EIX S-8 Registration 30 million shares for SSPP
As filed with the Securities and Exchange Commission on NOVEMBER 6, 2002
FILE NO. ____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
the Securities Act of 1933
EDISON INTERNATIONAL
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-4137452
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2244 Walnut Grove Avenue (P.O. Box 999)
Rosemead, California 91770
(Address of Principal Executive Offices)
Southern California Edison COMPANY
STOCK SAVINGS PLUS PLAN
(Full title of the Plan)
Kenneth S. Stewart, Assistant General Counsel
2244 Walnut Grove Avenue (P.O. Box 800)
Rosemead, California 91770
(Name and address of agent for service)
(626) 302-6601
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed Amount
Amount maximum maximum of
Title of securities to be offering price aggregate registration
to be registered(1) registered per share offering price(2) fee
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Common Stock, no par value 30,000,000 shs. $10.43 $312,900,000 $28,786.80
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Rights to Purchase Series A Junior
Participating Cumulative Preferred Stock,
without par value, of Edison International(3)
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also
covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Estimated pursuant to Rules 457(c) and 457(h), solely for the purpose of calculating the registration fee,
on the basis of the average of the high and low prices of Edison International Common Stock reported in the
consolidated reporting system as of NOVEMBER 1, 2002.
(3) The Rights are initially carried and traded with the common stock. The value attributable to the Rights,
if any, is reflected in the value of the common stock.
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PART II
Reason for Registration Statement
This Registration Statement is filed to register 30,000,000 additional shares of Edison International common stock to
be issued and sold under the Southern California Edison Company Stock Savings Plus Plan also known as the Edison
401(K) Savings Plan for Employees of Participating Edison International Companies (the "Plan").
Item 3. Incorporation of Certain Documents by Reference
The following documents filed with the Securities and Exchange Commission ("Commission") by Edison
International or by the Plan are incorporated by reference in this Registration Statement:
1. (a) the Annual Report of Edison International on Form 10-K for the year ended December 31, 2001;
(b) the Annual Report of the Plan on Form 11-K for the year ended December 31, 2001;
(c) the Quarterly Reports of Edison International on Form 10-Q for the quarters ended March 31,
2002, and June 30, 2002; and
(d) the Current Reports of Edison International on Form 8-K filed on March 1, 2002, May 10, 2002, July 2, 2002, August 14,
2002, September 24, 2002, and October 3, 2002.
2. The "Description of Registrant's Securities to be Registered" on pages 4-5 of the Registration of
Securities of Certain Successor Issuers on Form 8-B filed by SCEcorp (predecessor company) on May 20, 1988.
All documents subsequently filed by Edison International (the "Company") or the Plan pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to the Registration Statement which
indicates that all securities offered thereby have been sold or which deregisters all such 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 such documents. Any statement contained herein or in a document all or a portion
of which is incorporated or deemed to be incorporated by reference herein 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 document which also is or is deemed to be incorporated by reference herein 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.
On June 15, 2002, the United States Government convicted Arthur Andersen LLP, the Company's former
independent auditors, on federal obstruction of justice charges arising from the government's investigation of
Enron Corp. Subsequently, Arthur Andersen LLP informed the Securities and Exchange Commission that it would
cease practicing before the Commission by August 31, 2002, unless the Commission determined that another date was
appropriate.
The Company's financial statements included in its Annual Report on Form 10-K for the year ended
December 31, 2001, which are incorporated by reference in this Registration Statement, were audited by Arthur
Andersen LLP. Effective May 8, 2002, the Company's Board of Directors engaged PricewaterhouseCoopers LLP as
independent auditors and decided to no longer engage Arthur Andersen LLP. The Company has not been able to
obtain, after reasonable efforts, the written consent of Arthur Andersen LLP to the incorporation by reference to
this Registration Statement of its report dated March 25, 2002 (the "Report"). As permitted under Rule 437a
promulgated under the Securities Act of 1933, as amended (the "Securities Act"), the Company has not filed the
written consent of Arthur Andersen LLP that would otherwise be required by the Securities Act. As a result, Plan
participants may be unable to recover amounts from Arthur Andersen LLP under Section 11(a) of the Securities Act
for any untrue statement of a material fact or any omissions to state a material fact, if any, contained in the
financial statements of the
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Company included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001, which
are incorporated by reference in this Registration Statement.
