Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
ENTERGY CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 72-1229752
(State or other jurisdiction (I.R.S. Employer
of Incorporation or organization) Identification Number)
639 Loyola Avenue 70113
New Orleans, Louisiana (Zip Code)
(Address of principal executive
offices)
SAVINGS PLAN
OF ENTERGY CORPORATION AND SUBSIDIARIES V
(Full title of the plan)
___________________________________
C. John Wilder John M. Adams, Jr., Esq.
Executive Vice President Associate General Counsel
and Chief Financial Officer Corporate and Securities
Entergy Corporation Entergy Service, Inc.
639 Loyola Avenue 639 Loyola Avenue
New Orleans, Louisiana 70113 New Orleans, Louisiana 70113
(504) 576-3391 (504) 576-2095
(Names, addresses and telephone numbers, including area code, of
agents for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Each Class of to be Price Per Offering Registration
Securities to be Registered Registered Share (1) Price (1) Fee
Common Stock, $.01 par value 180,000 Shares $41.55 $7,479,000 $688.07
(1) Estimated solely for the purpose of calculating the
registration fee, pursuant to Rule 457(h) and Rule 457(c) under
the Securities Act of 1933, on the basis of the average of the
high and low prices paid for a share of Entergy Corporation
Common Stock on August 9, 2002 as reported on the New York Stock
Exchange Composite Transactions Tape.
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 Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFEENCE
The following documents filed with the Securities and
Exchange Commission by Entergy Corporation ("Entergy") are
incorporated herein by reference:
(i) Annual Report on Form 10-K of Entergy
for the fiscal year ended December 31, 2001;
(ii) Quarterly Reports on Form 10-Q of Entergy for the fiscal
quarters ended March 31, 2002 and June 30, 2002;
(iii) Current Reports on Form 8-K of
Entergy dated May 1 and June 21, 2002;
(iv) The Description of Entergy's Common
Stock ("Common Stock"), set forth in Entergy's
Registration Statement on Form S-4, File No. 33-
54298.
Any documents subsequently filed by Entergy pursuant to Section
13 (a), 13 (c), 14 or 15 (d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all of such securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of
such documents. Any statement contained in a document 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 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. DESCRIPTON OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware law permits a corporation to adopt a provision in
its certificate of incorporation eliminating or limiting the
personal liability of a director, but not an officer in his or
her capacity as such, to the corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director,
except that such provision shall not limit the liability of a
director for (1) any breach of the director's duty of loyalty to
the corporation or its shareholders, (2) acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (3) liability under section 174 of the Delaware
General Corporation Law for unlawful payment of dividends or
stock purchases or redemptions, or (4) any transaction from which
the director derived an improper personal benefit. Entergy's
certificate of incorporation provides that to the fullest extent
authorized or permitted by Delaware General Corporation Law, no
director of Entergy's shall be personally liable to Entergy or
its shareholders for monetary damages for breach of fiduciary
duty as a director.
Under Delaware law, a corporation may indemnify any person
made a party or threatened to be made a party to any type of
proceeding, other than action by or in the right of the
corporation, because he or she is or was an officer, director,
employee or agent of the corporation or was serving at the
request of the corporation as an officer, director, employee or
agent of another corporation or entity against expenses,
judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such proceeding: (1) if
he or she acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation; or (2) in the case of a criminal proceeding, he or
she had no reasonable cause to believe that his or her conduct
was unlawful. A corporation may indemnify any person made a
party or threatened to be made a party to any threatened, pending
or completed action or suit brought by or in the right of the
corporation because he or she was an officer, director, employee
or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of
another corporation or other entity, against expenses actually
and reasonably incurred in connection with such action or suit if
he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests
of the corporation, provided that such indemnification will be
denied if the person is found liable to the corporation unless,
in such a case, the court determines the person is entitled to
indemnification for such expenses in any event. A corporation
must indemnify a present or former director or officer who
successfully defends himself or herself in a proceeding to which
he or she was a party because he or she was a director or officer
of the corporation against expenses actually and reasonably
incurred by him or her. Expenses incurred by an officer or
director, or any employees or agents as deemed appropriate by the
board of directors, in defending civil or criminal proceedings
may be paid by the corporation in advance of the final
disposition of such proceedings upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he or she is not entitled
to be indemnified by the corporation. The Delaware law regarding
indemnification and expense advancement is not exclusive of any
other rights which may be granted by Entergy Certificate of
Incorporation or Bylaws, a vote of shareholders or disinterested
directors, agreement or otherwise.
