S-8 1 forms_8.txt REGISTRATION STATEMENT Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------- PPL CORPORATION (Exact name of Registrant as specified in its charter) Commonwealth of Pennsylvania 23-2758192 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) PPL Corporation Two North Ninth Street Allentown, Pennsylvania 18101-1179 (Address, including zip code, of Registrant's Principal Executive Office) INCENTIVE COMPENSATION PLAN and INCENTIVE COMPENSATION PLAN FOR KEY EMPLOYEES (Full title of the plan) James E. Abel Vice President-Finance and Treasurer PPL Corporation Two North Ninth Street Allentown, PA 18101-1179 (610) 774-5151 (Name, address, including zip code, and telephone number, including area code, of Registrant's agent for service) With Copies to: Vincent Pagano, Jr. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017-3954 (212) 455-2000 CALCULATION OF REGISTRATION FEE
==================================================================================================================== Proposed Proposed maximum Title of each class of securities to be maximum aggregate Amount of registered Amount to be offering price offering price registration registered (1) per share (2) (2) fee -------------------------------------------------- --------------- ---------------- ----------------- -------------- -------------------------------------------------- --------------- ---------------- ----------------- -------------- Common Stock, $0.01 par value per share(a).... 6,500,000 $45.54 $296,010,000 $37,504.47 ==================================================================================================================== (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminable amount of interests to be offered or sold pursuant to the employee benefit plans described herein. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(h)(1) and 457(c) under the Securities Act of 1933, as amended. The proposed maximum offering price per share, the proposed maximum aggregate offering price and the amount of registration fee have been computed on the basis of the average of the high and low prices per share of the common stock on the New York Stock Exchange on January 29, 2004.
-------------------- EXPLANATORY NOTE The 6,500,000 shares of Common Stock being registered pursuant to this Registration Statement are additional securities of the same class as other securities for which a registration statement (No. 333-95967) on Form S-8 was filed with the Securities and Exchange Commission (the "Commission") on February 2, 2000. Pursuant to General Instruction E to Form S-8, the contents of such earlier registration statement are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such earlier registration statement are modified as set forth in this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 5. Interests of Named Experts and Counsel. The validity of the securities offered hereby has been passed upon by Thomas D. Salus, Esq., Senior Counsel of PPL Services Corporation, a subsidiary of the Company. Mr. Salus is a full-time employee of PPL Services Corporation. Item 8. Exhibits. 5(a) - Opinion of Thomas D. Salus, Esq. with respect to legality of securities being registered hereunder. 5(b) - Opinion of Simpson Thacher & Bartlett LLP with respect to legality of securities being registered hereunder 23(a) - Consent of PricewaterhouseCoopers LLP 23(b) - Consent of Thomas D. Salus, Esq. (Reference is made to Exhibit 5(a) filed herewith) 23(c) - Consent of Simpson Thacher & Bartlett LLP (Reference is made to Exhibit 5(b) filed herewith) 24 - Powers of Attorney SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended (the "Act"), 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 Allentown, Commonwealth of Pennsylvania, on the 3rd day of February, 2004. PPL CORPORATION By: /s/ William F. Hecht ------------------------------- William F. Hecht Chairman, President and Chief Executive Officer Pursuant to the requirements of the Act, this registration statement has been signed below by the following persons in the capacities indicated on February 3, 2004. Signature Title --------- ----- /s/ William F. Hecht Principal Executive ---------------------------------------------- Officer and Director William F. Hecht, Chairman, President and Chief Executive Officer /s/ John R. Biggar Principal Financial ---------------------------------------------- Officer and Director John R. Biggar, Executive Vice President and Chief Financial Officer /s/ Joseph J. McCabe Principal ---------------------------------------------- Accounting Officer Joseph J. McCabe, Vice President and Controller Frederick M. Bernthal, John W. Conway, E. Allen Directors Deaver, Louise K. Goeser, Stuart Heydt, W. Keith Smith and Susan M. Stalnecker By: /s/ William F. Hecht ----------------------------------------- William F. Hecht, Attorney-in-Fact EXHIBIT INDEX Exhibit Description 5(a) Opinion of Thomas D. Salus, Esq. with respect to legality of securities being registered hereunder 5(b) Opinion of Simpson Thacher & Bartlett LLP with respect to legality of securities being registered hereunder 23(a) Consent of PricewaterhouseCoopers LLP 23(b) Consent of Thomas D. Salus, Esq. (Reference is made to Exhibit 5(a) filed herewith) 23(c) Consent of Simpson Thacher & Bartlett LLP (Reference is made to Exhibit 5(b) filed herewith) 24 Powers of Attorney