<PAGE>
As filed with the Securities and Exchange Commission on August 30, 1996
Registration No. 33-51354
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
DESTEC ENERGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 38-2875546
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
---------------------
2500 CITYWEST BOULEVARD, SUITE 150
HOUSTON, TEXAS 77042
(Address of Principal Executive Offices Including Zip Code)
---------------------
THE DESTEC ENERGY, INC.
1992 EMPLOYEES' STOCK PURCHASE PLAN
(Full title of the Plan)
---------------------
MARIAN M. DAVENPORT
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
2500 CITYWEST BOULEVARD, SUITE 150
HOUSTON, TEXAS 77042
(713) 735-4000
(Name, address and telephone number of agent for service)
---------------------
Pursuant to this Post-Effective Amendment No. 1 to its Registration
Statement on Form S-8 (Registration No. 33-51354), Destec Energy, Inc., a
Delaware corporation (the "Company"), hereby deregisters 170,078 shares of its
common stock, par value $.01 per share ("Common Stock"), heretofore registered.
The shares of the Company's Common Stock registered under Registration
Statement No. 33-51354 were to be issued in connection with the Destec Energy,
Inc. 1992-1993 Employees' Stock Purchase Plan (the "1992 Purchase Plan"). The
170,078 shares to be deregistered hereby are being deregistered because such
shares were not purchased by employees under the 1992 Purchase Plan.
<PAGE>
Item 8. Exhibits.
(4) Instruments defining the rights of security holders, including debentures.
4.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference from Exhibit 3.1 to the Company's
Registration Statement on Form S-1 No. 33-36086).
4.2 By-laws of the Company (incorporated by reference from Exhibit 3.2 of
the Company's Annual Report on Form 10-K for the year ended
December 31, 1995).
4.3 The Destec Energy, Inc.1992-93 Employees' Stock Purchase Plan.
(5) Opinion regarding legality.
5.1 Opinion of Stephen R. Wright, Esq.
(23) Consents of experts and counsel.
23.1* Consent of Deloitte & Touche LLP.
23.2 Consent of legal counsel: Stephen R. Wright, Esq. (included in the
opinion filed as Exhibit 5.1).
(24) Powers of Attorney.
24* Powers of Attorney.
_______________
* Filed herewith.
II-1
<PAGE>
SIGNATURES
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 Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas on the 30th day of
August, 1996.
DESTEC ENERGY, INC.
(Registrant)
By: /s/ Charles F. Goff
--------------------
Charles F. Goff
Chairman of the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment has been signed by the following persons in
the capacities indicated and on the 30th day of August, 1996.
Signature Title
--------- -----
/s/ Charles F. Goff Chairman of the Board and Chief
- ------------------- Executive Officer
Charles F. Goff (Principal Executive Officer)
/s/ Keys A. Curry, Jr. President and Chief Operating Officer and Director
- ----------------------
Keys A. Curry, Jr.
/s/ Enrique M. Larroucau Senior Vice President, Chief Financial
- ------------------------ Officer and Treasurer
Enrique M. Larroucau (Principal Financial Officer)
/s/ Craig E. Hess* Vice President and Controller
- ------------------ (Principal Accounting Officer)
Craig E. Hess
/s/ Cassandra C. Carr* Director
- ----------------------
Cassandra C. Carr
/s/ Jack E. Earnest* Director
- --------------------
Jack E. Earnest
/s/ Jack G. Helfenstein* Director
- ------------------------
Jack G. Helfenstein
II-2
<PAGE>
Signature Title
--------- -----
/s/ Robert W. Gallant* Director
- ----------------------
Robert W. Gallant
/s/ Michael D. Parker* Director
- ----------------------
Michael D. Parker
/s/ J. Pedro Reinhard* Director
- ----------------------
J. Pedro Reinhard
/s/ Joel V. Staff* Director
- ----------------------
Joel V. Staff
*By: /s/ Charles F. Goff
------------------------
Charles F. Goff
(Attorney-in-fact for
persons indicated)
II-3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Page
<S> <C> <C>
4.1 Amended and Restated Certificate of Incorporation of
the Company (incorporated by reference from Exhibit
3.1 to the Company's Registration Statement on Form S-
1 No. 33-36086).
4.2 By-laws of the Company (incorporated by reference from
Exhibit 3.2 of the Company's Annual Report on Form 10-
K for the year ended December 31, 1995).
4.3 The Destec Energy, Inc.1992-93 Employees' Stock Purchase
Plan.
5.1 Opinion of Stephen R. Wright, Esq.
23.1* Consent of Deloitte & Touche LLP.
