As filed with the Securities and Exchange Commission on July 23, 2002
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Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EL PASO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 76-0568816
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
El Paso Building
1001 Louisiana Street
Houston, Texas 77002
(713) 420-2600
(Address, including zip code, of Principal Executive Offices)
EL PASO CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
Peggy A. Heeg, Esq.
Executive Vice President and General Counsel
El Paso Building
1001 Louisiana Street
Houston, Texas 77002
(713) 420-2600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed
Amount to Offering Maximum Amount
be Price Aggregate of
Title of Securities Registered Per Offering Registration
to be Registered (1)(2) Share(3) Price(3) Fee(3)
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Common Stock 3,000,000 $13.56 $40,680,000 $3,742.55
shares
(1) This Registration Statement also covers an indeterminate
amount of additional shares which become issuable to prevent
dilution in the event of stock splits, stock dividends or similar
adjustments of the outstanding Common Stock of the Registrant.
(2) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, as amended, this registration statement also
covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described herein.
(3) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h), based upon the average
of the high and low prices of a share of the Registrant's Common
Stock as reported on the New York Stock Exchange and in The Wall
Street Journal, or any other comparable service the Plan
Administrator may determine is reliable for July 22, 2002.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement on Form S-8 is being filed
solely to register additional securities. In accordance with
General Instruction E of Form S-8, the Registrant hereby
incorporates by reference the contents of the Registrant's
registration statement on Form S-8 No. 333-78949 filed with the
Securities and Exchange Commission relating to the El Paso
Corporation Employee Stock Purchase Plan.
Item 8. Exhibits.
Exhibit
Number Description
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5.1 Opinion of Locke Liddell & Sapp LLP regarding
the legality of the securities being registered
hereunder.
10.1 El Paso Corporation Employee Stock Purchase
Plan Amended and Restated effective as of January
29, 2002.
23.1 Consent of Counsel (included in the opinion
filed as Exhibit 5.1 to this Registration
Statement).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Huddleston & Co. Inc.
24.1 Power of Attorney (set forth on the signature
page contained in Part II of this Registration
Statement).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 Houston, State of
Texas, on this 23rd day of July 2002.
EL PASO CORPORATION
By: /s/ William A. Wise
________________________
William A. Wise
Chairman of the Board,
President
and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby
authorizes H. Brent Austin and Peggy A. Heeg, and each of them,
as attorneys-in-fact with full power of substitution, to execute
in the name and on behalf of such person, individually and in
each capacity stated below, and to file, any and all amendments
to this Registration Statement, including any and all post-
effective amendments.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the dates as
indicated.
Signature Title Date
_________ _____ _____
Chairman of the
/s/ William A. Wise Board, President, July 23, 2002
_____________________ Chief Executive
William A. Wise Officer and Director
/s/ H. Brent Austin Executive Vice July 23, 2002
____________________ President
H. Brent Austin and Chief Financial
Officer
Senior Vice
/s/ Jeffrey I. Beason President and July 23, 2002
_____________________ Controller
Jeffrey I. Beason (Chief Accounting
Officer)
/s/ Byron Allumbaugh Director July 23, 2002
_____________________
Byron Allumbaugh
/s/ John M. Bissell Director July 23, 2002
_____________________
John M. Bissell
/s/ Juan Carlos Braniff Director July 23, 2002
_____________________
Juan Carlos Braniff
/s/ James F. Gibbons Director July 23, 2002
_____________________
James F. Gibbons
/s/ Anthony W. Hall, Jr. Director July 23, 2002
_____________________
Anthony W. Hall, Jr.
/s/ Ronald L. Kuehn, Director July 23, 2002
_____________________
Ronald L. Kuehn, Jr.
/s/ J. Carleton MacNeil, Jr. Director July 23, 2002
_____________________
J. Carleton MacNeil, Jr.
/s/ Thomas R. McDade Director July 23, 2002
_____________________
Thomas R. McDade
/s/ Malcolm Wallop Director July 23, 2002
_____________________
Malcolm Wallop
/s/ Joe B. Wyatt Director July 23, 2002
_____________________
Joe B. Wyatt
The Plan. Pursuant to the requirements of the Securities Act of
1933, as amended, the trustees (or other persons who administer
the employee benefit plan) have duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of
Texas, on this 23rd day of July 2002.
EL PASO CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
By: /s/ H. Brent Austin
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H. Brent Austin
Executive Vice President
and Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of Locke Liddell & Sapp LLP regarding
the legality of the securities being registered
hereunder.
10.1 El Paso Corporation Employee Stock Purchase
Plan Amended and Restated effective as of January
29, 2002.
23.1 Consent of Counsel (included in the opinion
filed as Exhibit 5.1 to this Registration
Statement).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Huddleston & Co. Inc.
24.1 Power of Attorney (set forth on the signature
page contained in Part II of this Registration
Statement).