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As filed with the Securities and Exchange Commission on November 13, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SEMPRA ENERGY
(Exact name of registrant as specified in its charter)
California 33-0732627
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
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101 Ash Street
San Diego, California 92101
(619) 696-2034
(Address of principal executive offices, Zip Code, and telephone number)
SEMPRA ENERGY
EMPLOYEE STOCK INCENTIVE PLAN
(Full title of the plan)
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JOHN R. LIGHT, ESQ.
Sempra Energy
101 Ash Street
San Diego, California 92101
(619) 696-2034
(Name, address including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Title of Each Amount Maximum Aggregate Amount of
Class of Securities To Be Offering Offering Registration
to be Registered Registered Price Per Share Price Fee
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Common Stock, 10,000,000
no par value(1) shares (2) $21.22(3) $212,200,000(3) $56,020.80
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(1) Includes one Class A Junior Participating Preferred Stock Purchase
Right for each share of Common Stock, exercisable on the terms and
conditions specified therein. Prior to the occurrence of certain
events, the Preferred Stock Purchase Rights will not be evidenced
separately from the Common Stock and the value attributable to them, if
any, is reflected in the value of the Common Stock.
(2) Represents the aggregate number of shares of Common Stock reserved
for issuance under the Sempra Energy Employee Stock Incentive Plan.
(3) Estimated in accordance with Rules 457(c) and 457(h)(i) solely for
purposes of computing the registration fee and based on the average of
the high and low price of shares of Sempra Energy Common Stock the New
York Stock Exchange on November 7, 2000.
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Part I
Item 1. Plan Information.
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with this Registration Statement.
Part II
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the
Securities and Exchange Commission are incorporated by reference and
deemed to be part of this Registration Statement.
- -- Annual Report on Form 10-K for the year ended December 31, 1999,
filed on March 29, 2000;
- -- Quarterly Report on Form 10-Q for the quarter ended March 31, 2000,
filed on May 5, 2000;
- -- Quarterly Report on Form 10-Q for the quarter ended June 30, 2000,
filed on August 14, 2000;
- -- Quarterly Report on Form 10-Q for the quarter ended September 30,
2000, filed on November 13, 2000;
- -- Current Report on Form 8-K filed on February 22, 2000;
- -- Current Report on Form 8-K filed on March 9, 2000;
- -- Current Report on Form 8-K filed on March 30, 2000;
- -- Current Report on Form 8-K filed on April 28, 2000;
- -- Current Report on Form 8-K filed on August 2, 2000;
- -- Current Report on Form 8-K filed on October 26, 2000; and
- -- The description of Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed on June 5, 1998.
All documents that are filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, between the date of this Registration Statement and the filing
of a post-effective amendment which indicates that all securities
offered 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.
A statement contained in a document incorporated by reference in
this Registration Statement shall be deemed to be modified or superceded
for purposes of this Registration Statement to the extent that a
statement contained in this Registration Statement or in any other
subsequently filed document which is also incorporated in this
Registration Statement modifies or supersedes such statement. Any
statements so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 317 of the Corporations Code of the State of California
permits a corporation to provide indemnification to its directors and
officers under certain circumstances. The Registrant's Articles of
Incorporation and Bylaws eliminate the liability of directors for
monetary damages to the fullest extent permissible under California law
and provide that indemnification for liability for monetary damages
incurred by directors, officers and other agents of the Registrant shall
be allowed, subject to certain limitations, in excess of the
indemnification otherwise permissible under California law. In addition,
the Registrant has entered into indemnification agreements with its
directors and officers which generally provide for indemnification of
the officers and directors to the fullest extent permitted under
California law. The Registrant maintains liability insurance and is
insured against loss for which it may be required or permitted by law to
indemnify its directors and officers for their related acts.
The directors and officers of the Registrant are covered by
insurance policies indemnifying them against certain liabilities,
including certain liabilities arising under the Securities Act of 1933,
as amended (the "Securities Act"), which might be incurred by them in
such capacities and against which they cannot be indemnified by Sempra
Energy.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, or persons
controlling Sempra Energy pursuant to the foregoing provisions, Sempra
Energy has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed as part of the Registration
Statement:
3.1 Amended and Restated Articles of Incorporation of the
Registrant (Incorporated by reference to the Registrant's Registration
Statement on Form S-3 dated April 29, 1998, File No. 333-51309).
3.2 Bylaws of the Registrant (Incorporated by reference to the
Registrant's Registration Statement on Form S-8 dated June 5, 1998, File
No. 333-56161).
5.1 Opinion of Gary W. Kyle, Chief Corporate Counsel.
23.1 Independent Auditors' Consent.
23.2 Consent of Gary W. Kyle (included in Exhibit 5.1).
24.1 Power of Attorney (included in signature page).
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
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 San Diego, State
of California, on this 7th day of November, 2000.
