-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N3jzsEKLjKihvh1xodHsMeMTXJMtc5p+XRJAYIKXxWKIWigdRwPpTDC5M+EZ+soC GCVD6MTAbIXzXqLWKWS+UA== 0000065984-02-000143.txt : 20020621 0000065984-02-000143.hdr.sgml : 20020621 20020621111258 ACCESSION NUMBER: 0000065984-02-000143 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020621 EFFECTIVENESS DATE: 20020621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERGY CORP /DE/ CENTRAL INDEX KEY: 0000065984 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 721229752 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-90914 FILM NUMBER: 02683947 BUSINESS ADDRESS: STREET 1: 639 LOYOLA AVE CITY: NEW ORLEANS STATE: LA ZIP: 70113 BUSINESS PHONE: 5045764000 MAIL ADDRESS: STREET 1: PO BOX 61000 CITY: NEW ORLEANS STATE: LA ZIP: 70161 FORMER COMPANY: FORMER CONFORMED NAME: ENTERGY CORP /FL/ DATE OF NAME CHANGE: 19940329 FORMER COMPANY: FORMER CONFORMED NAME: MIDDLE SOUTH UTILITIES INC DATE OF NAME CHANGE: 19890521 FORMER COMPANY: FORMER CONFORMED NAME: ENTERGY GSU HOLDINGS INC /DE/ DATE OF NAME CHANGE: 19940329 S-8 1 a13202.txt Registration No. 333- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________________ ENTERGY CORPORATION (Exact name of Registrant as specified in its charter) Delaware 72-1229752 (State or other jurisdiction (I.R.S. Employer of Incorporation or Identification Number) organization) 70113 639 Loyola Avenue (Zip Code) New Orleans, Louisiana (Address of principal executive offices) EQUITY AWARDS PLAN OF ENTERGY CORPORATION AND SUBSIDIARIES (Full title of the plan) ___________________________________ C. John Wilder John M. Adams, Jr., Esq. Executive Vice President Associate General Counsel and Chief Financial Officer Corporate and Securities Entergy Corporation Entergy Services, Inc. 639 Loyola Avenue 639 Loyola Avenue New Orleans, Louisiana 70113 New Orleans, Louisiana 70113 (504) 576-3391 (504) 576-2095 (Names, addresses and telephone numbers, including area code, of agents for service) CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Maximum Title of Amount Offering Aggregate Amount of Securities to be Price Per Offering Registration to be Registered Registered Share (1) Price (1) Fee Common Stock, $.01 12,000,000 $41.88 $502,560,000 $46,235.52 par value Shares (1) Estimated solely for the purpose of calculating the registration fee, pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, on the basis of the average of the high and low prices paid for a share of Entergy Corporation Common Stock on June 17, 2002 as reported on the New York Stock Exchange Composite Transactions Tape. - - - - - - - Pursuant to Rule 429 of the Securities Act of 1933, the prospectus that is part of this Registration Statement also relates to securities registered and remaining unissued under Registration Statement No. 333-55692 previously filed by the Registrant. INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT The contents of Registration Statement No. 333-55692 are incorporated herein by reference. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. EXHIBITS 5 Legality Opinion of John M. Adams, Jr., Esq. 10 Equity Awards Plan of Entergy Corporation and Subsidiaries (included as Exhibit A-4 to Post-Effective Amendment No. 2 in File No. 70-9189) 23 Consent of Deloitte & Touche LLP POWER OF ATTORNEY Each director and officer of the issuer whose signature appears below hereby appoints Nathan E. Langston and John M. Adams, Jr., and each of them severally, as his attorney-in-fact to sign in his name and behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission, any and all amendments, including post-effective amendments, to this Registration Statement and the issuer hereby also appoints Nathan E. Langston and John M. Adams, Jr., and each of them severally, as its attorney-in-fact with like authority to sign and file such amendments in its name and behalf. 