFE G. MICHAEL O'LEARY
VINSON & ELKINS L.L.P. ANDREWS & KURTH L.L.P.
1001 FANNIN, SUITE 2300 600 TRAVIS STREET, SUITE 4200
HOUSTON, TEXAS 77002-6760 HOUSTON, TEXAS 77002
(713) 758-2222 (713) 220-4200
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this registration statement becomes effective.
------------------------
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, check the following box. / /
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/ 333-41412
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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. / /
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT (2) OFFERING PRICE (2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par value $.01
per share................... 27,600,000(1) $21 $579,600,000 $153,015(3)
</TABLE>
(1) Includes 3,600,000 shares of common stock issuable upon exercise of the
underwriters' over-allotment option.
(2) Based upon the initial public offering price.
(3) The registrant previously paid a registration fee of $127,512.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This registration statement is being filed with respect to the registration
of additional shares of the common stock, par value $.01 per share, of TNPC,
Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act
of 1933, as amended. The contents of the registration statement on Form S-1
(Registration No. 333-41412) filed by TNPC with the Securities and Exchange
Commission on July 14, 2000, as amended by Amendment No. 1 thereto filed on
August 25, 2000, Amendment No. 2 thereto filed on September 14, 2000, Amendment
No. 3 thereto filed on October 2, 2000 and Amendment No. 4 thereto filed on
October 4, 2000, which was declared effective on October 4, 2000, are
incorporated herein by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Greenwich,
State of Connecticut, on the 4th day of October, 2000.
<TABLE>
<S> <C> <C>
TNPC, INC.
By: /s/ H. EUGENE LOCKHART
-----------------------------------------
H. Eugene Lockhart
President, Chief Executive Officer and
Director
(Principal Executive Officer)
</TABLE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Chairman and Director October 4, 2000
----------------------------
Lou L. Pai
/s/ H. EUGENE LOCKHART President, Chief Executive Officer and October 4, 2000
---------------------------- Director
H. Eugene Lockhart
/s/ WILLIAM I JACOBS Managing Director, Chief Financial October 4, 2000
---------------------------- Officer and Director (Principal
William I Jacobs Financial Officer)
* Controller (Principal Accounting Officer) October 4, 2000
----------------------------
Stephen Nolan
* Director October 4, 2000
----------------------------
Kenneth L. Lay
* Director October 4, 2000
----------------------------
James V. Derrick
* Director October 4, 2000
----------------------------
Richard A. Causey
* Director October 4, 2000
----------------------------
Peter Grauer
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ MARC E. MANLY
--------------------------------------
Attorney in Fact
</TABLE>
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<C> <C> <S>
1.1* -- Form of Underwriting Agreement
3.1* -- Form of Second Amended and Restated Certificate of
Incorporation (to be effective upon consummation of this
offering)
3.2* -- Amended and Restated Bylaws
4.1* -- Form of common stock certificate
4.2* -- Form of Class A warrant
5.1 -- Opinion of Vinson & Elkins L.L.P.
10.1* -- Contribution and Subscription Agreement dated as of
December 23, 1999 by and among DLJMB Funding II, Inc., DLJ
Merchant Banking Partners II, L.P., DLJ Merchant Banking
Partners II-A, L.P., DLJ Diversified Partners, L.P., DLJ
Diversified Partners-A, L.P., DLJ Millennium Partners, L.P.,
DLJ Millennium Partners-A, L.P., DLJ First ESC L.P., DLJ
Offshore Partners II, C.V, DLJ EAB Partners, L.P., DLJ ESC
II, L.P., GE Capital Equity Investments, Inc., California
Public Employees' Retirement System, Ontario Teachers'
Pension Plan Board, Enron Energy Services, LLC, Cortez
Energy Services, LLC and EMW Energy Services Corp.
10.2* -- Business Opportunity Agreement dated as of January 6, 2000
between Enron Corp. and TNPC, Inc.
10.3* -- Noncompetition Agreement dated as of January 6, 2000 among
Enron Corp., Enron Energy Services, LLC and TNPC, Inc.
10.4* -- Master Services Agreement dated as of January 6, 2000 among
Enron Corp., Enron Energy Services, LLC and TNPC, Inc.
10.5* -- Software Agreement dated as of January 6, 2000 between Enron
Energy Services, LLC and TNPC, Inc.
10.6* -- Master Energy Purchase & Sale Agreement dated as of
January 6, 2000 between Enron Energy Services, Inc. and
TNPC, Inc.
