As
filed with the Securities and Exchange Commission on November 9,
2009
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________________
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
EL
PASO CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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76-0568816
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(State or
Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer
Identification
No.)
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El
Paso Building
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77002
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1001
Louisiana Street
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(Zip
Code)
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Houston,
Texas
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(Address of
Principal Executive Offices)
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El
PASO CORPORATION
2005
OMNIBUS INCENTIVE COMPENSATION PLAN
(as amended and
restated)
(Full title of the
plan)
Robert
W. Baker
Executive
Vice President and General Counsel
El
Paso Building
1001
Louisiana Street
Houston,
Texas 77002
(Name and
address of agent for service)
(713)
420-2600
(Telephone number,
including area code, of agent for service)
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer þ Accelerated
filer £ Non-accelerated
filer £
Smaller reporting company £
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(Do not check
if a smaller reporting company)
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CALCULATION
OF REGISTRATION FEE
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Title
of Securities
to
be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering
Price
Per
Share (2)
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Proposed
Maximum
Aggregate
Offering
Price
(2)
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Amount
of Registration Fee
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Common Stock,
par value $3.00 per share
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12,500,000
shares
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$9.71
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$121,375,000
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$6,772.73
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(1)
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In addition,
pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
“Securities Act”), this Registration Statement also covers an
indeterminate number of additional shares which may become issuable to
prevent dilution in the event of stock splits, stock dividends or similar
transactions pursuant to the terms of the El Paso Corporation 2005 Omnibus
Incentive Compensation Plan, as amended and restated.
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(2)
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Pursuant to
Rule 457(c) and 457(h)(1) under the Securities Act, the offering price is
estimated solely for the purpose of calculating the registration fee and
is based on the average of the high and the low prices of the Registrant’s
Common Stock on November 3, 2009, as reported on the New York Stock
Exchange, which was $9.71 per
share.
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EXPLANATORY
STATEMENT
This Registration Statement on Form S-8
registers 12,500,000 additional shares of common stock, par value $3.00 per
share, of El Paso Corporation, the same class of stock for which Registration
Statement No. 333-126599 was filed on Form S-8 on July 14, 2005 relating to the
El Paso Corporation 2005 Omnibus Incentive Compensation Plan. The
contents of such earlier Registration Statement are incorporated by reference
herein.
INFORMATION REQUIRED IN REGISTRATION
STATEMENT
The following exhibits are filed herewith or
incorporated by reference as part of this Registration Statement:
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Exhibit
Number
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Description
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5.1+
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Validity
Opinion of Bracewell & Giuliani LLP.
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23.1+
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Consent of
Bracewell & Giuliani LLP (included in Exhibit 5.1).
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23.2+
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Consent of
Ernst & Young LLP.
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23.3+
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Consent of
PricewaterhouseCoopers LLP.
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23.4+
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Consent of
Ryder Scott Company, L.P.
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24.1+
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Power of
Attorney (set forth on the signature page contained in Part II of
this Registration Statement).
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99.1
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El Paso
Corporation 2005 Omnibus Incentive Compensation Plan, as amended and
restated, effective as of May 6, 2009 (Exhibit 10.A to our Current Report
on Form 8-K filed with the SEC on May 6, 2009).
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+ Filed
herewith.
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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,
State of Texas, on this 9th day
of November 2009.
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EL
PASO CORPORATION
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By:
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/s/ Douglas L. Foshee | |
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Douglas L.
Foshee
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Chairman
of the Board, President
and
Chief Executive Officer
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POWER
OF ATTORNEY
Each person whose
individual signature appears below hereby authorizes Robert W. Baker, D. Mark
Leland and Marguerite N. Woung-Chapman, and each of them as attorneys-in-fact
with full power of substitution and resubstitution, to execute in the name and
on behalf of such person, individually and in each capacity stated below, and to
file, any and all amendments to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting to such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he or she might and could do
in person, hereby ratifying and confirming all that such attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the
requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed below by the following persons in the capacities as
indicated as of November 9, 2009.
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Signature
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Title
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| /s/ Douglas L. Foshee |
Chairman of
the Board, President and Chief Executive Officer
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Douglas L.
Foshee
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(Principal
Executive Officer)
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| /s/ D. Mark Leland |
Executive
Vice President and Chief Financial Officer
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D. Mark
Leland
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(Principal
Financial Officer)
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| /s/ John R. Sult |
Senior Vice
President and Controller
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John R.
Sult
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(Principal
Accounting Officer)
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| /s/ J. Michael Talbert |
Lead
Director
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J. Michael
Talbert
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| /s/ Juan Carlos Braniff |
Director
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Juan Carlos
Braniff
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| /s/ James L. Dunlap |
Director
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James L.
Dunlap
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| /s/ Robert W. Goldman |
Director
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Robert W.
Goldman
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| /s/ Anthony W. Hall, Jr. |
Director
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Anthony W.
Hall, Jr.
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| /s/ Thomas R. Hix |
Director
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Thomas R.
Hix
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| /s/ Ferrell P. McClean |
Director
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Ferrell P.
McClean
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| /s/ Steven J. Shapiro |
Director
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Steven J.
Shapiro
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| /s/ Robert F. Vagt |
Director
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Robert F.
Vagt
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| /s/ John L. Whitmire |
Director
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John L.
Whitmire
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Exhibit
Index
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Exhibit
Number
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Description
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5.1+
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Validity
Opinion of Bracewell & Giuliani LLP.
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23.1+
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Consent of
Bracewell & Giuliani LLP (included in Exhibit 5.1).
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23.2+
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Consent of
Ernst & Young LLP.
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23.3+
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Consent of
PricewaterhouseCoopers LLP.
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23.4+
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Consent of
Ryder Scott Company, L.P.
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24.1+
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Power of
Attorney (set forth on the signature page contained in Part II of
this Registration Statement).
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99.1
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El Paso
Corporation 2005 Omnibus Incentive Compensation Plan, as amended and
restated, effective as of May 6, 2009 (Exhibit 10.A to our Current Report
on Form 8-K filed with the SEC on May 6, 2009).
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+ Filed
herewith.
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