As filed with the Securities and Exchange Commission on November 5, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRSTENERGY CORP.
(Exact Name of Registrant as Specified in Its Charter)
Ohio 34-1843785
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
76 South Main Street
Akron, Ohio 44308
(Address of Principal Executive Offices, Including Zip Code)
FirstEnergy Corp. Executive Deferred Compensation Plan
Amended FirstEnergy Corp. Deferred Compensation Plan for Directors
(Full Title of the Plan)
Nancy C. Ashcom Copy to:
Corporate Secretary Edward W. Moore, Esq.
FirstEnergy Corp. Calfee, Halter & Griswold LLP
76 South Main Street 1400 McDonald Investment Center
Akron, Ohio 44308 800 Superior Avenue
(330) 384-5504 Cleveland, Ohio 44114
(216) 622-8200
(Name, Address and Telephone Number, Including Area Code, of Agent for
Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Per Share/ Offering Registration
Registered Registered Obligation Price Fee
---------- ---------- ---------------- --------- ------------
Common Stock, par
value $0.10 per
share(1) 1,000,000 shares(3) $34.01(4) $34,010,000 $0(6)
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Deferred Compensation $75,000,000 100% $75,000,000(5) $18,750(6)
Obligations(2)
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(1) Includes rights to purchase shares of common stock ("Share Purchase Rights")
under FirstEnergy Corp.'s Rights Agreement that, prior to the occurrence of certain
events, will not be exercisable or evidenced separately from the shares of common stock.
(2) The Deferred Compensation Obligations are unsecured obligations of FirstEnergy Corp.
to pay deferred compensation in the future in accordance with the terms of the
FirstEnergy Corp. Executive Deferred
Compensation Plan and the Amended FirstEnergy Corp. Deferred Compensation Plan for Directors
(collectively, the "Plans").
(3) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this
Registration Statement also covers additional shares of FirstEnergy Corp. common stock that may be
issued or become issuable under the terms of the Plans in order to prevent dilution resulting
from any stock split, stock dividend or similar transaction.
(4) Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose
of calculating the registration fee and based upon the average of the high and low prices of
FirstEnergy Corp. common stock reported on the New York Stock Exchange on October 30, 2001.
(5) Estimated solely for purposes of determining the registration fee.
(6) Pursuant to Rule 457(i) under the Securities Act, the registration fee is calculated on the
basis of the proposed offering price of the Deferred Compensation Obligations, which may
convert to FirstEnergy Corp. common stock at distribution.
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STATEMENT PURSUANT TO GENERAL INSTRUCTION E
Pursuant to and as permitted by General Instruction E to Form S-8, this
Registration Statement on Form S-8 is being filed by FirstEnergy Corp., an
Ohio corporation (the "Company"), to register an additional 1,000,000 shares
of common stock, par value $0.10 per share, of the Company and an additional
$75,000,000 in principal amount of Deferred Compensation Obligations of the
Company. The contents of the following Registration Statements of the Company
are hereby incorporated herein by reference: (i) the Company's Registration
Statement on Form S-8 (filed on June 21, 1999), including all exhibits
attached thereto, and Post-Effective Amendment No. 1 to Form S-8 (filed on
June 30, 1999), both filed as Registration No. 333-81183; and (ii) the
Company's Registration Statement on Form S-8 (filed on February 23, 2001),
including all exhibits attached thereto, filed as Registration No. 333-56094.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by the Company with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 2000, as amended;
(2) The Company's Quarterly Reports on Form 10-Q for the quarters
ended June 30, 2001 and March 31, 2001;
(3) The Company's Current Report on Form 8-K, dated October 29,
2001;
(4) The Company's Current Report on Form 8-K, dated October 18,
2001;
(5) The description of the Company's common stock contained in the
Company's Registration Statement on Form S-4, Amendment No.