Item 4. Description of Capital Stock
Not Applicable.
Item 5. Interest of Named Experts and Counsel
Counsel for the registrant, Kenneth S. Stewart, is a salaried employee of Southern California Edison
Company, which is a subsidiary of Edison International, and he shares in the benefits accruing to such
employees. As of OCTOBER 30, 2002, Mr. Stewart had a direct or indirect interest in 44,137 shares of Edison
International Common Stock. These shares include those credited and conditionally credited to his accounts as of
such date with the trustee of the Plan and the agent for a dividend reinvestment plan, as well as shares subject
to nonqualified stock options, performance shares, and deferred stock units awarded under incentive compensation
plans.
Item 6. Indemnification of Directors and Officers
Section 317 of the California Corporations Code provides that a corporation shall have the power to
indemnify any person who was or is a party or is threatened to be made a party to any proceeding or action by
reason of the fact that he or she is or was a director, officer, employee or other agent of such corporation or
is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise. Section 317 also grants authority to a corporation to include in its articles
of incorporation indemnification provisions in excess of that permitted in Section 317, subject to certain
limitations.
Article Sixth of the Restated Articles of Incorporation of Edison International authorizes Edison
International to provide indemnification of directors, officers, employees, and other agents through bylaw
provisions, agreements with agents, votes of shareholders or disinterested directors, or otherwise, in excess of
the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the
applicable limits set forth in Section 204 of the California Corporations Code.
Article VI of the Amended Bylaws of Edison International contains provisions implementing the authority
granted in Article Sixth of the Articles of Incorporation. The Amended Bylaws provide for the indemnification of
any director or officer of Edison International, or any person acting at the request of Edison International as a
director, officer, employee or agent of another corporation or other enterprise, for any threatened, pending or
completed action, suit or proceeding to the fullest extent permissible under California law and the Restated
Articles of Incorporation of Edison International, subject to the terms of any agreement between Edison
International and such a person; provided that, no such person shall be indemnified: (i) except to the extent
that the aggregate of losses to be indemnified exceeds the amount of such losses for which the director or
officer is paid pursuant to any director's or officer's liability insurance policy maintained by Edison
International; (ii) on account of any suit in which judgment is rendered for an accounting of profits made from
the purchase or sale of securities of Edison International pursuant to Section 16(b) of the Securities Exchange
Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (iii) if a
court of competent jurisdiction finally determines that the indemnification is unlawful; (iv) for acts or
omissions involving intentional misconduct or knowing and culpable violation of law; (v) for acts or omissions
that the director or officer believes to be contrary to the best interests of Edison International or its
shareholders, or that involve the absence of good faith; (vi) for any transaction from which the director or
officer derived an improper personal benefit; (vii) for acts or omissions that show a reckless disregard for the
director's or officer's duty to Edison International or its shareholders in circumstances in which the director
or officer was aware, or should have been aware, in the ordinary course of performing his or her duties, of a
risk of serious injury to Edison International or its shareholders; (viii) for acts or omissions that constitute
an unexcused pattern of inattention that amount to an abdication of the director's or officer's duties to Edison
International or its shareholders; (ix) for costs, charges, expenses, liabilities and losses arising under
Section 310 or 316 of the California Corporations Code; or (x) as to circumstances in which indemnity is
expressly prohibited by Section 317 of the California Corporations Code. The exclusions set forth in clauses
(iv) through (ix) above shall apply only to indemnification with regard to any action brought by or in the right
of Edison International for breach of duty to Edison International or its shareholders. The Amended Bylaws of
Edison International also provide that
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Edison International shall indemnify any director or officer in connection with (a) a proceeding (or part
thereof) initiated by him or her only if such proceeding (or part thereof) was authorized by the Board of
Directors or (b) a proceeding (or part thereof), other than a proceeding by or in the name of Edison
International to procure a judgment in its favor, only if any settlement of such a proceeding is approved in
writing by Edison International. Indemnification shall cover all costs, charges, expenses, liabilities and
losses, including attorneys' fees, judgments, fines, ERISA excise taxes, or penalties and amounts paid or to be
paid in settlement, reasonably incurred or suffered by the director or officer.
