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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ORION POWER HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 4911 52-2087649
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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7 EAST REDWOOD STREET
10TH FLOOR
BALTIMORE, MARYLAND 21202
(410) 230-3500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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W. THADDEUS MILLER
EXECUTIVE VICE PRESIDENT AND CHIEF LEGAL OFFICER
ORION POWER HOLDINGS, INC.
7 EAST REDWOOD STREET
10TH FLOOR
BALTIMORE, MARYLAND 21202
(410) 230-2500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
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MARTIN H. NEIDELL, ESQ. KIRK A. DAVENPORT, ESQ.
STROOCK & STROOCK & LAVAN LLP LATHAM & WATKINS
180 MAIDEN LANE 885 THIRD AVENUE
NEW YORK, NEW YORK 10038 NEW YORK, NEW YORK 10022
(212) 806-5400 (212) 906-1200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /X/ 333-44118
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, check
the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE AGGREGATE OFFERING AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE PRICE REGISTRATION FEE(1)
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Common Stock, $.01 par value... 2,875,000 shares $20.00 $ 57,500,000 $ 15,180
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(1) The Company previously registered an aggregate of $575,000,000 worth of
Common Stock on a Registration Statement on Form S-1 (File No. 333-44118),
for which a filing fee of $151,800 was previously paid upon the filing of
such Registration Statement. The Registrant has instructed a bank to
transmit by wire transfer the filing fee to the Securities and Exchange
Commission, the Registrant will not revoke such instruction and will
confirm the receipt of such instructions by the bank during regular
business hours on the following business day, and it has sufficient funds
in such account to cover the amount of 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,
as amended. This Registration Statement relates to the public offering of
Common Stock of the Registrant contemplated by the Registration Statement on
Form S-1, File No. 333-44118 (the "Prior Registration Statement"), and is being
filed for the sole purpose of registering additional securities of the same
class as were included in the Prior Registration Statement.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-44118 are incorporated by reference into, and shall be deemed
part of, this registration statement, except for the following, which are filed
herewith.
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EXHIBIT
NUMBER DESCRIPTION
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1.1* Form of Underwriting Agreement
5.1 Opinion of Stroock & Stroock & Lavan LLP
23.1 Consent of Stroock & Stroock & Lavan LLP (included in
Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1* Power of Attorney
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(b) Financial Statement Schedules
Not applicable.
______________________
* Incorporated by reference from Registration Statement on Form S-1
(No. 333-44118) of the Registrant as declared effective by the Securities
and Exchange Commission on November 13, 2000.
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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 Baltimore,
State of Maryland, on November 13, 2000.
ORION POWER HOLDINGS, INC.
By: /s/ Jack A. Fusco
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Jack A. Fusco
President and Chief Executive Officer
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 indicated below and as of the dates indicated.
Signature Title Date
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/s/ Jack A. Fusco Chief Executive Officer, President November 13, 2000
-------------------- and Director (Principal Executive
Jack A. Fusco Officer)
/s/ Scott B. Helm Executive Vice President and Chief November 13, 2000
-------------------- Financial Officer (Principal
Scott B. Helm Financial and Accounting Officer)
/s/ * Chairman of the Board of Directors
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Frederic V. Salerno
/s/ * Director
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Edward A. Crooke
/s/ *
-------------------- Director
Richard A. Friedman
/s/ *
-------------------- Director
Tsutomu Kajita
/s/ *
-------------------- Director
Douglas F. Londal
/s/ *
-------------------- Director
Terence M. O'Toole
*By: /s/ W. Thaddeus Miller(1)
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W. Thaddeus Miller
As Attorney-In-Fact
Date: November 13, 2000
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(1) The Power of Attorney granted by each officer and director was filed as an
exhibit to the Registration Statement on Form S-1 (333-44118) of the
Registrant.
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INDEX TO EXHIBITS
EXHIBIT NO.
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1.1* Form of Underwriting Agreement
5.1 Opinion of Stroock & Stroock & Lavan LLP
23.1 Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1* Power of Attorney
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* Incorporated by reference from Registration Statement on Form S-1 (No.
333-44118) of the Registrant as declared effective by the Securities and
Exchange Commission on November 13, 2000.
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