Under Delaware General Corporation Law, termination of any
proceeding by conviction or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that such
person is prohibited from being indemnified.
The Entergy Certificate of Incorporation provides for the
indemnification and advancement of expenses to the fullest extent
permitted by law to any director or officer. However, Entergy
will not indemnify a director or officer who commences any
proceeding, unless the commencement of that proceeding is
approved by the board of directors.
Entergy has insurance covering expenditures that might arise
in connection with our lawful indemnification of our directors
and officers for certain liabilities and expenses. Entergy's
directors and officers also have the benefit of insurance against
certain other liabilities and expenses.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
Item 8. EXHIBITS
5 In lieu of an opinion of counsel concerning
compliance with the requirements of the Employee
Retirement Income Security Act of 1974, as amended, and
an Internal Revenue Service ("IRS") determination
letter that the plan is qualified under Section 401 of
the Internal Revenue Code, the registrant hereby
undertakes that it will submit or has submitted the
plan and any amendment thereto to the IRS in a timely
manner and has made or will make all changes required
by the IRS in order to qualify the plan.
23 Consent of Deloitte & Touche LLP
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 the 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 this
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
and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424 (b) of the
Securities Act of 1933 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 this registration statement or any
material change to such information in the
registration statement;
provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if 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 Section 15 (d)
of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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 the
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 each filing of the 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 provisions described in Item 6, 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.
POWER OF ATTORNEY
Each director and officer of the issuer whose signature
appears below hereby appoints Nathan E. Langston and John M.
Adams, Jr., and each of them severally, as his attorney-in-fact
to sign in his name and behalf, in any and all capacities stated
below, and to file with the Securities and Exchange Commission,
any and all amendments, including post-effective amendments, to
this Registration Statement and the issuer hereby also appoints
Nathan E. Langston and John M. Adams, Jr., and each of them
severally, as its attorney-in-fact with like authority to sign
and file such amendments in its name and behalf.
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 New Orleans, State of Louisiana, on the 15th day of
August, 2002.
ENTERGY CORPORATION
By: /s/ C. John Wilder
C. John Wilder
Executive Vice President
and Chief Financial Officer
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.
Name Title Date
/s/ Robert v.d. Luft Chairman of the Board August 15, 2002
Robert v.d. Luft
/s/ Wayne Leonard Director and August 15, 2002
Wayne Leonard Chief Executive Officer
/s/ C. John Wilder Executive Vice President August 15, 2002
C. John Wilder and Chief Financial Officer
/s/ Nathan E. Langston Senior Vice President and August 15, 2002
Nathan E. Langston Chief Accounting Officer
/s/ Maureen S. Batemen Director August 15, 2002
Maureen S. Batemen
/s/ W. Frank Blount Director August 15, 2002
W. Frank Blount
/s/ George W. Davis Director August 15, 2002
George W. Davis
/s/ Simon D. de Bree August 15, 2002
Simon D. de Bree Director
/s/ Claiborne P. Deming August 15, 2002
Claiborne P. Deming Director
/s/ Norman C. Francis Director August 15, 2002
Norman C. Francis
/s/ Kathleen A. Murphy Director August 15, 2002
Kathleen A. Murphy
/s/ Paul W. Murrill Director August 15, 2002
Paul W. Murrill
/s/ James R. Nichols Director August 15, 2002
James R. Nichols
/s/ William A. Percy, II Director August 15, 2002
William A. Percy, II
/s/ Dennis H. Reilley Director August15, 2002
Dennis H. Reilley
/s/ Wm. Clifford Smith Director August 15, 2002
Wm. Clifford Smith
Director August 15, 2002
/s/ Bismark A. Steinhagen
Bismark A. Steinhagen
The Plan.
Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee
benefit plan) have duly caused this registration statement to be
signed on their behalf by the undersigned, thereunto duly
authorized, in the City of New Orleans, State of Louisiana, on
August 15, 2002.
SAVINGS PLAN OF ENTERGY CORPORATION
and SUBSIDIARIES V
BY: /s/ Steven C. McNeal
(Name) Steven C. McNeal
(Title) Member, Employee Benefits Committee