23.2 Consent of legal counsel: Stephen R. Wright, Esq.
(included in the opinion filed as Exhibit 5.1).
24* Powers of Attorney.
</TABLE>
_______________
* Filed herewith.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Amendment No. 1 to Registration
Statement No. 33-51354 on Form S-8 of Destec Energy, Inc., of our reports dated
February 10, 1993, appearing in the Annual Report on Form 10-K for the year
ended December 31, 1992 of Destec Energy, Inc., February 9, 1994, except for
Notes 9 and 17 as to which the date is February 22, 1994, appearing in the
Annual Report on Form 10-K for the year ended December 31, 1993 of Destec
Energy, Inc., February 8, 1995, appearing in the Annual Report on Form 10-K for
the year ended December 31, 1994 of Destec Energy, Inc. and February 7, 1996,
except for Note 18, which the date is February 28, 1996 appearing in the Annual
Report on Form 10-K and 10-K/A for the year ended December 31, 1995 of Destec
Energy, Inc.
DELOITTE & TOUCH LLP
Houston, Texas
August 30, 1996
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer or director of
Destec Energy, Inc., a Delaware corporation (the "Company"), hereby constitutes
and appoints Charles F. Goff and Keys A. Curry, Jr., with full power to each of
them to act without the other, the undersigned's true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities (until revoked in writing), to sign any and all post-effective
amendments to the Company's Registration Statement on Form S-8 relating to the
Company's 1992-1993 Employees' Stock Purchase Plan, together with all amendments
thereto, with all exhibits and any and all documents required to be filed with
respect thereto with any regulatory authority, granting unto said attorneys-in-
fact and agents, or each of them, or their or his substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or each of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has hereto signed this power of
attorney this 13th day of August, 1996.
/s/ Cassandra C. Carr
---------------------
Cassandra C. Carr
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer or director of
Destec Energy, Inc., a Delaware corporation (the "Company"), hereby constitutes
and appoints Charles F. Goff and Keys A. Curry, Jr., with full power to each of
them to act without the other, the undersigned's true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities (until revoked in writing), to sign any and all post-effective
amendments to the Company's Registration Statement on Form S-8 relating to the
Company's 1992-1993 Employees' Stock Purchase Plan, together with all amendments
thereto, with all exhibits and any and all documents required to be filed with
respect thereto with any regulatory authority, granting unto said attorneys-in-
fact and agents, or each of them, or their or his substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or each of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has hereto signed this power of
attorney this 13th day of August, 1996.
/s/ Jack E. Earnest
-------------------
Jack E. Earnest
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer or director of
Destec Energy, Inc., a Delaware corporation (the "Company"), hereby constitutes
and appoints Charles F. Goff and Keys A. Curry, Jr., with full power to each of
them to act without the other, the undersigned's true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities (until revoked in writing), to sign any and all post-effective
amendments to the Company's Registration Statement on Form S-8 relating to the
Company's 1992-1993 Employees' Stock Purchase Plan, together with all amendments
thereto, with all exhibits and any and all documents required to be filed with
respect thereto with any regulatory authority, granting unto said attorneys-in-
fact and agents, or each of them, or their or his substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or each of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has hereto signed this power of
attorney this 13th day of August, 1996.
/s/ Jack G. Helfenstein
-----------------------
Jack G. Helfenstein
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer or director of
Destec Energy, Inc., a Delaware corporation (the "Company"), hereby constitutes
and appoints Charles F. Goff and Keys A. Curry, Jr., with full power to each of
them to act without the other, the undersigned's true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities (until revoked in writing), to sign any and all post-effective
amendments to the Company's Registration Statement on Form S-8 relating to the
Company's 1992-1993 Employees' Stock Purchase Plan, together with all amendments
thereto, with all exhibits and any and all documents required to be filed with
respect thereto with any regulatory authority, granting unto said attorneys-in-
fact and agents, or each of them, or their or his substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or each of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has hereto signed this power of
attorney this 13th day of August, 1996.
/s/ Robert W. Gallant
---------------------
Robert W. Gallant
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer or director of
Destec Energy, Inc., a Delaware corporation (the "Company"), hereby constitutes
and appoints Charles F. Goff and Keys A. Curry, Jr., with full power to each of
them to act without the other, the undersigned's true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities (until revoked in writing), to sign any and all post-effective
amendments to the Company's Registration Statement on Form S-8 relating to the
Company's 1992-1993 Employees' Stock Purchase Plan, together with all amendments
thereto, with all exhibits and any and all documents required to be filed with
respect thereto with any regulatory authority, granting unto said attorneys-in-
fact and agents, or each of them, or their or his substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or each of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has hereto signed this power of
attorney this 13th day of August, 1996.