1 (Registration No. 333-46444), filed with the Commission on
October 13, 2000, and any amendment or report filed for the
purpose of updating such description; and
(6) The description of the Share Purchase Rights of the Company
contained in the Company's Current Report on Form 8-K, dated
November 18, 1997, and any amendment or report filed for the
purpose of updating that description.
All documents, filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), subsequent to the filing of this
Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration
Statement and made a part hereof from their respective dates of
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filing (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document 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
Incorporated Document 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.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities being registered will be verified by
Leila L. Vespoli, Esq., the Company's Vice President and General Counsel.
As of October 10, 2001, Ms. Vespoli owned 3,682 shares of the Company's
common stock. Ms. Vespoli is eligible to participate in the FirstEnergy
Corp. Executive Deferred Compensation Plan, pursuant to which some of the
Deferred Compensation Obligations and the Company's common stock will be
issued.
Item 8. Exhibits.
The exhibits listed on the accompanying Exhibit Index are filed or
incorporated by reference as part of this Registration Statement.
4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 Akron, State of Ohio, on this 5th
day of November, 2001.
FIRSTENERGY CORP.
By: /s/ Nancy C. Ashcom
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Nancy C. Ashcom
Corporate Secretary (Duly Authorized
Officer)
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons
in the capacities indicated on this 5th day of November, 2001.
Signature Title
* Chairman of the Board, Chief Executive Officer
----------------------- and a Director (Principal Executive Officer)
H. Peter Burg
* President and Director
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Anthony J. Alexander
* Vice President and Chief Financial Officer
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Richard H. Marsh (Principal Financial Officer)
* Controller
----------------------- (Principal Accounting Officer)
Harvey L. Wagner
* Director
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Dr. Carol A. Cartwright
* Director
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William F. Conway
* Director
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Robert B. Heisler, Jr.
* Director
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Robert L. Loughhead
* Director
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Russell W. Maier
5
* Director
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Paul J. Powers
* Director
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Robert C. Savage
* Director
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George M. Smart
* Director
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Jesse T. Williams, Sr.
*By: /s/ Nancy C. Ashcom
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Nancy C. Ashcom
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit No. Description of Document
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4(a) Amended Articles of Incorporation of FirstEnergy Corp.
(physically filed and designated in the Registration
Statement on Form S-4 (Registration No. 333-21011) as
Exhibit (3)-1).*
4(b) Amended Code of Regulations of FirstEnergy Corp.
(physically filed and designated in the Registration
Statement on Form S-4 (Registration No. 333-21011) as
Exhibit (3)-2).*
4(c) Form of Common Stock Certificate (physically filed and
designated in the Registration Statement on Form S-3/A
(Registration No. 333-40063) as Exhibit 4(c)).*
4(d) Rights Agreement, dated as of November 18, 1997,
between FirstEnergy Corp. and The Bank of New York and
form of Right Certificate (physically filed and
designated in the Current Report on Form 8-K, dated
November 18, 1997, as Exhibit 4.1).*
4(e) FirstEnergy Corp. Executive Deferred Compensation Plan
(physically filed and designated in the Registration
Statement on Form S-8 (Registration No. 333-81183) as
Exhibit 4(e)).*
4(f) Amended FirstEnergy Corp. Deferred Compensation Plan
for Directors, revised November 15, 1999 (physically
filed and designated in the Company's Form 10-K for the
year ended December 31, 1999 as Exhibit 10.2).*
5 Opinion of Leila L. Vespoli, Esq., Vice President and
General Counsel for the Company, as to the validity of
the securities being registered. (x)
15 Letter of Arthur Andersen LLP to the Company regarding
unaudited interim financial information. (x)
23(a) Consent of Leila L. Vespoli, Esq. (included in Exhibit
5).
23(b) Consent of Independent Public Accountants, Arthur
Andersen LLP. (x)
24 Power of Attorney. (x)
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* Incorporated herein by reference.
(x) Filed herewith.
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