As filed with the Securities and Exchange Commission on August 16, 2019
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT
OF 1933
CENTERPOINT ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Texas
(State or other jurisdiction of
incorporation or organization)
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1111 Louisiana
Houston, Texas 77002
(713) 207-1111
(Address, including zip code, and telephone
number, including area code, of
registrants principal executive offices)
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74-0694415
(I.R.S. Employer
Identification No.)
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Jason M. Ryan
Senior Vice
President and General Counsel
1111 Louisiana
Houston, Texas 77002
(713)
207-1111
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Copy to:
Timothy S.
Taylor
Baker Botts L.L.P.
910 Louisiana
One Shell
Plaza
Houston, Texas 77002-4995
(713)
229-1234
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans,
please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in Rule
12b-2
of the Exchange Act. (Check one):
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Large accelerated filer ☒
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Accelerated filer ☐
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Non-accelerated
filer ☐
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Smaller reporting company ☐
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Emerging growth company ☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount to be
Registered
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Proposed Maximum
Offering Price Per
Unit (1)
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Proposed Maximum
Aggregate
Offering Price (1)
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Amount of
Registration Fee (2)
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Common Stock, par value $0.01 per
share
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3,000,000
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$27.58
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$82,740,000
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$10,028.09
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(1)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and based upon the
average of the high and low sales prices of the Common Stock of CenterPoint Energy, Inc. as reported on the New York Stock Exchange Composite Tape on August 12, 2019.
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(2)
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Pursuant to Rule 457(p) under the Securities Act, the registrant hereby offsets the registration fee required in
connection with this Registration Statement by $2,071.62 previously paid by the registrant in connection with the registration of 3,000,000 shares of its Common Stock pursuant to its Registration Statement on Form
S-3
(Registration No. 333- 209241) filed with the Commission on January 29, 2016 (the Prior Registration Statement). 1,186,271 unsold shares of Common Stock remain under the Prior
Registration Statement. Pursuant to Rule 457(p) of the Securities Act, the $2,071.62 filing fee for such unsold Common Stock under the Prior Registration Statement is being offset against the $10,028.09 filing fee currently due in connection with
this Registration Statement. Accordingly, a filing fee of $7,956.47 is being paid hereunder. Based on this offset, the Prior Registration Statement is terminated with respect to the unsold securities thereunder.
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