View:
As filed with the Securities and Exchange Commission on
January 2, 1996.
Registration No. 33-7108
- ----------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT
ON FORM S-8
under
The Securities Act of 1933
ENOVA CORPORATION
(Exact name of registrant as specified in its charter)
California 33-0643023
- -------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 Ash Street
San Diego, California 92101
- --------------------------- --------------------------
(Address of Principal (Zip Code)
Executive Offices)
1986 LONG-TERM INCENTIVE PLAN
------------------------------------------------
(Full title of the plan)
DAVID R. CLARK
Assistant General Counsel and Assistant Secretary
Enova Corporation
101 Ash Street
San Diego, California 92101
(619) 696-2000
---------------------------------
(Name, address and telephone
number, including area code,
of agent for service)
-------------------
This Post-Effective Amendment No. 1 to Registration
Statement shall become effective upon filing in accordance
with Rule 464 under the Securities Act of 1933.
ADOPTION OF PREDECESSOR ISSUER'S REGISTRATION STATEMENT
Enova Corporation ("Registrant" - formerly known as
SDO Parent Co., Inc.) is the successor issuer to the
Common Stock, without par value, of San Diego Gas &
Electric Company ("SDG&E"). On January 1, 1996, the
Registrant became the parent company of SDG&E and the
issued and outstanding shares of SDG&E Common Stock were
exchanged, on a share-for-share basis, for the Common
Stock, without par value, of the Registrant. This Post-
Effective Amendment No. 1 to SDG&E's Registration
Statement on Form S-8 (No. 33-7108) is filed pursuant to
Rule 414(d) under the Securities Act of 1933, as amended
(the "Securities Act"). The Registrant expressly adopts
such Registration Statement as its own for all purposes of
the Securities Act and the Securities Exchange Act of
1934, as amended (the "Exchange Act").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
*Item 1. PLAN INFORMATION.
*Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.
_______________________
* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities
Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents, filed by the Registrant or
SDG&E with the Securities and Exchange Commission (the
"SEC") are incorporated by reference in this Registration
Statement:
(a) SDG&E's Annual Report on Form 10-K for the year
ended December 31, 1994;
(b) All other reports filed pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31,
1994; and
(c) The description of the Registrant's Common
Stock, without par value (the "Common Stock"), contained
in the Registrant's registration statement for the Common
Stock filed under the Exchange Act (File No. 1-11439) and
declared effective on December 27, 1995, including any
amendment or report filed for the purpose of updating such
description.
In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-
effective amendment 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 to be a
part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
1
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 317 of the Corporations Code of the State of
California permits a corporation to provide
indemnification to its directors and officers under
certain circumstances. The Restated Articles of
Incorporation and the Bylaws of the Registrant eliminate
the liability of directors for monetary damages to the
fullest extent permissible under California law and
provide that indemnification for liability for monetary
damages incurred by directors, officers and other agents
of the Registrant shall be allowed, subject to certain
limitations, in excess of the indemnification otherwise
permissible under California law. The Registrant
maintains liability insurance, and the Registrant is also
insured against loss for which it may be required or
permitted by law to indemnify its directors and officers
for their related acts.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to
this Registration Statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
(iii) To include any material
information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any
material change to such information in this Registration
Statement;
2
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange
Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the SEC such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by
a director, officer or controlling person of the
Registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
3
SIGNATURES
THE REGISTRANT
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 Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California,
on December 29, 1995.
