eixforms-8
As filed with the Securities and Exchange Commission on August 12, 2009
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 976) 91770
Rosemead, California (Zip Code)
(Address of Principal Executive Offices)
EDISON INTERNATIONAL
2007 PERFORMANCE INCENTIVE PLAN
(Full title of the Plan)
Michael A. Henry
Senior Attorney
2244 Walnut Grove Avenue (P.O. Box 976)
Rosemead, California 91770
(Name and address of agent for service)
(626) 302-4328
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed Amount
Amount maximum maximum of
Title of securities to be offering price aggregate registration
to be registered(1) registered per share(2) offering price(2) fee
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Common Stock, no par value 13,000,000 shs.$31.325 $407,225,000 $22,723.00
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers additional securities to be offered or issued in
connection with the terms of the Edison International 2007 Performance Incentive 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), 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 August
6, 2009.
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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 2007 Performance Incentive 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 23, 2007. The Registrant incorporates by reference that
registration statement on Form S-8 (File No. 333-142289), 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 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 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Rosemead, State of California,
on the 12th day of August, 2009.
EDISON INTERNATIONAL
By /s/ W. James Scilacci
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W. James Scilacci
Executive Vice President, Chief
Financial Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
Principal Executive Officer:
Theodore F. Craver, Jr. * Chairman of the Board,
President, Chief Executive
Officer and Director August 12, 2009
Principal Financial Officer:
W. James Scilacci* Executive Vice President,
Chief Financial Officer,
and Treasurer August 12, 2009
Controller or Principal Accounting Officer:
By /s/ Mark C. Clarke
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Mark C. Clarke
Vice President and
Controller August 12, 2009
Board of Directors:
Vanessa C.L. Chang* Director August 12, 2009
France A. Cordova* Director August 12, 2009
Charles B. Curtis* Director August 12, 2009
Bradford M. Freeman* Director August 12, 2009
Luis G. Nogales* Director August 12, 2009
Ronald L. Olson* Director August 12, 2009
James M. Rosser* Director August 12, 2009
Richard T. Schlosberg, III* Director August 12, 2009
Thomas C. Sutton* Director August 12, 2009
Brett White* Director August 12, 2009
*By /s/ Michael A. Henry
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(Michael A. Henry, Attorney-in-Fact)
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EXHIBIT INDEX
Exhibit
Number Description
4.1 Restated Articles of Incorporation of Edison International dated December 19, 2006
(File No. 1-9936 filed as Exhibit 3.1 to Form 10-K for the year ended December 31,
2006)*
4.2 Amended Bylaws of Edison International as adopted by the Board of Directors on
December 11, 2008 (File No. 1-9936, filed as Exhibit 3.2 to Form 10-K for the year
ended December 31, 2008)*
5 Opinion of Counsel
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney
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* Incorporated by reference pursuant to Rule 411(c) under the Securities Act of 1933.