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