10.7* -- Master Purchase & Sale Agreement dated as of January 6, 2000
between Enron Energy Services, Inc. and TNPC, Inc.
10.8+* -- Interactive Marketing Agreement dated as of November 24,
1999 between America Online, Inc. and TNPC, Inc.
10.9* -- Subscription Agreement dated as of January 6, 2000 among
America Online, Inc., Enron Energy Services, LLC and
TNPC, Inc.
10.10+* -- Information Technology Services Agreement dated May 12, 2000
between TNPC, Inc. and International Business Machines
Corporation
10.11* -- Subscription Agreement dated as of May 15, 2000 among
International Business Machines Corporation, TNPC, Inc. and
Enron Energy Services, LLC
10.12* -- Subscription Agreement dated as of July 10, 2000 among DLJMB
Funding II, Inc., DLJ Merchant Banking Partners II, L.P.,
DLJ Merchant Banking Partners II-A, L.P., DLJ Diversified
Partners, L.P., DLJ Diversified Partners-A, L.P., DLJ
Millennium Partners, L.P., DLJ Millennium Partners-A, L.P.,
DLJ First ESC L.P., DLJ Offshore Partners II, C.V., DLJ EAB
Partners, L.P., DLJ ESC II, L.P., GE Capital Equity
Investments, Inc., TNPC, Inc., California Public Employees'
Retirement System, Ontario Teachers' Pension Plan Board, and
LJM2-TNPC, LLC
</TABLE>
4
<PAGE>
<TABLE>
<C> <C> <S>
10.13* -- Form of Subscription Agreement between TNPC, Inc. and
certain officers of TNPC, Inc.
10.14* -- Form of employment agreement between TNPC, Inc. and certain
executive officers of TNPC, Inc.
10.15* -- TNPC, Inc. 2000 Stock Plan
10.16* -- TNPC, Inc. Deferred Compensation Plan
10.17* -- Stockholders Agreement dated as of January 6, 2000 between
DLJMB Funding II, Inc., DLJ Merchant Banking Partners II,
L.P., DLJ Merchant Banking Partners II-A, L.P., DLJ
Diversified Partners, L.P., DLJ Diversified Partners-A,
L.P., DLJ Millennium Partners, L.P., DLJ Millennium
Partners-A, L.P., DLJ First ESC L.P., DLJ Offshore Partners
II, C.V., DLJ EAB Partners, L.P., DLJ ESC II, L.P.,
TNPC, Inc., California Public Employees' Retirement System,
Ontario Teachers' Pension Plan Board, LJM2-TNPC, LLC, GE
Capital Equity Investments, Inc., Enron Energy Services, LLC
and Cortez Energy Services, LLC, as amended by Amendment
No. 1 to the Stockholders Agreement dated June 30, 2000 and
Amendment No. 2 to the Stockholders Agreement dated
July 10, 2000
10.18* -- Asset Purchase Agreement dated as of June 29, 2000 by and
among Columbia Energy Services Corporation, Columbia Energy
Retail Corporation, Columbia Energy Power Marketing
Corporation, The New Power Company and TNPC, Inc.
10.19* -- Noncompetition and License Agreement dated as of July 31,
2000 between Columbia Energy Group and The New Power Company
10.20* -- Subscription Agreement dated as of July 31, 2000 by and
among Columbia Energy Services Corporation, TNPC, Inc. and
Enron Energy Services, LLC
10.21* -- Services Agreement dated as of July 31, 2000 between The New
Power Company and Columbia Energy Services Corporation
10.22* -- Subscription Agreement dated as of July 12, 2000 between
TNPC, Inc. and Lou L. Pai
10.23* -- Stockholders Agreement entered into and effective as of
January 6, 2000 between TNPC, Inc. and Lou L. Pai
21.1* -- List of subsidiaries of the Company
23.1 -- Consent of Arthur Andersen LLP (TNPC and Columbia)
23.3 -- Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1
hereto)
23.4 -- Consent of Ray J. Groves to be named as a Director
23.5 -- Consent of Linda G. Alvarado to be named as a Director
24.1* -- Powers of Attorney for Directors
24.2* -- Power of Attorney for Richard A. Causey
</TABLE>
------------------------
* Incorporated by reference to the like numbered exhibit filed with our
registration statement on Form S-1 (Registration No. 333-41412).
+ The Securities and Exchange Commission has granted confidential treatment to
certain provisions of these exhibits. Omitted material for which
confidential treatment has been granted has been filed separately with the
Securities and Exchange Commission.
5
