Registration No._________
As filed with the Securities and Exchange Commission on August 17, 2001
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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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FirstEnergy Corp.
(Exact name of registrant as specified in charter)
OHIO 34-1843785
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
76 South Main Street, Akron, Ohio 44308
(330) 384-5100
(Address, including zip code, of Principal Executive Offices)
FirstEnergy Corp. Executive and Director Incentive Compensation Plan
(Full title of the plan)
Nancy C. Ashcom
Corporate Secretary
FirstEnergy Corp.
76 South Main Street,
Akron, Ohio 44308
Tel. No. (330) 384-5504
(Name, address, and telephone number, including area code, of agent for
service)
Copies to:
John H. Byington, Esq.
Pillsbury Winthrop LLP
One Battery Park Plaza
New York, New York 10004
Tel. No. (212) 858-1102
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CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per unit aggregate offering price registration fee
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Common Stock* 7,500,000 shares** $30.00*** $225,000,000*** $56,250
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<FN>
* Includes rights to purchase shares of Common Stock under the Company's Rights Agreement.
** This Registration Statement shall be deemed to cover additional securities to be issued in
connection with or as a result of stock splits, stock dividends or similar transactions.
*** Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457. Based on
the average of the reported high and low sales prices of shares of Common Stock reported on the New
York Stock Exchange on August 16, 2001.
STATEMENT PURSUANT TO GENERAL INSTRUCTION E
Pursuant to and as permitted by General Instruction E, this
Registration Statement on Form S-8 is being filed to register an
additional 7,500,000 shares of Common Stock, par value $.10 per share, of
FirstEnergy Corp. (the "Company") for issuance under the FirstEnergy Corp.
Executive and Director Incentive Compensation Plan (the "Plan").
PART I
A prospectus setting forth the information required by Part I of
Form S-8 will be sent or given to participants as specified by Rule
428(b)(1)(i).
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have heretofore been filed by the
Company with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "1934
Act"), are incorporated by reference herein and shall be deemed to be a
part hereof:
1. The Annual Report on Form 10-K for the year ended
December 31, 2000;
2. The Quarterly Reports on Form 10-Q for the quarters
ended June 30, 2001 and March 31,2001; and
3. The contents of the Company's Registration Statement
on Form S-4/A, Registration No. 333-46444, filed with the
Commission on October 13, 2000, including the Description of the
Common Stock of the Company contained in the "Description of
FirstEnergy Common Stock After the Merger" Section therein
(Item 4), and the contents of the Company's Registration
Statement on Form S-8, Registration No. 333-62886, filed with
the Commission on June 13, 2001, including Indemnification of
Directors and Officers (Item 6) and Undertakings (Item 9).
All documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the filing
of a post-effective amendment to this Registration Statement 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 made a part hereof from
their respective dates of filing (such documents, and the documents
enumerated above,
2
being hereinafter referred to as "Incorporated Documents"); provided,
however, that the documents enumerated above or subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act in
each year during which the offering made by this Registration Statement is
in effect prior to the filing with the Commission of the Company's Annual
Report on Form 10-K covering such year shall not be Incorporated Documents
or be incorporated by reference in this Registration Statement or be a
part hereof from and after the filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement 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.
Incorporated by reference, see Item 3.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities being registered will be verified
by Leila L. Vespoli, our General Counsel. As of August 16, 2001, Ms.
Vespoli owned 3,657.8857 shares of our Common Stock.
Item 6. Indemnification of Directors and Officers.
Incorporated by reference, see Item 3.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
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4(a) Amended Articles of Incorporation of FirstEnergy Corp.
(physically filed and designated in Registration
No. 333-21011 as Exhibit (3)-1).
4(b) Amended Code of Regulations of FirstEnergy Corp.
(physically filed and designated in Registration
No. 333-21011 as Exhibit (3)-2).
4(c) Form of Common Stock Certificate (physically filed
and designated in Registration No. 333-40063 as
Exhibit 4(c)).
3
4(d) Rights Agreement dated as of November 18, 1997,
between FirstEnergy Corp. and The Bank of New York
and form of Right Certificate (physically filed and
designated in Current Report on Form 8-K dated
November 18, 1997 as Exhibit 4.1).