ENOVA CORPORATION, a California
corporation
By: */s/ Thomas A. Page
-----------------------------
Thomas A. Page
Chairman of the Board, Chief
Executive Officer and President
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment No. 1 to Registration
Statement has been signed by the following persons in the
capacities and on the date indicated:
Signature Title Date
--------- ----- ----
*/s/ Thomas A. Page Chairman of the Board, December 29, 1995
- --------------------- Chief Executive Officer
Thomas A. Page and President (Principal
Executive Officer)
*/s/ David R. Kuzma Senior Vice President December 29, 1995
- ---------------------- and Chief Financial
David R. Kuzma Officer (Principal
Financial Officer)
*/s/ Frank H. Ault Vice President, December 29, 1995
- ---------------------- Controller (Principal
Frank H. Ault Accounting Officer)
Directors (other than Mr. Page):
*/s/Richard C. Atkinson Director December 29, 1995
- -------------------------
Richard C. Atkinson
*/s/ Ann Burr Director December 29, 1995
- -------------------------
Ann Burr
4
*/s/ Richard A. Collato Director December 29, 1995
- -------------------------
Richard A. Collato
*/s/ Daniel W. Derbes Director December 29, 1995
- -------------------------
Daniel W. Derbes
*/s/Catherine T. Fitzgerald Director December 29, 1995
- ---------------------------
Catherine T. Fitzgerald
*/s/ Robert H. Goldsmith Director December 29, 1995
- ---------------------------
Robert H. Goldsmith
*/s/ William D. Jones Director December 29, 1995
- ---------------------------
William D. Jones
*/s/ Ralph R. Ocampo Director December 29, 1995
- ---------------------------
Ralph R. Ocampo
*/s/ Thomas C. Stickel Director December 29, 1995
- ---------------------------
Thomas C. Stickel
*By: /s/ David R. Snyder
- --------------------------
Attorney-in-Fact
5
INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
- ------ ------- -------------
2.0 Agreement of Merger (causing the -
Registrant to become the holding
company of SDG&E) (incorporated by
reference to the Registration Statement
on Form 8-B/A of the Registrant (No. 001-
11439)(Exhibit 2.0)).
3.1 Registrant's Restated Articles of -
Incorporation (incorporated by reference
to the Registration Statement on
Form 8-B/A of the Registrant (No. 001-
11439)(Exhibit 3.1)).
3.2 Registrant's Bylaws (incorporated by -
reference to the Registration Statement
on Form 8-B/A of the Registrant (No.
001-11439)(Exhibit 3.2)).
*5 Opinion of Paul, Hastings, Janofsky -
& Walker.
23.1 Consent of Deloitte & Touche LLP.
*23.2 Consent of Paul, Hastings, Janofsky -
& Walker (included as part of Exhibit
5).
24.1 Power of Attorney for Members of
the Board of Directors of the Registrant.
24.2 Power of Attorney for Certain Officers
of the Registrant.
99.1 1986 Long-Term Incentive Plan (incor- -
porated by reference to the Proxy
Statement/Prospectus portion of the
Registration Statement of SDG&E on
Form S-4 (No. 33-57007)(Exhibit D)).
_________
* Previously filed with the original Registration
Statement.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Post-Effective Amendment No. 1 to Registration
Statement No. 33-7108 of Enova Corporation on Form S-8
of our reports dated February 27, 1995 (which reports
contain an emphasis paragraph referring to the
consideration by San Diego Gas & Electric Company of
alternative strategies for Wahlco Environmental
Systems, Inc.), appearing in and incorporated by
reference in the Annual Report on Form 10-K of San
Diego Gas & Electric Company for the year ended
December 31, 1994.
/s/ DELOITTE & TOUCHE LLP
San Diego, California
January 2, 1996
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that
each of the undersigned constitutes and appoints Henry
P. Morse, Jr., David R. Clark and David R. Snyder, and
each of them, his or her true and lawful attorneys-in-
fact and agents, each with full power of substitution
and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to do
the following:
(1) execute post-effective amendments to the
registration statements of San Diego Gas & Electric
Company, a California corporation ("SDG&E"), which
registration statements register common stock of SDG&E
for issuance pursuant to SDG&E's common stock
investment plan or various employee benefit plans of
SDG&E (collectively, the "Existing Registration
Statements"), for the purpose of having SDO Parent Co.,
Inc., a California corporation ("ParentCo"), as the
"successor issuer" to SDG&E with respect to the common
stock of SDG&E and for purposes of Rule 414 of the
Securities Act of 1933, as amended (the "1933 Act"),
adopt such Existing Registration Statements as
registration statements of ParentCo for all purposes
under the 1933 Act and the Securities Exchange Act of
1934, as amended, and to file the same, with exhibits
thereto and other documents in connection therewith,
including any additional information necessary to
reflect any material changes made in connection with or
resulting from the succession of ParentCo (or necessary
to keep the Existing Registration Statements from being
misleading in any material respect), with the
Securities and Exchange Commission (the "SEC");
(2) execute a registration statement on Form S-4 in
respect of additional shares of common stock of
ParentCo which registration statement may be necessary
or advisable with respect to the proposed merger (the
"Merger") of SDG&E with San Diego Merger Company, a
wholly-owned second-tier subsidiary of SDG&E, by which
Merger ParentCo shall become the parent holding company
of SDG&E (which registration statement shall
incorporate by reference the prior registration
statement on Form S-4 of ParentCo filed in respect of
the Merger and declared effective by the SEC on March
1, 1995), and to file the same, with exhibits thereto
and other documents in connection therewith, with the
SEC; and
(3) execute any supplement or amendment to any of
the foregoing, and to file the same, with exhibits
thereto and other documents in connection therewith,
with the SEC;
granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and
perform each and every act and thing requisite and
necessary to be done, as fully to all
intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that each
of said attorneys-in-fact and agents or his or her
substitute or substitutes may lawfully do or cause to
be done by virtue hereof.
