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As filed with the Securities and Exchange Commission on May 31, 2000
Registration No. 333-_______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
RELIANT ENERGY, INCORPORATED
(Exact name of registrant as specified in its charter)
TEXAS 74-0694415
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1111 LOUISIANA 77002
HOUSTON, TEXAS (Zip Code)
(Address of principal
executive offices)
RELIANT ENERGY, INCORPORATED
SUPPLEMENTAL STOCK PLAN FOR OUTSIDE DIRECTORS
(Full title of the plan)
Hugh Rice Kelly
Executive 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
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE (2) PRICE (2) FEE (3)
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<S> <C> <C> <C> <C>
Common Stock, without
par value (1) 25,000 shares $27.78125 $694,531.25 $183.36
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(1) Includes preference stock purchase rights of one Right per share associated
with the Common Stock.
(2) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee and based upon the average of the high and
low sales prices of the Common Stock of Reliant Energy, Incorporated
reported on the New York Stock Exchange Composite Tape on May 25, 2000.
(3) Because no separate consideration is payable for the Rights, the
registration fee for such securities is included in the fee for the Common
Stock.
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INTRODUCTORY STATEMENT
Reliant Energy, Incorporated (the "Registrant" or the "Company") is filing
this Registration Statement on Form S-8 relating to its Common Stock, without
par value, and associated Rights to purchase its Series A Preference Stock,
without par value (such Common Stock and associated Rights collectively, the
"Common Stock"), issuable pursuant to the terms of the Reliant Energy,
Incorporated Supplemental Stock Plan for Outside Directors.
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. 1-3187) 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 its fiscal year ended
December 31, 1999;
(2) the Company's Quarterly Report on Form 10-Q for its quarterly period ended
March 31, 2000; and
(3) the description of the Common Stock contained in Exhibit 99(b) of the
Company's Quarterly Report on Form 10-Q for its quarterly period ended
March 31, 2000 filed for the purpose of updating the description of the
Common Stock contained in Item 4 of the Company's registration statement
on Form 8-B, as filed with the Commission on July 30, 1997 (under a prior
name, Houston Lighting & Power Company).
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.
Article 2.02.A.(16) and Article 2.02-1 of the Texas Business Corporation Act
and Article V of the Company's Amended and Restated Bylaws provide the Company
with broad powers and authority to indemnify its directors and officers and to
purchase and maintain insurance for such purposes. Pursuant to such statutory
and Bylaw provisions, the Company has purchased insurance against certain costs
of indemnification that may be incurred by it and by its officers and directors.
Additionally, Article IX of the Company's Restated Articles of Incorporation
provides that a director of the Company is not liable to the Company or its
shareholders for monetary damages for any act or omission in the director's
capacity as director, except that Article IX does not eliminate or limit the
liability of a director for (i) breaches of such Director's duty of loyalty to
the Company or its shareholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of law, (iii)
transactions from which a director receives an improper benefit, whether or not
the benefit resulted from an action taken within the scope of the director's
office, (iv) acts or omissions for which liability is specifically provided by
statute and (v) acts relating to unlawful stock repurchases or payments of
dividends.
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Article IX also provides that any subsequent amendments to Texas statutes that
further limit the liability of directors will inure to the benefit of the
directors, without any further action by shareholders. Any repeal or
modification of Article IX shall not adversely affect any right of protection of
a director of the Company existing at the time of the repeal or modification.
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:
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Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
---------- ----------------------------------------- --------------------- --------------------- --------------------
<C> <S> <C> <C> <C>
4.1* - Restated Articles of Incorporation of Form 10-K for the 1-3187 3(a)
the Company (restated as of September year ended
1997) December 31, 1997
4.2* Amendment to the Company's Articles of Form 10-Q for the 1-3187 3(b)
Incorporation quarter ended
March 31, 1999
4.3* - Amended and Restated Bylaws of the Form 10-Q for the 1-3187 3
Company (adopted on May 3, 2000) quarter ended
March 31, 2000
4.4* - Amended and Restated Rights Agreement Registration 333-11329 4(b)(1)
dated August 6, 1997 between the Company Statement on Form S-4
and Chase Bank of Texas, National
Association, as Rights Agent, including
Form of Statement of Resolution
Establishing Series of Shares designated
Series A Preference Stock and Form of
Rights Certificate
4.5* - Amendment No. 1 to Rights Agreement, dated Form 10-Q for the 1-3187 4
as of May 8, 2000, between the Company quarter ended
and Chase Bank of Texas, National March 31, 2000
Association, as Rights Agent
5 - No opinion of counsel as to the legality
of the securities being registered is
included because the common stock (and
related preference stock purchase
rights) registered will be delivered
from the Company's treasury
23 - Consent of Deloitte & Touche LLP
24 - Powers of Attorney (included in the
signature page to this Registration
Statement)
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* Incorporated herein by reference as indicated.
