As filed with the Securities and Exchange Commission on December 7, 2001
Registration No. 333-______________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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RELIANT RESOURCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0655566
(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 RESOURCES, INC.
UNION SAVINGS PLAN
(Full title of the plan)
Hugh Rice Kelly
Senior 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
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CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE (1) PRICE (1) FEE
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Common Stock, $.001 par value per share 800,000 shares $16.00 $12,800,000 $3,059.20
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Preferred Stock Purchase Rights (2) 800,000 rights (3) (3) (3)
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(1) 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 prices of the Common Stock of Reliant Resources, Inc. reported on the
New York Stock Exchange Composite Tape on December 3, 2001.
(2) Each share of Common Stock to be registered includes one associated
Preferred Stock Purchase Right.
(3) No separate consideration is payable for the Preferred Stock Purchase
Rights. Therefore, the registration fee for such securities is included in
the registration fee for the Common Stock.
IN ADDITION, PURSUANT TO RULE 416(C) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THIS REGISTRATION STATEMENT ALSO
COVERS AN INDETERMINATE AMOUNT OF INTERESTS TO BE OFFERED OR SOLD PURSUANT TO THE EMPLOYEE BENEFIT PLAN DESCRIBED
HEREIN.
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INTRODUCTORY STATEMENT
Reliant Resources, Inc. (the "Registrant" or the "Company") is
filing this Registration Statement on Form S-8 relating to its Common Stock, par
value $.001 per share, and associated rights to purchase its Series A Preferred
Stock, par value $.001 per share (such common stock and associated rights are,
collectively, "Common Stock"), issuable pursuant to the terms of the Reliant
Resources, Inc. Union Savings Plan.
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. 001-16455) 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 Prospectus dated April 30, 2001, as filed
with the Commission pursuant to Rule 424(b) under the Securities Act on
May 1, 2001;
(2) the description of the Company's Common Stock, and
associated rights to purchase the Company's Series A Preferred Stock,
par value $.001 per share, contained in the Company's Registration
Statement on Form 8-A, as filed with the Commission on April 27, 2001
pursuant to the Exchange Act, as amended by Amendment No. 1 thereto on
Form 8-A/A, as filed with the Commission on May 2, 2001;
(3) the Quarterly Report on Form 10-Q of the Company for the
fiscal quarter ended March 31, 2001;
(4) the Quarterly Report on Form 10-Q of the Company for the
fiscal quarter ended June 30, 2001;
(5) the Quarterly Report on Form 10-Q of the Company for the
fiscal quarter ended September 30, 2001;
(6) Item 5 of the Current Report on Form 8-K of the Company
dated September 27, 2001, as filed with the Commission on September 28,
2001; and
(7) the Current Report on Form 8-K of the Company dated
September 26, 2001 and filed with the Commission on November 28, 2001.
All documents filed with the Commission by the Company
or the Plan 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.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is incorporated under the laws of the State of Delaware.
Section 145 ("Section 145") of Title 8 of the Delaware Code gives a corporation
power to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful.
Section 145 also gives a corporation power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper. Section 145 further provides that, to the extent that a present or
former director or officer of a corporation has been successful on the merits or
otherwise in defense of any such action, suit or proceeding, or in defense of
any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.
Section 145 also authorizes a corporation to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against him
and incurred by him in any such capacity, arising out of his status as such,
whether or not the corporation would otherwise have the power to indemnify him
under Section 145.
The Company's Restated Certificate of Incorporation and Amended and Restated
Bylaws provide for the indemnification of officers and directors to the fullest
extent permitted by the General Corporation Law.
All of the Company's directors and officers will be covered by insurance
policies maintained by the Company against certain liabilities for actions taken
in their capacities as such, including liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
The following documents are filed as a part of this
Registration Statement or incorporated by reference herein:
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
------ -------------------- ----------------- ------------- ---------
4.1* - Restated Certificate of Incorporation Registration 333-48038 3.1
Statement on Form S-1
4.2* - Amended and Restated Bylaws of the Registration 333-48038 3.2
Company Statement on Form S-1
4.3* - Specimen Stock Certificate Registration 333-48038 4.1
Statement on Form S-1
4.4* - Form of Rights Agreement effective as of Registration 333-48038 4.2
January 15, 2001 between the Company and Statement on Form S-1
The Chase Manhattan Bank, as Rights
Agent, including a Form of Rights
Certificate
4.5 - Reliant Resources, Inc. Union Savings
Plan
5.1 - Opinion of Baker Botts L.L.P. The
registrant undertakes that the Reliant
Resources, Inc. Union Savings Plan and
any amendment thereto will be submitted
to the Internal Revenue Service ("IRS")
in a timely manner and all changes
required by the IRS for the Plan to be
qualified under Section 401 of the
Internal Revenue Code will be made.