Dated: November 27, 1995 /s/ Thomas A. Page
------------------
Thomas A. Page
Dated: November 27, 1995 /s/ Richard C. Atkinson
-----------------------
Richard C. Atkinson
Dated: November 27, 1995 /s/ Ann Burr
------------
Ann Burr
Dated: November 27, 1995 /s/ Richard A. Collato
----------------------
Richard A. Collato
Dated: November 27, 1995 /s/ Daniel W. Derbes
--------------------
Daniel W. Derbes
Dated: November 27, 1995 /s/ Catherine T. Fitzgerald
---------------------------
Catherine T. Fitzgerald
Dated: November 27, 1995 /s/ Robert H. Goldsmith
-----------------------
Robert H. Goldsmith
Dated: November 27, 1995 /s/ William D. Jones
--------------------
William D. Jones
Dated: November 27, 1995 /s/ Ralph R. Ocampo
-------------------
Ralph R. Ocampo
Dated: November 27, 1995 /s/ Thomas C. Stickel
---------------------
Thomas C. Stickel
EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that
each of the undersigned constitutes and appoints Henry
P. Morse, Jr., David R. Clark and David R. Snyder, and
each of them, his or her true and lawful attorneys-in-
fact and agents, each with full power of substitution
and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to do
the following:
(1) execute post-effective amendments to the
registration statements of San Diego Gas & Electric
Company, a California corporation ("SDG&E"), which
registration statements register common stock of SDG&E
for issuance pursuant to SDG&E's common stock
investment plan or various employee benefit plans of
SDG&E (collectively, the "Existing Registration
Statements"), for the purpose of having SDO Parent Co.,
Inc., a California corporation ("ParentCo"), as the
"successor issuer" to SDG&E with respect to the common
stock of SDG&E and for purposes of Rule 414 of the
Securities Act of 1933, as amended (the "1933 Act"),
adopt such Existing Registration Statements as
registration statements of ParentCo for all purposes
under the 1933 Act and the Securities Exchange Act of
1934, as amended, and to file the same, with exhibits
thereto and other documents in connection therewith,
including any additional information necessary to
reflect any material changes made in connection with or
resulting from the succession of ParentCo (or necessary
to keep the Existing Registration Statements from being
misleading in any material respect), with the
Securities and Exchange Commission (the "SEC");
(2) execute a registration statement on Form S-4 in
respect of additional shares of common stock of
ParentCo which registration statement may be necessary
or advisable with respect to the proposed merger (the
"Merger") of SDG&E with San Diego Merger Company, a
wholly-owned second-tier subsidiary of SDG&E, by which
Merger ParentCo shall become the parent holding company
of SDG&E (which registration statement shall
incorporate by reference the prior registration
statement on Form S-4 of ParentCo filed in respect of
the Merger and declared effective by the SEC on March
1, 1995), and to file the same, with exhibits thereto
and other documents in connection therewith, with the
SEC; and
(3) execute any supplement or amendment to any of
the foregoing, and to file the same, with exhibits
thereto and other documents in connection therewith,
with the SEC;
granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and
perform each and every act and thing requisite and
necessary to be done, as fully to all intents and
purposes as he or she might or could do in person,
hereby ratifying and confirming all that each of said
attorneys-in-fact and agents or his or her substitute
or substitutes may lawfully do or cause to be done by
virtue hereof.
Dated: November 27, 1995 /s/ David R. Kuzma
------------------
David R. Kuzma
Dated: November 27, 1995 /s/ Frank H. Ault
-----------------
Frank H. Ault