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 New Orleans, State of Louisiana, on the 21st day of June, 2002. ENTERGY CORPORATION By: /s/ C. John Wilder C. John Wilder Executive Vice President and Chief Financial Officer 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. Name Title Date /s/ Robert v. d. Luft Chairman of the Board June 21, 2002 Robert v. d. Luft /s/ Wayne Leonard Director and Chief June 21, 2002 Wayne Leonard Executive Officer /s/ C. John Wilder Executive Vice President June 21, 2002 C. John Wilder and Chief Financial Officer /s/ Nathan E. Langston Senior Vice President June 21, 2002 Nathan E. Langston and Chief Accounting Officer /s/ Maureen S. Bateman Director June 21, 2002 Maureen S. Bateman /s/ W. Frank Blount W. Frank Blount June 21, 2002 W. Frank Blount /s/ George W. Davis Director June 21, 2002 George W. Davis /s/ Simon D. deBree Director June 21, 2002 Simon D. deBree /s/ Claiborne P. Deming Director June 21, 2002 Claiborne P. Deming /s/ Norman C. Francis Director June 21, 2002 Norman C. Francis /s/ Kathleen A. Murphy Director June 21, 2002 Kathleen A. Murphy /s/ Paul W. Murrill Director June 21, 2002 Paul W. Murrill /s/ James R. Nichols Director June 21, 2002 James R. Nichols /s/ William A. Percy, II Director June 21, 2002 William A. Percy, II /s/ Dennis H. Reilley Director June 21, 2002 Dennis H. Reilley /s/ Wm. Clifford Smith Director June 21, 2002 Wm. Clifford Smith /s/ Bismark A. Steinhagen Director June 21, 2002 Bismark A. Steinhagen EX-5 3 a13202ex5.txt Exhibit 5 June 21, 2002 Entergy Corporation 639 Loyola Avenue New Orleans, LA 70113 Re: Registration Statement on Form S-8 Gentlemen: I have acted as counsel to Entergy Corporation (the "Company"), a Delaware corporation, in connection with a Registration Statement on Form S-8, as filed with the Securities and Exchange Commission on June 21, 2002 (the "Registration Statement"), registering an aggregate of 12,000,000 shares of the Company's Common Stock, $.01 par value (the "Common Stock"), issuable pursuant to the Equity Awards Plan of Entergy Corporation and its Subsidiaries (the "Plan"). I am of the opinion that when the steps mentioned in the next paragraph below shall have been taken, (a) all requisite corporate and governmental authorizations will have been given for the issuance and sale of the Common Stock (except such governmental authorization as may be necessary under Blue Sky laws of the several states as to which I give no opinion) and (b) the shares of Common Stock will be validly issued, fully paid and nonassessable. The steps to be taken as indicated in the preceding paragraph are: 1. Authorization of the issuance and sale of the Common Stock by the Board of Directors and/or a duly appointed committee and/or authorized officer of the Company; 2. Compliance with the Securities Act of 1933, as amended; 3. Compliance with the Public Utility Holding Company Act of 1935, as amended; and 4. The issuance and sale of the Common Stock for consideration pursuant to and in accordance with the terms of the Plan, and in accordance with all such authorizations. I express no opinion with respect to the laws other than those of the State of Delaware and Federal laws of the United States of America, and I assume no responsibility as to the applicability or the effect of the laws of any other jurisdiction. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and its use as part of the Registration Statement. I am furnishing this opinion to the Company solely for its benefit in connection with the Registration Statement. It is not to be used, circulated, quoted and otherwise referred to for any other purpose. Other than the Company no one is entitled to rely on this opinion. Very truly yours, /s/ John M. Adams, Jr. John M. Adams, Jr. EX-23 4 a13202ex23.txt Exhibit 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Entergy Corporation on Form S-8 of our reports dated January 31, 2002 (which reports express an unqualified opinion and include an explanatory paragraph relating to Entergy Corporation's change in 2001 in the method of accounting for derivative instruments), appearing in the Annual Report on Form 10-K of Entergy Corporation for the year ended December 31, 2001. DELOITTE & TOUCHE LLP New Orleans, Louisiana June 21, 2002 -----END PRIVACY-ENHANCED MESSAGE-----