As filed with the Securities and Exchange Commission on August 30, 1996
Registration No. 33-51354
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DESTEC ENERGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 38-2875546
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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2500 CITYWEST BOULEVARD, SUITE 150
HOUSTON, TEXAS 77042
(Address of Principal Executive Offices Including Zip Code)
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THE DESTEC ENERGY, INC.
1992 EMPLOYEES' STOCK PURCHASE PLAN
(Full title of the Plan)
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MARIAN M. DAVENPORT
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
2500 CITYWEST BOULEVARD, SUITE 150
HOUSTON, TEXAS 77042
(713) 735-4000
(Name, address and telephone number of agent for service)
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Pursuant to this Post-Effective Amendment No. 1 to its Registration
Statement on Form S-8 (Registration No. 33-51354), Destec Energy, Inc., a
Delaware corporation (the "Company"), hereby deregisters 170,078 shares of its
common stock, par value $.01 per share ("Common Stock"), heretofore registered.
The shares of the Company's Common Stock registered under Registration
Statement No. 33-51354 were to be issued in connection with the Destec Energy,
Inc. 1992-1993 Employees' Stock Purchase Plan (the "1992 Purchase Plan"). The
170,078 shares to be deregistered hereby are being deregistered because such
shares were not purchased by employees under the 1992 Purchase Plan.
Item 8. Exhibits.
(4) Instruments defining the rights of security holders, including debentures.
4.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference from Exhibit 3.1 to the Company's
Registration Statement on Form S-1 No. 33-36086).
4.2 By-laws of the Company (incorporated by reference from Exhibit 3.2 of
the Company's Annual Report on Form 10-K for the year ended
December 31, 1995).
4.3 The Destec Energy, Inc.1992-93 Employees' Stock Purchase Plan.
(5) Opinion regarding legality.
5.1 Opinion of Stephen R. Wright, Esq.
(23) Consents of experts and counsel.
23.1* Consent of Deloitte & Touche LLP.
23.2 Consent of legal counsel: Stephen R. Wright, Esq. (included in the
opinion filed as Exhibit 5.1).
(24) Powers of Attorney.
24* Powers of Attorney.
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* Filed herewith.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas on the 30th day of
August, 1996.
DESTEC ENERGY, INC.
(Registrant)
By: /s/ Charles F. Goff
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Charles F. Goff
Chairman of the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment has been signed by the following persons in
the capacities indicated and on the 30th day of August, 1996.
Signature Title
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/s/ Charles F. Goff Chairman of the Board and Chief
- ------------------- Executive Officer
Charles F. Goff (Principal Executive Officer)
/s/ Keys A. Curry, Jr. President and Chief Operating Officer and Director
- ----------------------
Keys A. Curry, Jr.
/s/ Enrique M. Larroucau Senior Vice President, Chief Financial
- ------------------------ Officer and Treasurer
Enrique M. Larroucau (Principal Financial Officer)
/s/ Craig E. Hess* Vice President and Controller
- ------------------ (Principal Accounting Officer)
Craig E. Hess
/s/ Cassandra C. Carr* Director
- ----------------------
Cassandra C. Carr
/s/ Jack E. Earnest* Director
- --------------------
Jack E. Earnest
/s/ Jack G. Helfenstein* Director
- ------------------------
Jack G. Helfenstein
II-2
Signature Title
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/s/ Robert W. Gallant* Director
- ----------------------
Robert W. Gallant
/s/ Michael D. Parker* Director
- ----------------------
Michael D. Parker
/s/ J. Pedro Reinhard* Director
- ----------------------
J. Pedro Reinhard
/s/ Joel V. Staff* Director
- ----------------------
Joel V. Staff
*By: /s/ Charles F. Goff
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Charles F. Goff
(Attorney-in-fact for
persons indicated)
II-3
INDEX TO EXHIBITS
Sequentially
Numbered
Page
4.1 Amended and Restated Certificate of Incorporation of
the Company (incorporated by reference from Exhibit
3.1 to the Company's Registration Statement on Form S-
1 No. 33-36086).
4.2 By-laws of the Company (incorporated by reference from
Exhibit 3.2 of the Company's Annual Report on Form 10-
K for the year ended December 31, 1995).
4.3 The Destec Energy, Inc.1992-93 Employees' Stock Purchase
Plan.
5.1 Opinion of Stephen R. Wright, Esq.
23.1* Consent of Deloitte & Touche LLP.
23.2 Consent of legal counsel: Stephen R. Wright, Esq.
(included in the opinion filed as Exhibit 5.1).
24* Powers of Attorney.
_______________
* Filed herewith.