Edison International has directors' and officers' liability insurance policies in force insuring
directors and officers of Edison International and its subsidiaries. Edison International has also entered into
written agreements with each of its directors incorporating the indemnification provisions of the Amended Bylaws.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
See Exhibit Index.
The registrant undertakes that it has submitted or will submit the Plan and any amendments thereto to
the Internal Revenue Service ("IRS") in a timely manner and has made or will make all changes required by the IRS
in order to qualify the Plan.
Item 9. Undertakings
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 the 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 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 the registration statement or any material change to such information in
the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) of this section 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 the time shall be deemed to be
the initial bona fide offering thereof.
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(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.
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 Section 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.
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 provisions described in item 6
above, 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.
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SIGNATURES
The Registrant
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 Rosemead, State of California, on the 6TH DAY OF NOVEMBER, 2002.
Edison International
By /s/ Kenneth S. Stewart
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Kenneth S. Stewart
Assistant General Counsel
Pursuant to the requirements of the Securities Act of 1933, 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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Principal Executive Officer:
John E. Bryson* Chairman of the Board,
President, Chief Executive
Officer and Director November 6, 2002
Principal Financial Officer:
Theodore F. Craver, Jr.* Executive Vice President,
Chief Financial Officer,
and Treasurer November 6, 2002
Controller or Principal Accounting Officer:
Thomas M. Noonan* Vice President
and Controller November 6, 2002
Majority of Board of Directors:
John Bryson* Director November 6, 2002
Bradford M. Freeman* Director November 6, 2002
Joan C. Hanley* Director November 6, 2002
Bruce Karatz* Director November 6, 2002
Luis G. Nogales* Director November 6, 2002
Ronald L. Olson* Director November 6, 2002
James M. Rosser* Director November 6, 2002
Richard T. Schlosberg, III* Director November 6, 2002
Robert H. Smith* Director November 6, 2002
Thomas C. Sutton* Director November 6, 2002
Daniel M. Tellep* Director November 6, 2002
*By /s/ Kenneth S. Stewart
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(Kenneth S. Stewart, Attorney-in-Fact)
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The Plan
Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who
administer the Plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rosemead, State of California, on the 1st day of NOVEMBER, 2002.
STOCK SAVINGS PLUS PLAN
By /s/ Frederick J. Grigsby, Jr.
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Frederick J. Grigsby, Jr.
Chair of the Employee
Benefits/Health Care Committee
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Restated Articles of Incorporation of Edison International dated May 9, 1996
(File No. 1-9936 filed as Exhibit 3.1 to Form 10-K for the year ended
December 31, 1998)*
4.2 Certificate of Determination of Series A Junior Participating Cumulative Preferred
Stock of Edison International dated November 21, 1996 (Form 8-A dated
November 21, 1996)*
4.3 Amended Bylaws of Edison International as adopted by the Board of Directors
on January 1, 2002 (File No. 1-9936 filed as Exhibit 3.3 to Form 10-K for the
year ended December 31, 2001)*
5 Opinion of Counsel
23.1 Consent of Counsel (see Opinion of Counsel)
23.2 Consent of BDO Seidman, LLP
23.3 Consent of Arthur Andersen LLP (omitted pursuant to Rule 437a under the Securities Act)
24.1 Power of Attorney
24.2 Certified copy of Resolution of Board of Directors
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* Incorporated by reference pursuant to Rule 411(c) under the Securities Act of 1933.