As filed with the Securities and Exchange Commission on November 15, 2001
Registration No. 333-31808
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE SOUTHERN COMPANY
(Exact name of issuer as specified in its charter)
Delaware 58-0690070
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
270 Peachtree Street, N.W. 30303
Atlanta, Georgia (Zip Code)
(Address of principal executive offices)
SOUTHERN COMPANY PERFORMANCE STOCK PLAN
(Full title of the plan)
TOMMY CHISOLM, Secretary
THE SOUTHERN COMPANY
270 Peachtree Street, N.W.
Atlanta, Georgia 30303
(Name and address of agent for service)
(404) 506-0540
(Telephone number, including area code, of agent for service)
The Commission is requested to mail signed copies of all
orders, notices and communications to:
GALE E. KLAPPA JOHN D. McLANAHAN
Executive Vice President TROUTMAN SANDERS LLP
THE SOUTHERN COMPANY 600 Peachtree Street, N.E.
270 Peachtree Street, N.W. Suite 5200
Atlanta, Georgia 30303 Atlanta, Georgia 30308-2216
CALCULATION OF REGISTRATION FEE
========================== ======================== ======================== ======================== ========================
Proposed Proposed
Title of Each Class Amount Maximum Maximum Amount of
of Securities to be Aggregate Price Aggregate Registration
to be Registered(1) Registered (1) Per Unit (1) Offering Price (1) Fee (1)
-------------------------- ------------------------ ------------------------ ------------------------ ------------------------
N/A N/A N/A N/A N/A
========================== ======================== ======================== ======================== ========================
(1) This Post-Effective Amendment amends Registration Statement No.
333-31808 to clarify that Registration Statement No. 333-31808
registers securities to be offered pursuant to terms which provide for
a change in the amount of securities being offered or issued to
prevent dilution resulting from stock splits, stock dividends or
similar transactions.
Post-Effective Amendment No. 1
The Southern Company (the "Company") is filing this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 (Registration No.
333-31808) (the "Registration Statement"), covering shares of common stock, par
value $5 per share ("Shares"), of the Company offered pursuant to the Southern
Company Performance Stock Plan (the "Plan"). This Post-Effective Amendment No. 1
is filed in accordance with Rule 416(b) under the Securities Act of 1933, as
amended (the "1933 Act"), to clarify that the Registration Statement registers
securities to be offered pursuant to terms which provide for a change in the
amount of securities being offered or issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions
Effective April 2, 2001, the Company completed the spin-off of Mirant
Corporation, triggering the anti-dilution provisions of the Plan, and, as a
result, the number of shares registered on the Registration Statement totaling
18,594,751 was increased to 29,467,102.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are incorporated by reference in this
registration statement; and all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, 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.
(a) (1) The registrant's Annual Report on Form 10-K for the year ended
December 31, 2000.
(b) (1) The registrant's Current Reports on Form 8-K dated February 28,
2001 and April 2, 2001.
(2) The registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2001, June 30, 2001 and September 30, 2001.
(c) The description of the registrant's common stock contained in
Registration No. 333-64871 filed under the Securities Act of 1933.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Not Applicable.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number
4(a) Composite Certificate of Incorporation of the Company
reflecting all amendments to date. (Designated in
Registration No. 33-3546 as Exhibit 4 (a), in Certificate of
Notification, File No. 70-7341, as Exhibit A and in
Certificate of Notification, File No. 70-8181, as Exhibit
A.)
4(b) By-Laws of the Company as amended effective October 21,
1991, and as presently in effect. (Designated in Form U-1,
File No. 70-8181, as Exhibit A-2.)
4(c) Southern Company Performance Stock Plan, Amended and
Restated effective January 1, 2000.
5(a) Opinion of Troutman Sanders LLP, counsel to the Company.*
23(a) The consent of Troutman Sanders LLP is contained in Exhibit
5 (a).*
23(b) Consent of Arthur Andersen LLP.
24 Powers of Attorney and Resolution.*
* Previously filed.
Exhibits listed above which have heretofore been filed with the
Securities and Exchange Commission and which were designated as noted above are
hereby incorporated herein by reference and made a part hereof with the same
effect as if filed herewith.
Item 9. Undertakings.
Not Applicable.
SIGNATURES
Pursuant to the requirements of the 1933 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 amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Atlanta,
Georgia on November 15, 2001.
THE SOUTHERN COMPANY
By: /s/H. Allen Franklin
H. Allen Franklin
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the 1933 Act, this amendment to
Registration Statement No. 333-31808 has been signed by the following persons in
the capacities and on the date indicated
SIGNATURE
By: /s/H. Allen Franklin Date: November 15, 2001
H. Allen Franklin
Director, Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
By: /s/Gale E. Klappa Date: November 15, 2001
Gale E. Klappa
Executive Vice President, Chief
Financial Officer and Treasurer
(Principal Financial Officer)
W. Dean Hudson Comptroller
(Principal Accounting Officer)
Dorrit J. Bern )
Thomas F. Chapman )
H. Allen Franklin )
L.G. Hardman III ) Directors
Elmer B. Harris )
Donald M. James )
Zack T. Pate )
Gerald J. St. Pe )
By: /s/Wayne Boston Date: November 15, 2001
Wayne Boston
Attorney-in-Fact