SEMPRA ENERGY
By: STEPHEN L. BAUM
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Stephen L. Baum
Chairman,
Chief Executive Officer
and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Stephen L. Baum, Neal
E. Schmale and John R. Light and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments, exhibits thereto and other documents in connection
therewith) and supplements to this Registration Statement, and any
related registration statements necessary to register additional
securities, 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 each and every act and
thing requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and
agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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Chairman,
Chief Executive Officer,
STEPHEN L. BAUM President and Director November 7, 2000
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Stephen L. Baum
Executive Vice President and
NEAL E. SCHMALE Chief Financial Officer November 7, 2000
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Neal E. Schmale
FRANK H. AULT Vice President and Controller November 7, 2000
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Frank H. Ault
HYLA H. BERTEA Director November 7, 2000
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Hyla H. Bertea
ANN L. BURR Director November 7, 2000
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Ann L. Burr
HERBERT L. CARTER Director November 7, 2000
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Herbert L. Carter
RICHARD A. COLLATO Director November 7, 2000
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Richard A. Collato
DANIEL W. DERBES Director November 7, 2000
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Daniel W. Derbes
WILFORD D. GODBOLD, JR. Director November 7, 2000
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Wilford D. Godbold, Jr.
WILLIAM D. JONES Director November 7, 2000
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William D. Jones
RALPH R. OCAMPO Director November 7, 2000
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Ralph R. Ocampo
WILLIAM G. OUCHI Director November 7, 2000
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William G. Ouchi
RICHARD J. STEGEMEIER Director November 7, 2000
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Richard J. Stegemeier
THOMAS C. STICKEL Director November 7, 2000
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Thomas C. Stickel
DIANA L. WALKER Director November 7, 2000
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Diana L. Walker
EXHIBIT INDEX
EXHIBIT
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3.1 Amended and Restated Articles of Incorporation of the
Registrant (Incorporated by reference to the Registrant's Registration
Statement on Form S-3 dated April 29, 1998, File No. 333-51309).
3.2 Bylaws of the Registrant (Incorporated by reference to the
Registrant's Registration Statement on Form S-8 dated June 5, 1998, File
No. 333-56161).
5.1 Opinion of Gary W. Kyle, Chief Corporate Counsel.
23.1 Independent Auditors' Consent.
23.2 Consent of Gary W. Kyle (included in Exhibit 5.1).
24.1 Power of Attorney (included in signature page).
Exhibit 5.1
SEMPRA ENERGY
Gary W. Kyle
Chief Corporate Counsel
101 Ash Street
San Diego, CA 92101-3017
Tel: 619.696.4373
Fax: 619.696.4670
November 9, 2000
Ladies and Gentlemen:
In my capacity as Chief Corporate Counsel of Sempra Energy, a
California corporation (the "Company"), I have advised the Company
in connection with the Registration Statement on Form S-8 (the
"Registration Statement") of the Company filed with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to 10 million shares
(the "Shares") of the Company's Common Stock reserved for issuance
from time to time pursuant to the Company's Employee Stock
Incentive Plan, (the "Plan").
In so acting, I have examined the Registration Statement and have
also examined and relied as to factual matters upon the
representations and warranties contained in originals, or copies
certified or otherwise identified to my satisfaction, of such
documents, records, certificates and other instruments as in my
judgment are necessary or appropriate to enable me to render the
opinion expressed below. In such examination, I have assumed the
genuineness of all signatures, the authenticity of all documents,
certificates and instruments submitted to me as originals and the
conformity with originals of all documents submitted to me as
copies.
The opinion expressed below is limited to the General Corporation
Law of California and the federal law of the United States, and I
do not express any opinion herein concerning any other law.
Based upon the foregoing and having regard for such legal
considerations as I have deemed relevant, I am of the opinion that
the Shares have been duly authorized by the Company and, when
issued and delivered by the Company and paid for in accordance with
the terms of the Plan, the Shares will be validly issued, fully
paid and non-assessable.
I hereby consent to the filing of this opinion as a exhibit to
the Registration Statement.
Very truly yours,
GARY W. KYLE
Gary W. Kyle
Exhibit 23.1
Independent Auditors' Consent
We consent to the incorporation by reference in this Registration
Statement of Sempra Energy on Form S-8 of our report dated February 4,
2000 (February 25, 2000 as to Note 17), appearing in and incorporated
by reference in the Annual Report on Form 10-K of Sempra Energy for the
year ended December 31, 1999.
Deloitte & Touche LLP
San Diego, California
November 13, 2000