As filed with the Securities and Exchange Commission on December 14, 2007

Registration No. 333-115976

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1
to

Form S-8

REGISTRATION STATEMENT

EXPLANATORY NOTE

     This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (Registration No. 333-115976) is being filed to provide the opinion of counsel required as an exhibit by Part II, Item 8 of Form S-8 with respect to original issuance securities. Securities issued pursuant to the CenterPoint Energy, Inc. Savings Plan (the “Plan”) prior to the filing of this Amendment No. 1 have not been original issuance securities and therefore did not require an opinion of counsel. Following the effective time of this Amendment No. 1, CenterPoint Energy, Inc. may issue original issuance securities pursuant to the Plan and is therefore filing with this Amendment No. 1 the required opinion of counsel.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. Exhibits

     The following documents are filed as part of this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 or incorporated by reference herein:

						SEC File or
Exhibit				Report or		Registration		Exhibit
Number		Document Description		Registration Statement		Number		Reference
4.1* -		Amended and Restated Articles of Incorporation of CenterPoint Energy, Inc.		Registration Statement on Form S-4 of CenterPoint Energy, Inc.		3-69502		3.1
4.2* -		Articles of Amendment to the Amended and Restated Articles of Incorporation of CenterPoint Energy, Inc.		Form 10-K of CenterPoint Energy, Inc. for the year ended December 31, 2001		1-31447		3.1.1
4.3* -		Amended and Restated Bylaws of CenterPoint Energy, Inc.		Form 8-K of CenterPoint Energy, Inc. filed October 31, 2007		1-31447		3.1
4.4* -		Form of CenterPoint Energy Stock Certificate		Registration Statement on Form S-4 of CenterPoint Energy, Inc.		3-69502		4.1
4.5* -		Rights Agreement dated as of January 1, 2002 between CenterPoint Energy, Inc. and JPMorgan Chase Bank, as Rights Agent		Form 10-K of CenterPoint Energy, Inc. for the year ended December 31, 2001		1-31447		4.2
4.6* -		Statement of Resolution Establishing Series of Shares designated Series A Preferred Stock and Form of Rights Certificate		Form 10-K of CenterPoint Energy, Inc. for the year ended December 31, 2001		1-31447		3.3
5.1 -		Opinion of Baker Botts L.L.P.
23.1 -		Consent of Deloitte & Touche LLP
23.2 -		Consent of Baker Botts L.L.P. (included in Exhibit 5.1)
24.1*-		Powers of Attorney		Included on the signature page of Registration Statement on Form S-8 of CenterPoint Energy, Inc.		3-115976		24.1

The registrant undertakes that the Savings Plan and any amendment thereto have been or will be submitted to the Internal Revenue Service (“IRS”) in a timely manner and all changes required by the IRS for the Savings Plan to be qualified under Section 401 of the Internal Revenue Code have been or will be made.

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 Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on December 13, 2007.

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ David M. McClanahan   David M. McClanahan		President, Chief Executive Officer and Director (Principal Executive Officer)		December 13, 2007
/s/ Gary L. Whitlock   Gary L. Whitlock		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		December 13, 2007
/s/ Walter L. Fitzgerald   Walter L. Fitzgerald		Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)		December 13, 2007
/s/ Milton Carroll   Milton Carroll		Director		December 13, 2007
/s/ Donald R. Campbell   Donald R. Campbell		Director		December 13, 2007
/s/ Derrill Cody   Derrill Cody		Director		December 13, 2007
/s/ O. Holcombe Crosswell   O. Holcombe Crosswell		Director		December 13, 2007
/s/ Janiece M. Longoria   Janiece M. Longoria		Director		December 13, 2007
*   Thomas F. Madison		Director		December 13, 2007
/s/ Robert T. O’Connell   Robert T. O’Connell		Director		December 13, 2007
/s/ Michael E. Shannon   Michael E. Shannon		Director		December 13, 2007

Signature		Title		Date
/s/ Peter S. Wareing   Peter S. Wareing		Director		December 13, 2007
/s/ Sherman M. Wolff   Sherman M. Wolff		Director		December 13, 2007

*By:		/s/ David M. McClanahan
		David M. McClanahan
		Attorney-in-Fact

     Pursuant to the requirements of the Securities Act of 1933, the Benefits Committee has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on behalf of the CenterPoint Energy, Inc. Savings Plan by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on December 13, 2007.

Exhibit Index

						SEC File or
Exhibit				Report or		Registration		Exhibit
Number		Document Description		Registration Statement		Number		Reference
4.1* -		Amended and Restated Articles of Incorporation of CenterPoint Energy, Inc.		Registration Statement on Form S-4 of CenterPoint Energy, Inc.		3-69502		3.1
4.2* -		Articles of Amendment to the Amended and Restated Articles of Incorporation of CenterPoint Energy, Inc.		Form 10-K of CenterPoint Energy, Inc. for the year ended December 31, 2001		1-31447		3.1.1
4.3* -		Amended and Restated Bylaws of CenterPoint Energy, Inc.		Form 8-K of CenterPoint Energy, Inc. filed October 31, 2007		1-31447		3.1
4.4* -		Form of CenterPoint Energy Stock Certificate		Registration Statement on Form S-4 of CenterPoint Energy, Inc.		3-69502		4.1
4.5* -		Rights Agreement dated as of January 1, 2002 between CenterPoint Energy, Inc. and JPMorgan Chase Bank, as Rights Agent		Form 10-K of CenterPoint Energy, Inc. for the year ended December 31, 2001		1-31447		4.2
4.6* -		Statement of Resolution Establishing Series of Shares designated Series A Preferred Stock and Form of Rights Certificate		Form 10-K of CenterPoint Energy, Inc. for the year ended December 31, 2001		1-31447		3.3
5.1 -		Opinion of Baker Botts L.L.P.
23.1 -		Consent of Deloitte & Touche LLP
23.2 -		Consent of Baker Botts L.L.P. (included in Exhibit 5.1)
24.1*-		Powers of Attorney		Included on the signature page of Registration Statement on Form S-8 of CenterPoint Energy, Inc.		3-115976		24.1

The registrant undertakes that the Savings Plan and any amendment thereto have been or will be submitted to the Internal Revenue Service (“IRS”) in a timely manner and all changes required by the IRS for the Savings Plan to be qualified under Section 401 of the Internal Revenue Code have been or will be made.