Edison International Equity Compensation Plan S-8
As filed with the Securities and Exchange Commission on May 24, 2004
FILE NO. 333-_____________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EDISON INTERNATIONAL
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA
(State or Other Jurisdiction of Incorporation or Organization)
95-4137452
(I.R.S. Employer Identification No.)
2244 Walnut Grove Avenue (P.O. Box 999) 91770
Rosemead, California (Zip Code)
(Address of Principal Executive Offices)
EDISON INTERNATIONAL EQUITY COMPENSATION PLAN
(Full Title of the Plan)
Kenneth S. Stewart, Assistant General Counsel
2244 Walnut Grove Avenue (P.O. Box 800)
Rosemead, California 91770
(Name and Address of Agent for Service)
(626) 302-6601
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed Amount
Title of Each Class Amount Maximum Maximum of
of Securities To Be Offering Price Aggregate Registration
To Be Registered(1) Registered(1) Per Share(2) Offering Price(2) Fee
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Common Stock, no par value 5,000,000 shares $22.7711 $113,855,500 $14,425.50
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Rights to Purchase Series A Junior
Participating Cumulative Preferred Stock,
without par value, of Edison International(3)
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this
registration statement also covers additional securities to be offered or issued in connection with terms
of the Edison International Equity Compensation Plan (the "Plan") providing for proportionate adjustment of
the amount of securities being offered or issued in the event of stock splits or other transactions
specified in the Plan.
(2) Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act, solely for the purpose of
calculating the registration fee, on the basis of the average of the high and low prices of Edison
International Common Stock reported in the consolidated reporting system as of May 19, 2004.
(3) The Rights are initially carried and traded with the Common Stock. The value attributable to the Rights,
if any, is reflected in the value of the Common Stock.
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EXPLANATORY NOTE
In accordance with General Instruction E of Form S-8, Edison International (the "Registrant")
is registering additional shares of Common Stock pursuant to the Edison International Equity Compensation Plan
(the "Plan"). The Registrant currently has an effective registration statement filed on Form S-8 relating to the
Plan which registered securities of the same class as those being registered herewith filed with the Securities
and Exchange Commission on April 17, 1998. The Registrant incorporates by reference that registration statement
on Form S-8 (File No. 333-50443), which is made a part hereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
See Exhibit Index.
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SIGNATURES
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
Rosemead, State of California, on May 21, 2004.
EDISON INTERNATIONAL
By: /s/ Kenneth S. Stewart
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Kenneth S. Stewart
Assistant General Counsel
Pursuant to the requirements of the Securities Act, this registration statement has been signed below by
the following persons in the capacities and on the dates indicated.
Signature Title Date
Principal Executive Officer:
John E. Bryson* Chairman of the Board, President, May 21, 2004
Chief Executive Officer and Director
Principal Financial Officer:
Theodore F. Craver, Jr.* Executive Vice President, Chief May 21, 2004
Financial Officer and Treasurer
Controller or Principal Accounting Officer:
Thomas M. Noonan* Vice President and Controller May 21, 2004
Majority of the Board of Directors:
John E. Bryson* Director May 21, 2004
France A. Cordova* Director May 21, 2004
Bradford M. Freeman* Director May 21, 2004
Bruce Karatz* Director May 21, 2004
Luis G. Nogales* Director May 21, 2004
Ronald L. Olson* Director May 21, 2004
James M. Rosser* Director May 21, 2004
Richard T. Schlosberg, III* Director May 21, 2004
Robert H. Smith* Director May 21, 2004
Thomas C. Sutton* Director May 21, 2004
* By: /s/ Kenneth S. Stewart
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(Kenneth S. Stewart, Attorney-in-Fact)
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EXHIBIT INDEX
Exhibit Description of Exhibit
Number
4.1 Equity Compensation Plan as restated effective January 1, 1998 (File No. 1-9936, filed as
Exhibit 10.1 to Edison International Form 10-Q for the quarter ended June 30, 1998)*
4.2 Equity Compensation Plan Amendment No. 1, effective May 18, 2000 (File No. 1-9936, filed as
Exhibit 10.4 to Edison International Form 10-Q for the quarter ended June 30, 2000)*
4.3 Restated Articles of Incorporation of Edison International effective May 9, 1996 (File No.
1-9936, filed as Exhibit 3.1 to Edison International Form 10-K for the year ended December 31,
1998)*
4.4 Amended Bylaws of Edison International as adopted by the Board of Directors effective May 20,
2004 (File No. 1-9936, filed as Exhibit 3 to Edison International Form 8-K filed May 21,
2004)*
4.5 Certificate of Determination of Series A Junior Participating Cumulative Preferred Stock of
Edison International dated November 21, 1996 (File No. 1-9936, filed as Exhibit 4.2 to Edison
International Form 8-A filed November 22, 1996)*
5 Opinion of Counsel
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
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* Incorporated by reference pursuant to Rule 411(c) under the Securities Act of 1933.
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