As filed with the Securities and Exchange Commission on November 26, 2002
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 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 STREET
HOUSTON, TEXAS 77002
(Address of Principal Executive Offices)
RELIANT RESOURCES, INC.
SAVINGS PLAN
(Full Title of the Plan)
Hugh Rice Kelley
Senior Vice President, General Counsel and Corporate Secretary
1111 Louisiana Street
Houston, Texas 77002
(Name and Address of Agent for Service)
Telephone Number, Including Area Code, of Agent for Service: (713) 497-3000
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 20,000,000 shares $1.765 $35,300,000 $3,247.60
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Preferred Stock Purchase Rights(2) 20,000,000 rights (3) (3) (3)
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) 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 November 19, 2002.
(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.
(4) 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") has
previously filed a 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 referred to in this Registration Statement as the
"Common Stock"), issuable pursuant to the terms of the Reliant Resources, Inc.
Savings Plan. Pursuant to General Instruction E of Form S-8, this Registration
Statement covers additional securities registered for issuance under the Reliant
Resources, Inc. Savings Plan. The contents of the prior Registration Statement
on Form S-8 (333-86608) of the Company relating to such plan are incorporated
herein by reference.
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
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 as of their respective dates:
(1) the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001, filed April 15, 2002;
(2) the Company's Amendment No. 1 to Annual Report on Form
10-K/A for the fiscal year ended December 31, 2001, filed July 5, 2002;
(3) the Company's Amendment No. 2 to Annual Report on Form
10-K/A for the fiscal year ended December 31, 2001, filed November 12, 2002;
(4) all other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 2001; and
(5) the description of the Common Stock 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.
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 8. EXHIBITS.
The following documents are filed as a part of this Registration
Statement:
Exhibit
5.1 - Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1 - Consent of Deloitte & Touche LLP
23.2 - Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included
in Exhibit 5.1)
24.1 - Power of Attorney (included on the signature page to this
Registration Statement)
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 November 26, 2002.
RELIANT RESOURCES, INC.
(Registrant)
By: /s/ R. Steve Letbetter
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R. Steve Letbetter,
Chairman 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 November 26, 2002.
RELIANT RESOURCES, INC. SAVINGS PLAN
By: /s/ James A. Ajello
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James A. Ajello
Chairperson 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 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.
Signature Title Date
--------- ----- -----
/s/ R. Steve Letbetter Chairman, Chief November 26, 2002
------------------------ Executive Officer and Director
(R. Steve Letbetter) (Principal Executive Officer and
Director)
/s/ Mark M. Jacobs Executive Vice President November 26, 2002
------------------------- and Chief Financial Officer
(Mark M. Jacobs) (Principal Financial Officer)
/s/ Thomas C. Livengood Vice President and November 26, 2002
------------------------- Controller (Principal Accounting
(Thomas C. Livengood) Officer)
/s/ E. William Barnett Director November 26, 2002
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(E. William Barnett)
/s/ Donald J. Breeding Director November 26, 2002
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(Donald J. Breeding
/s/ Laree E. Perez Director November 26, 2002
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(Laree E. Perez)
/s/ Joel V. Staff Director November 26, 2002
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(Joel V. Staff)
INDEX TO EXHIBITS
Exhibit
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5.1 - Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1 - Consent of Deloitte & Touche LLP
23.2 - Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included
in Exhibit 5.1)
24.1 - Power of Attorney (included on the signature page to this
Registration Statement)