AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 12, 2002
REGISTRATION STATEMENT NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FPL GROUP, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-2449419
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 UNIVERSE BOULEVARD
JUNO BEACH, FLORIDA 33408
(Address of Principal Executive Office) (Zip Code)
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FPL ENERGY OPERATING SERVICES, INC. EMPLOYEE THRIFT PLAN
(Full title of the plan)
DENNIS P. COYLE JEFFREY I. MULLENS, P.A. ROBERT J. REGER, JR., ESQ.
GENERAL COUNSEL AND SECRETARY STEEL HECTOR & DAVIS LLP THELEN REID & PRIEST LLP
FPL GROUP, INC. 1900 PHILLIPS POINT WEST 40 WEST 57TH STREET
700 UNIVERSE BOULEVARD 777 SOUTH FLAGLER DRIVE NEW YORK, NEW YORK 10019-4097
JUNO BEACH, FLORIDA 33408 WEST PALM BEACH, FLORIDA 33401-6198 (212) 603-2000
(561) 694-4000 (561) 650-7257
(Names and addresses of agents for service)
(Telephone number, including area code, of agents for service)
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Copies to:
THOMAS R. MCGUIGAN, P.A.
STEEL HECTOR & DAVIS LLP
200 SOUTH BISCAYNE BOULEVARD
MIAMI, FLORIDA 33131-2398
(305) 577-2850
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH AMOUNT MAXIMUM MAXIMUM AMOUNT OF
CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(5) PER SHARE(1) OFFERING PRICE(1) FEE
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Common Stock, $.01 par 50,000(2) $51.56 $2,578,000 $238
value
Preferred Stock Purchase 50,000(3) (4)
Rights
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended
(the "Securities Act"), based upon the average of the high and low sale
prices of the Common Stock on February 7, 2002 on the New York Stock
Exchange Composite Tape.
(2) This Registration Statement also relates to such indeterminate number of
additional shares of Common Stock of FPL Group, Inc. (the "Registrant") as
may be issuable as a result of stock splits, stock dividends,
recapitalizations, mergers, reorganizations, combinations or exchange of
shares or other similar events.
(3) The Preferred Share Purchase Rights (the "Rights") are attached to and
will trade with the Common Stock. The value attributable to the Rights, if
any, is reflected in the market price of the Common Stock.
(4) Since no separate consideration is paid for the Rights, the registration
fee for such securities is included in the registration fee for the Common
Stock.
(5) In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
This Registration Statement shall become effective upon filing with the
Securities and Exchange Commission (the "Commission") in accordance with
Section 8(a) of the Securities Act, and Rules 456 and 462 promulgated
thereunder.
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This Registration Statement on Form S-8 registers additional securities of the
same class as other securities for which a registration statement on Form S-8
relating to the FPL Energy Operating Services, Inc. Employee Thrift Plan (the
"Plan", formerly named the FPL Energy Operating Services, Inc. Employees Savings
Plan) is effective. Accordingly, pursuant to General Instruction E to Form S-8,
the contents of Registration Statement No. 333-79305 registering shares under
the Plan, filed with the Commission on May 26, 1999, as amended, are
incorporated herein by reference.
Item 8 Exhibits
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4(a) Bylaws of Registrant as amended February 12, 2001 (filed as
Exhibit 3(ii)(a) to Form 10-K for the year ended December 31, 2000,
File No. 1-8841).
4(b) Amendment to Rights Agreement, dated as of July 30, 2000, between
Registrant and EquiServe Trust Company, N.A., as successor to Fleet
National Bank (formerly known as The First National Bank of Boston) as
the Rights Agent (filed as Exhibit 2 to Form 8-A/A dated July 31, 2000,
File No. 1-8841).
5 Opinion of Steel Hector & Davis LLP.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Steel Hector & Davis LLP (included in Exhibit 5 to this
Registration Statement).
24 Power of Attorney (included on signature pages of this Registration
Statement).
2
POWER OF ATTORNEY
Each director and/or officer of the Registrant whose signature appears
below hereby appoints the agents for service named in this Registration
Statement, and each of them severally, as his attorney-in-fact to sign in his
name and on his behalf, in any and all capacities stated below and to file with
the Commission any and all amendments, including post-effective amendments, to
this Registration Statement, and the Registrant hereby also appoints each such
agent for service as its attorney-in-fact with like authority to sign and file
any such amendments in its name and on its behalf.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act, 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 Juno Beach, State of Florida, on this 12th day of
February, 2002.
FPL GROUP, INC.
By: /s/ Lewis Hay III
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Lewis Hay III
Chairman of the Board, President,
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated:
Signature Title Date
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/s/ Lewis Hay III Chairman of the Board, President, Chief February 12, 2002
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Lewis Hay III Executive Officer and Director (Principal
Executive Officer)
/s/ Moray P. Dewhurst Vice President, Finance and Chief February 12, 2002
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Moray P. Dewhurst Financial Officer (Principal Financial
Officer)
/s/ K. Michael Davis Controller and Chief Accounting Officer February 12, 2002
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K. Michael Davis (Principal Accounting Officer)
/s/ H. Jesse Arnelle Director February 12, 2002
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H. Jesse Arnelle
3
/s/ Sherry S. Barrat Director February 12, 2002
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Sherry S. Barrat
/s/ Robert M. Beall, II Director February 12, 2002
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Robert M. Beall, II
/s/ J. Hyatt Brown Director February 12, 2002
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J. Hyatt Brown
/s/ Armando M. Codina Director February 12, 2002
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Armando M. Codina
/s/ Willard D. Dover Director February 12, 2002
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Willard D. Dover
Director
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Alexander W. Dreyfoos Jr.
/s/ Paul J. Evanson Director February 12, 2002
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Paul J. Evanson
/s/ Frederic V. Malek Director February 12, 2002
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Frederic V. Malek
/s/ Paul R. Tregurtha Director February 12, 2002
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Paul R. Tregurtha
4
THE PLAN. Pursuant to the requirements of the Securities Act, 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 Juno Beach, State of Florida, on this 12th day
of February, 2002.
FPL ENERGY OPERATING SERVICES, INC.
EMPLOYEE THRIFT PLAN
By: Employee Benefits Plan Administrative Committee
By: /s/ James K. Peterson
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James K. Peterson, Chairman
5
EXHIBIT INDEX
EXHIBIT
NO.
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5 Opinion of Steel Hector & Davis LLP.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Steel Hector & Davis LLP (included in Exhibit 5 to this
Registration Statement).
24 Power of Attorney (included on signature pages of this Registration
Statement).