5 Opinion of Leila L. Vespoli, Esq., Vice President and
General Counsel for the Company as to the securities
being registered.
15 Letter of Arthur Andersen LLP to the Company regarding
the unaudited interim financial information.
23(a) Consent of Leila L. Vespoli, Esq. (contained in
Exhibit 5 hereto).
23(b) Consent of Independent Public Accountants, Arthur
Andersen LLP.
24 Power of Attorney (included on the signature page).
Item 9. Undertakings.
Incorporated by reference, see Item 3.
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4
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 Akron and State of Ohio, on the
16th day of August, 2001.
FIRSTENERGY CORP.
By: s/ H. Peter Burg
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H. Peter Burg
Chairman of the Board and
Chief Executive Officer
5
POWER OF ATTORNEY
Each of the undersigned directors and officers of the
Registrant, individually as such director and/or officer, hereby makes,
constitutes and appoints H. Peter Burg and Nancy C. Ashcom, and each of
them, singly or jointly, with full power of substitution, as his or her
true and lawful attorney-in-fact and agent to execute in his or her name,
place and stead, in any and all capacities, and to file with the
Commission, this registration statement and any and all amendments,
including post-effective amendments, to this registration statement, which
amendment may make such changes in the registration statement as the
registrant deems appropriate hereby ratifying and confirming all that each
of said attorneys-in-fact, or his, her or their substitute or substitutes,
may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
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s/H. Peter Burg Chairman of the Board and August 16, 2001
- ------------------------- Chief Executive Officer
(H. Peter Burg)
s/Anthony J. Alexander President, Chief Operating August 16, 2001
- ------------------------- Officer And Director
(Anthony J. Alexander)
s/Richard H. Marsh Vice President and Chief August 16, 2001
- ------------------------- Financial Officer
(Richard H. Marsh)
s/Harvey L. Wagner Controller and Chief August 16, 2001
- ------------------------- Accounting Officer
(Harvey L. Wagner)
s/Dr. Carol A Cartwright Director August 16, 2001
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Dr. Carol A. Cartwright)
s/William F. Conway Director August 16, 2001
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(William F. Conway)
s/Robert L. Loughhead Director August 16, 2001
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(Robert L. Loughhead)
s/Robert B. Heisler, Jr. Director August 16, 2001
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(Robert B. Heisler, Jr.)
s/Russell W. Maier Director August 16, 2001
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(Russell W. Maier)
6
Signature Title Date
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s/Paul J. Powers Director August 16, 2001
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(Paul J. Powers)
s/Robert C. Savage Director August 16, 2001
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(Robert C. Savage)
s/George M. Smart Director August 16, 2001
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(George M. Smart)
s/Jesse T. Williams, Sr. Director August 16, 2001
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(Jesse T. Williams, Sr.)
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EXHIBIT INDEX
Exhibit
No. Description
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4(a)* Amended Articles of Incorporation of FirstEnergy Corp.
(physically filed and designated in Registration Statement
No. 333-21011 as Exhibit (3)-1).
4(b)* Amended Code of Regulations of FirstEnergy Corp. (physically
filed and designated in Registration Statement No. 333-21011
as Exhibit (3)-2).
4(c)* Form of Common Stock Certificate (physically filed and
designated in Registration Statement No. 333-40063 as Exhibit
4(c).
4(d)* Rights Agreement dated as of November 18, 1997, between
FirstEnergy Corp. and The Bank of New York and form of Right
Certificate (physically filed and designated in Current Report
on Form 8-K dated November 18, 1997 as Exhibit 4.1).
5 Opinion of Leila L. Vespoli, Esq., Vice President and General
Counsel for the Company as to the securities being registered.
15 Letter of Arthur Andersen LLP to the Company regarding the
unaudited interim financial information.
23(a) Consent of Leila L. Vespoli, Esq. (contained in Exhibit No.
5).
23(b) Consent of Independent Public Accountants, Arthur Andersen
LLP.
24 Power of Attorney (included on the signature page).
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* Incorporated by reference as noted therein.