AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 2005
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)
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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 GROUP, INC. DEFERRED COMPENSATION PLAN
(Full title of the plan)
EDWARD F. TANCER, ESQ. THOMAS R. MCGUIGAN, P.A. ROBERT J. REGER, JR., ESQ.
VICE PRESIDENT & GENERAL COUNSEL SQUIRE, SANDERS & DEMPSEY L.L.P. THELEN REID & PRIEST LLP
FPL GROUP, INC. 1900 PHILLIPS POINT WEST 875 THIRD AVENUE
700 UNIVERSE BOULEVARD 777 SOUTH FLAGLER DRIVE NEW YORK, NEW YORK 10022
JUNO BEACH, FLORIDA 33408 WEST PALM BEACH, FLORIDA 33401 (212) 603-2000
(561) 694-4000 (561) 650-7200
(Names and addresses of agents for service)
(Telephone number, including area code, of agents for service)
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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 PER UNIT (1) OFFERING PRICE (1) FEE
----------------------------- ------------------ ----------------------- ---------------------- -------------------
Deferred Compensation $50,000,000 (2) N/A $50,000,000 $5,350
Obligations
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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").
(2) The Deferred Compensation Obligations (the "Obligations") are unsecured
obligations of FPL Group, Inc. to pay deferred compensation in the future
in accordance with the terms of the FPL Group, Inc. Deferred Compensation
Plan, as amended (the "Plan").
This Registration Statement shall become effective upon filing with the
Securities and Exchange Commission in accordance with Section 8(a) of the
Securities Act, and Rules 456 and 462 promulgated thereunder.
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STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
The registrant previously filed a Registration Statement on Form S-8 with the
Securities and Exchange Commission on September 29, 1999 (File No. 333-88067)
(the "1999 Form S-8") in connection with the registration of its deferred
compensation obligations under the FPL Group, Inc. Deferred Compensation Plan
(the "Plan").
Pursuant to General Instruction E to Form S-8, this Registration Statement is
filed by the registrant solely to register an additional $50,000,000 of deferred
compensation obligations pursuant to the terms of the Plan. Pursuant to General
Instruction E, and unless otherwise noted herein, this Registration Statement
incorporates by reference the contents of the 1999 Form S-8.
Item 8 Exhibits
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5 Opinion of Squire, Sanders & Dempsey L.L.P., counsel to the registrant.
23(a) Consent of Deloitte & Touche LLP, an independent registered public
accounting firm.
23(b) Consent of Squire, Sanders & Dempsey L.L.P. (included in opinion,
attached hereto as Exhibit 5).
24 Power of Attorney (included on the signature page of this Registration
Statement).
*99 FPL Group, Inc. Deferred Compensation Plan, amended and restated
effective January 1, 2003 (filed as Exhibit 10(k) to Form 10-K for the
year ended December 31, 2002, File No. 1-8841).
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*Incorporated herein by reference as indicated.
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 behalf, in any and all capacities stated below and to file with the
Securities and Exchange 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 behalf.
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
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Juno Beach, State of Florida, on the 19th day of
December, 2005.
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 of 1933, 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, December 19, 2005
------------------------ Chief Executive Officer and
Lewis Hay, III Director (Principal Executive
Officer)
/s/ Moray P. Dewhurst Vice President, Finance and Chief December 19, 2005
------------------------ Financial Officer (Principal
Moray P. Dewhurst Financial Officer)
/s/ K. Michael Davis Controller and Chief Accounting December 19, 2005
------------------------ Officer (Principal Accounting
K. Michael Davis Officer)
/s/ H. Jesse Arnelle Director December 19, 2005
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H. Jesse Arnelle
/s/ Sherry S. Barrat Director December 19, 2005
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Sherry S. Barrat
/s/ Robert M. Beall, II Director December 19, 2005
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Robert M. Beall, II
3
Signature Title Date
--------- ----- ----
/s/ J. Hyatt Brown Director December 19, 2005
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J. Hyatt Brown
/s/ James L. Camaren Director December 19, 2005
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James L. Camaren
/s/ J. Brian Ferguson Director December 19, 2005
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J. Brian Ferguson
/s/ Rudy E. Schupp Director December 19, 2005
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Rudy E. Schupp
/s/ Michael H. Thaman Director December 19, 2005
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Michael H. Thaman
/s/ Hansel E. Tookes II Director December 19, 2005
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Hansel E. Tookes II
/s/ Paul R. Tregurtha Director December 19, 2005
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Paul R. Tregurtha
/s/ Frank G. Zarb Director December 19, 2005
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Frank G. Zarb
4
EXHIBIT INDEX
EXHIBIT
NO.
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5 Opinion of Squire, Sanders & Dempsey L.L.P., counsel to the registrant.
23(a) Consent of Deloitte & Touche LLP, an independent registered public
accounting firm.
23(b) Consent of Squire, Sanders & Dempsey L.L.P. (included in opinion, attached
hereto as Exhibit 5).
24 Power of Attorney (included on the signature page of this Registration
Statement).