As filed with the Securities and Exchange Commission on May 29, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRSTENERGY CORP.
(Exact Name of Registrant as Specified in Its Charter)
Ohio 34-1843785
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
76 South Main Street
Akron, Ohio 44308
(Address of Principal Executive Offices, Including Zip Code)
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FirstEnergy Corp. Executive and Director Incentive Compensation Plan
(Full Title of the Plan)
--------------------------------
Nancy C. Ashcom Copy to:
Corporate Secretary Edward W. Moore, Esq.
FirstEnergy Corp. Calfee, Halter & Griswold LLP
76 South Main Street 1400 McDonald Investment Center
Akron, Ohio 44308 800 Superior Avenue
(330) 384-5504 Cleveland, Ohio 44114
(216) 622-8200
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
To Be To Be Offering Offering Registration
Registered Registered Price Per Share Price Fee
- --------------------------------------------------------------------------------
Common Stock, par
value $0.10 per 7,500,000
share(1) shares(2) $34.31(3) $257,325,000.00(3) $23,674.00
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(1) Includes rights to purchase shares of common stock ("Share Purchase
Rights") under FirstEnergy Corp.'s Rights Agreement that, prior to the
occurrence of certain events, will not be exercisable or evidenced
separately from the shares of common stock.
(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers additional
shares of FirstEnergy Corp. common stock that may be issued or become
issuable under the terms of the FirstEnergy Corp. Executive and Director
Incentive Compensation Plan in order to prevent dilution resulting from
any stock split, stock dividend or similar transaction.
(3) Estimated in accordance with Rule 457(c) and (h) under the Securities Act
solely for the purpose of calculating the registration fee and based upon
the average of the high and low prices of FirstEnergy Corp. common stock
reported on the New York Stock Exchange on May 23, 2002.
STATEMENT PURSUANT TO GENERAL INSTRUCTION E
Pursuant to and as permitted by General Instruction E to Form S-8, this
Registration Statement on Form S-8 is being filed by FirstEnergy Corp., an Ohio
corporation (the "Company"), to register an additional 7,500,000 shares of
common stock, par value $0.10 per share, of the Company. The contents of the
following Registration Statements of the Company are hereby incorporated herein
by reference: (i) the Company's Registration Statement on Form S-8 (filed on
July 1, 1998), including all exhibits attached thereto, filed as Registration
No. 333-58279; and (ii) the Company's Registration Statement on Form S-8 (filed
on August 17, 2001), including all exhibits attached thereto, filed as
Registration No. 333-67798.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by the Company with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 2001;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2002;
(3) The Company's Current Report on Form 8-K, dated May 23, 2002;
(4) The Company's Current Report on Form 8-K, dated May 8, 2002;
(5) The Company's Current Report on Form 8-K, dated April 11, 2002,
as amended;
(6) The description of the Company's common stock contained in the
Company's Registration Statement on Form S-4, Amendment No. 1
(Registration No. 333-46444), filed with the Commission on
October 13, 2000, and any amendment or report filed for the
purpose of updating such description; and
(7) The description of the Share Purchase Rights of the Company
contained in the Company's Current Report on Form 8-K, dated
November 18, 1997, and any amendment or report filed for the purpose
of updating that description.
All documents, filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the filing of this Registration
Statement and 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
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filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").
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 validity of the securities being registered will be verified by Leila
L. Vespoli, Esq., the Company's Senior Vice President and General Counsel. As of
May 23, 2002, Ms. Vespoli owned 9,368.5595 shares of the Company's common stock.
Ms. Vespoli is eligible to participate in the FirstEnergy Corp. Executive and
Director Incentive Compensation Plan, pursuant to which the Company's common
stock will be issued.
Item 8. Exhibits.
The exhibits listed on the accompanying Exhibit Index are filed or
incorporated by reference as part of this Registration Statement.
With respect to the unaudited financial information of FirstEnergy Corp.
for the three-month period ended March 31, 2002 incorporated by reference in
this Registration Statement, PricewaterhouseCoopers LLP reported that they have
applied limited procedures in accordance with professional standards for a
review of such information. However, their separate report dated May 15, 2002
incorporated by reference herein, states that they did not audit and they do not
express an opinion on that unaudited financial information. Accordingly, the
degree of reliance on their report on such information should be restricted in
light of the limited nature of the review procedures applied.
PricewaterhouseCoopers LLP is not subject to the liability provisions of Section
11 of the Securities Act of 1933 for their report on the unaudited financial
information because that report is not a "report" or a "part" of the
registration statement prepared or certified by PricewaterhouseCoopers LLP
within the meaning of Sections 7 and 11 of the Act.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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, State of Ohio, on this 28th day of May,
2002.
FIRSTENERGY CORP.
By: /s/Nancy C. Ashcom
-----------------------
Nancy C. Ashcom
Corporate Secretary (Duly
Authorized Officer)
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POWER OF ATTORNEY
Each of the undersigned directors and officers of the Company,
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 Company 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, as amended,
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, Chief Executive May 21, 2002
- ------------------------- Officer and Director
H. Peter Burg
/s/Anthony J. Alexander President, Chief Operating Officer and May 21, 2002
- ------------------------- Director
Anthony J. Alexander
/s/ Richard H. Marsh Senior Vice President and Chief May 21, 2002
- ------------------------- Financial Officer
Richard H. Marsh
/s/ Harvey L. Wagner Vice President and Controller May 21, 2002
- -------------------------
Harvey L. Wagner
/s/ Carol A. Cartwright Director May 21, 2002
- -------------------------
Carol A. Cartwright
/s/ William F. Conway Director May 21, 2002
- -------------------------
William F. Conway
/s/ Robert B. Heisler, Jr. Director May 21, 2002
- -------------------------
Robert B. Heisler, Jr.
/s/ Robert L. Loughhead Director May 21, 2002
- -------------------------
Robert L. Loughhead
/s/ Russell W. Maier Director May 21, 2002
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Russell W. Maier
/s/ John M. Pietruski Director May 21, 2002
- -------------------------
John M. Pietruski
/s/ Robert N. Pokelwaldt Director May 21, 2002
- -------------------------
Robert N. Pokelwaldt
/s/ Paul J. Powers Director May 21, 2002
- -------------------------
Paul J. Powers
/s/ Catherine A. Rein Director May 21, 2002
- -------------------------
Catherine A. Rein
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/s/ Robert C. Savage Director May 21, 2002
- -------------------------
Robert C. Savage
/s/ George M. Smart Director May 21, 2002
- -------------------------
George M. Smart
s/ Carlisle A. H. Trost Director May 21, 2002
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Carlisle A. H. Trost
/s/ Jesse T. Williams, Sr. Director May 21, 2002
- -------------------------
Jesse T. Williams, Sr.
/s/ Patricia K. Woolf Director May 21, 2002
- -------------------------
Patricia K. Woolf
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