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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.
(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 May 31, 2000.
RELIANT ENERGY, INCORPORATED
(Registrant)
By: /s/ R. Steve Letbetter
----------------------
R. Steve Letbetter,
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Hugh Rice Kelly, R. Steve Letbetter and
Stephen W. Naeve, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and any
registration statement for the same offering filed pursuant to Rule 462 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 each and every act and thing
requisite or necessary 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.
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Signature Title Date
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/s/ R. Steve Letbetter Chairman, President, Chief May 31 2000
--------------------------------------------------------------- Executive Officer and
(R. Steve Letbetter) Director (Principal
Executive Officer and
Director)
/s/ Stephen W. Naeve Vice Chairman and Chief May 31 2000
--------------------------------------------------------------- Financial Officer
(Stephen W. Naeve) (Principal Financial
Officer)
/s/ Mary P. Ricciardello Senior Vice President and May 31 2000
--------------------------------------------------------------- Comptroller (Principal
(Mary P. Ricciardello) Accounting Officer)
/s/ James A. Baker, III Director May 31 2000
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(James A. Baker, III)
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Signature Title Date
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<S> <C> <C>
/s/ Richard E. Balzhiser Director May 31 2000
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(Richard E. Balzhiser)
/s/ Milton Carroll Director May 31 2000
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(Milton Carroll)
/s/ John T. Cater Director May 31 2000
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(John T. Cater)
/s/ O. Holcombe Crosswell Director May 31 2000
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(O. Holcombe Crosswell)
/s/ Robert J. Cruikshank Director May 31 2000
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(Robert J. Cruikshank)
/s/ Linnet F. Deily Director May 31 2000
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(Linnet F. Deily)
/s/ Lee W. Hogan Director May 31 2000
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(Lee W. Hogan)
/s/ T. Milton Honea Director May 31 2000
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(T. Milton Honea)
/s/ Laree E. Perez Director May 31 2000
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(Laree E. Perez)
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INDEX TO EXHIBITS
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<CAPTION>
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
---------- ----------------------------------------- --------------------- --------------------- --------------------
<C> <S> <C> <C> <C>
4.1* - Restated Articles of Incorporation of Form 10-K for the 1-3187 3(a)
the Company (restated as of September year ended
1997) December 31, 1997
4.2* Amendment to the Company's Articles of Form 10-Q for the 1-3187 3(b)
Incorporation quarter ended
March 31, 1999
4.3* - Amended and Restated Bylaws of the Form 10-Q for the 1-3187 3
Company (adopted on May 3, 2000) quarter ended
March 31, 2000
4.4* - Amended and Restated Rights Agreement Registration 333-11329 4(b)(1)
dated August 6, 1997 between the Company Statement on Form S-4
and Chase Bank of Texas, National
Association, as Rights Agent, including
Form of Statement of Resolution
Establishing Series of Shares designated
Series A Preference Stock and Form of
Rights Certificate
4.5* - Amendment No. 1 to Rights Agreement, dated Form 10-Q for the 1-3187 4
as of May 8, 2000, between the Company quarter ended
and Chase Bank of Texas, National March 31, 2000
Association, as Rights Agent
5 - No opinion of counsel as to the legality
of the securities being registered is
included because the common stock (and
related preference stock purchase
rights) registered will be delivered
from the Company's treasury
23 - Consent of Deloitte & Touche LLP
24 - Powers of Attorney (included in the
signature page to this Registration
Statement)
</TABLE>
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* Incorporated herein by reference as indicated.
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