AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 30, 2005
REGISTRATION NO. 333-110348
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CENTERPOINT ENERGY, INC.
(Exact name of registrant as specified in its charter)
TEXAS 1111 LOUISIANA 74-0694415
(State or other HOUSTON, TEXAS 77002 (I.R.S.
jurisdiction of (713) 207-1111 Employer
incorporation (Address, including zip code, and Identification
or organization) telephone number, including area code, of No.)
registrant's principal executive offices)
RUFUS S. SCOTT
VICE PRESIDENT, DEPUTY GENERAL COUNSEL
AND ASSISTANT CORPORATE SECRETARY
1111 LOUISIANA
HOUSTON, TEXAS 77002
(713) 207-1111
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
GERALD M. SPEDALE STEVEN R. LOESHELLE
BAKER BOTTS L.L.P. DEWEY BALLANTINE L.L.P.
910 LOUISIANA STREET 1301 AVENUE OF THE AMERICAS
HOUSTON, TEXAS 77002 NEW YORK, NEW YORK 10019
(713) 229-1234 (212) 259-6160
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act"), other than securities offered only
in connection with dividend or interest reinvestment plans, check the following
box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
REMOVAL OF SECURITIES FROM REGISTRATION
Pursuant to its Registration Statement on Form S-3(Registration No.
333-110348), as amended by Amendment No. 1 thereto filed on November 21, 2003
and Amendment No. 2 thereto filed on December 1, 2003 (the "Registration
Statement"), CenterPoint Energy, Inc., a Texas corporation ("CenterPoint"),
registered for resale $575,000,000 aggregate principal amount of its 3.75%
Convertible Senior Notes due May 15, 2023 (the "Notes") and 49,654,585 shares,
par value $0.01 per share, of its common stock (the "Common Stock") issuable
upon conversion of such Notes. The Registration Statement was declared effective
by the Securities and Exchange Commission on December 4, 2003. In accordance
with the undertaking contained in Part II, Item 17(a)(3) of the Registration
Statement, CenterPoint is filing this Post-Effective Amendment No. 1 to the
Registration Statement to remove from registration any of the Notes and the
Common Sock issued or issuable upon conversion thereof that have not been sold
under the Registration Statement as of the date hereof. CenterPoint is
deregistering these securities because its obligation to maintain the
effectiveness of the Registration Statement has ceased.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 November 30, 2005.
CENTERPOINT ENERGY, INC.
By: /s/ David M. McClanahan
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David M. McClanahan
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on November 30, 2005.
/s/ David M. McClanahan
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David M. McClanahan President and Chief Executive Officer
/s/ Gary L. Whitlock
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Gary L. Whitlock Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ James S. Brian
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James S. Brian Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
*
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Donald R. Campbell Director
*
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Milton Carroll Director
*
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Derrill Cody Director
*
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John T. Cater Director
*
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O. Holcombe Crosswell Director
*
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Janiece M. Longoria Director
*
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Thomas F. Madison Director
*
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Robert T. O'Connell Director
*
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Michael E. Shannon Director
*
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Peter S. Wareing Director
*By: /s/ Rufus S. Scott
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Rufus S. Scott, as Attorney-in-fact,
pursuant to powers of attorney previously filed with the
Securities and Exchange Commission