23.1 - Consent of Deloitte & Touche LLP
23.2 - Consent of Deloitte & Touche Accountants
23.3 - Consent of PricewaterhouseCoopers N.V.
23.4 - Consent of Baker Botts L.L.P. (included
in Exhibit 5.1)
24.1 - Power of Attorney (included on the
signature page to this Registration
Statement)
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* Incorporated herein by reference as indicated.
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;
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(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 December 6,
2001.
RELIANT RESOURCES, INC.
(Registrant)
By: /s/ R. STEVE LETBETTER
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R. Steve Letbetter,
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
the Benefits Committee 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 December 6, 2001.
RELIANT RESOURCES, INC. UNION
SAVINGS PLAN
By: /s/ MARY P. RICCIARDELLO
------------------------------------
Mary P. Ricciardello
Chair person of the
Benefits Committee
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints R. Steve Letbetter, Stephen W.
Naeve and Hugh Rice Kelly, and each of them severally, his or her true and
lawful attorney or attorneys-in-fact and agents, with full power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his or her name place and stead, in any and all capacities, any or
all amendments (including pre-effective and 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 in the name and on behalf of the undersigned, in any and all
capacities, each and every act and thing necessary or desirable 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
--------- ----- ----
/s/ R. STEVE LETBETTER Chairman, President, Chief December 6, 2001
----------------------------- Executive Officer and
(R. Steve Letbetter) Director (Principal
Executive Officer and
Director)
/s/ STEPHEN W. NAEVE Executive Vice President December 6, 2001
----------------------------- and Chief Financial Officer
(Stephen W. Naeve) Officer (Principal
Financial Officer)
/s/ MARY P. RICCIARDELLO Senior Vice President and December 6, 2001
----------------------------- Chief Accounting Officer
(Mary P. Ricciardello) (Principal Accounting
Officer)
/s/ JAMES A. BAKER, III Director December 6, 2001
-----------------------------
(James A. Baker, III)
/s/ MILTON CARROLL Director December 6, 2001
-----------------------------
(Milton Carroll)
L. LOWRY MAYS Director December 6, 2001
-----------------------------
(L. Lowry Mays)
/s/ PHILIP MILLER
----------------------------- Director December 6, 2001
(Philip Miller )
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INDEX TO EXHIBITS
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
------ -------------------- ----------------- ------------- ---------
4.1* - Restated Certificate of Incorporation Registration
Statement on Form
S-1 333-48038 3.1
4.2* - Amended and Restated Bylaws of the Registration
Company Statement on Form
S-1 333-48038 3.2
4.3* - Specimen Stock Certificate Registration
Statement on Form
S-1 333-48038 4.1
4.4* - Form of Rights Agreement effective as of Registration
January 15, 2001 between the Company and Statement on Form
The Chase Manhattan Bank, as Rights S-1
Agent, including a Form of Rights
Certificate 333-48038 4.2
4.5 - Reliant Resources, Inc. Union Savings
Plan
5.1 - Opinion of Baker Botts L.L.P. The
registrant undertakes that the Reliant
Resources, Inc. Union Savings Plan and
any amendment thereto will be submitted
to the Internal Revenue Service ("IRS")
in a timely manner and all changes
required by the IRS for the Plan to be
qualified under Section 401 of the
Internal Revenue Code will be made.
23.1 - Consent of Deloitte & Touche LLP
23.2 - Consent of Deloitte & Touche Accountants
23.3 - Consent of PricewaterhouseCoopers N.V.
23.4 - Consent of Baker Botts L.L.P. (included
in Exhibit 5.1)
24.1 - Power of Attorney (included on the
signature page to this Registration
Statement)
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* Incorporated herein by reference as indicated.