/s/ Michael D. Parker
---------------------
Michael D. Parker
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer or director of
Destec Energy, Inc., a Delaware corporation (the "Company"), hereby constitutes
and appoints Charles F. Goff and Keys A. Curry, Jr., with full power to each of
them to act without the other, the undersigned's true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities (until revoked in writing), to sign any and all post-effective
amendments to the Company's Registration Statement on Form S-8 relating to the
Company's 1992-1993 Employees' Stock Purchase Plan, together with all amendments
thereto, with all exhibits and any and all documents required to be filed with
respect thereto with any regulatory authority, granting unto said attorneys-in-
fact and agents, or each of them, or their or his substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or each of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has hereto signed this power of
attorney this 13th day of August, 1996.
/s/ J. Pedro Reinhard
---------------------
J. Pedro Reinhard
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer or director of
Destec Energy, Inc., a Delaware corporation (the "Company"), hereby constitutes
and appoints Charles F. Goff and Keys A. Curry, Jr., with full power to each of
them to act without the other, the undersigned's true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities (until revoked in writing), to sign any and all post-effective
amendments to the Company's Registration Statement on Form S-8 relating to the
Company's 1992-1993 Employees' Stock Purchase Plan, together with all amendments
thereto, with all exhibits and any and all documents required to be filed with
respect thereto with any regulatory authority, granting unto said attorneys-in-
fact and agents, or each of them, or their or his substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or each of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has hereto signed this power of
attorney this 13th day of August, 1996.
/s/ Joel V. Staff
-----------------
Joel V. Staff
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer or director of
Destec Energy, Inc., a Delaware corporation (the "Company"), hereby constitutes
and appoints Charles F. Goff and Keys A. Curry, Jr., with full power to each of
them to act without the other, the undersigned's true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities (until revoked in writing), to sign any and all post-effective
amendments to the Company's Registration Statement on Form S-8 relating to the
Company's 1992-1993 Employees' Stock Purchase Plan, together with all amendments
thereto, with all exhibits and any and all documents required to be filed with
respect thereto with any regulatory authority, granting unto said attorneys-in-
fact and agents, or each of them, or their or his substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or each of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has hereto signed this power of
attorney this 13th day of August, 1996.
/s/ Enrique M. Larroucau
------------------------
Enrique M. Larroucau
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer or director of
Destec Energy, Inc., a Delaware corporation (the "Company"), hereby constitutes
and appoints Charles F. Goff and Keys A. Curry, Jr., with full power to each of
them to act without the other, the undersigned's true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities (until revoked in writing), to sign any and all post-effective
amendments to the Company's Registration Statement on Form S-8 relating to the
Company's 1992-1993 Employees' Stock Purchase Plan, together with all amendments
thereto, with all exhibits and any and all documents required to be filed with
respect thereto with any regulatory authority, granting unto said attorneys-in-
fact and agents, or each of them, or their or his substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or each of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has hereto signed this power of
attorney this 19th day of August, 1996.
/s/ Craig E. Hess
-----------------
Craig E. Hess
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer or director of
Destec Energy, Inc., a Delaware corporation (the "Company"), hereby constitutes
and appoints Keys A. Curry, Jr., the undersigned's true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities (until revoked in writing), to sign any and all post-effective
amendments to the Company's Registration Statement on Form S-8 relating to the
Company's 1992-1993 Employees' Stock Purchase Plan, together with all amendments
thereto, with all exhibits and any and all documents required to be filed with
respect thereto with any regulatory authority, granting unto said attorney-in-
fact and agent, or his substitute or substitutes, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has hereto signed this power of
attorney this 13th day of August, 1996.
/s/ Charles F. Goff
-------------------
Charles F. Goff
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer or director of
Destec Energy, Inc., a Delaware corporation (the "Company"), hereby constitutes
and appoints Charles F. Goff, the undersigned's true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities (until revoked in writing), to sign any and all post-effective
amendments to the Company's Registration Statement on Form S-8 relating to the
Company's 1992-1993 Employees' Stock Purchase Plan, together with all amendments
thereto, with all exhibits and any and all documents required to be filed with
respect thereto with any regulatory authority, granting unto said attorney-in-
fact and agent, or his substitute or substitutes, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has hereto signed this power of
attorney this 13th day of August, 1996.
/s/ Keys A. Curry, Jr.
----------------------
Keys A. Curry, Jr.
