Unassociated Document
As
filed
with the Securities and Exchange Commission on May 9, 2007
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GREAT
PLAINS ENERGY INCORPORATED
(Exact
name of registrant as specified in its charter)
|
Missouri
|
43-1916803
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer
Identification
Number)
|
| |
|
|
1201
Walnut Street
Kansas
City, Missouri
|
64106
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Long-Term
Incentive Plan
(Full
title of the plan)
_____________________
MARK
G. ENGLISH
GENERAL
COUNSEL AND ASSISTANT SECRETARY
1201
WALNUT STREET
KANSAS
CITY, MISSOURI 64106-2124
(Name
and
address of agent for service)
(816)
556-2200
(Telephone
number, including area code, of agent for service)
CALCULATION
OF REGISTRATION FEE
|
Title
of Each Class of Securities To Be Registered
|
Amount
to be Registered(1)
|
Proposed
Maximum Offering Price Per Share (2)(3)
|
Proposed
Maximum Aggregate Offering Price (2)(3)
|
Amount
of Registration Fee(4)
|
|
Common
Stock, no par value:
Shares
available for future grants under
the
Plan
|
3,436,647
shares
|
$32.61
|
$112,069,058.67
|
$3,440.52
|
| |
|
|
|
|
(1) Pursuant
to Rule 416(c) under the Securities Act of 1933, as amended, this Registration
Statement also covers additional shares that may become issuable under the
Plan
(as defined below) by reason of certain corporate transactions or events,
including any stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results in
an
increase in the number of the Company's outstanding shares of Common
Stock.
(2) The
estimated exercise price of $32.61 per share was computed in accordance with
paragraphs (c) and (h) of Rule 457 under the Securities Act by averaging the
high and low sales prices of Great Plains Energy Incorporated Common Stock
as
quoted on the New York Stock Exchange on May 3, 2007.
(3) Estimated
solely for the purpose of calculating the registration fee.
(4) The
Registrant previously paid a registration fee of $20,625 to register 1,500,000
shares of Common Stock for issuance under the Long Term Incentive Plan on a
Form
S-8 Registration Statement (File No. 33-45618), 1,436,647 (after giving effect
to a two-for-one stock split subsequent to the filing of the Registration
Statement) of which remain unissued. In accordance with General Instruction
E of
Form S-8, the registration fee has only been paid with respect to the additional
two million shares of Common Stock being registered hereunder.
EXPLANATORY
NOTE
The
purpose of this Registration Statement is to register additional shares of
Common Stock, no par value (the "Common Stock"), of Great Plains Energy
Incorporated, a Missouri corporation (the "Company"), for issuance under the
Company’s Long-Term Incentive Plan (the "Plan"), as amended effective as of May
1, 2007. In accordance with General Instruction E of Form S-8, the contents
of
the Registrant's Registration Statement on Form S-8 (File No. 33-45618) filed
with the Securities and Exchange Commission (the "Commission") on February
11,
1992, as amended by Post-Effective Amendment No. 1 filed with the Commission
on
October 1, 2001, are incorporated herein by reference and the information
required by Part II is omitted, except as supplemented by the information set
forth below.
PART
I
Item
1. Plan Information.**
Item
2. Registrant Information and Employee Plan Annual
Information.**
**
The
documents containing the information specified in Part I of Form S-8 will be
delivered to participants in the Plan, covered by this Registration Statement,
in accordance with Form S-8 and Rule 428(b)(1) under the Securities Act of
1933,
as amended (the "Securities Act"). Such documents are not required to be, and
are not, filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents and
the
documents incorporated by reference into this Registration Statement pursuant
to
Item 3 of Part II of this Registration Statement, taken together, constitute
a
prospectus that meets the requirements of Section 10(a) of the Securities
Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation
of Documents by Reference.
The
following documents filed with the Commission by the Company, pursuant to the
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this Registration Statement:
(a) The
Company's annual report on Form 10-K for the year ended December 31, 2006,
filed
with the Commission on February 27, 2007;
(b) The
Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2007,
filed with the Commission on May 9, 2007;
(b) The
Company’s current reports on Form 8-K filed with the Commission on February 2,
2007, February 8, 2007, February 12, 2007, March 1, 2007, March 2, 2007, March
2, 2007, March 20, 2007, March 20, 2007, May 1, 2007, and May 4, 2007;
and
(c) The
description of the Company’s Common Stock included under the caption
"Description of Common Stock" in the Registration Statement on Form S-3 of
the
Company (Registration No. 333-133891) filed with the Commission on May 8, 2006,
including any amendment or report filed for the purpose of updating such
information.
All
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this Registration Statement, 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 herein and to be a
part
hereof from the date of filing of such documents with the Commission.
Any
statement contained in a document incorporated or deemed to be incorporated
by
reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in this Registration Statement, or in any other subsequently
filed document that also is or is deemed to be incorporated by reference in
this
Registration Statement, modifies or supersedes such prior statement. Any
statement contained in this Registration Statement shall be deemed to be
modified or superseded to the extent that a statement contained in a
subsequently filed document that is or is deemed to be incorporated by reference
in this Registration Statement modifies or supersedes such prior statement.
Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Upon
written or oral request, any of the documents incorporated by reference in
Item
3 of Part II of this Registration Statement (which documents are incorporated
by
reference in the Section 10(a) prospectus), other documents required to be
delivered to eligible employees pursuant to Rule 428(b) of the Securities Act
or
additional information about the Plan are available without charge to
participants by contacting Great Plains Energy Incorporated, 1201 Walnut Street,
Kansas City, Missouri 64106-2124 (Telephone No.: 816-556-2200) Attention: Senior
Vice President - Corporate Services and Corporate Secretary.
Item
4. Description of Securities.
The
Company's common stock has been registered under Section 12 of the Exchange
Act.
Item
5. Interests of Named Experts and Counsel.
The
validity of the shares of common stock offered hereby has been passed upon
for
us by Mark English, our General Counsel and Assistant Secretary. A copy of
this
opinion is attached as Exhibit 5 to this Registration Statement. At May 1,
2007,
Mr. English owned beneficially 6,317 shares of the Company’s common stock,
including restricted stock, and 6,479 performance shares, which may be paid
in
shares of common stock at a later date based on the performance of the Company.
Mr. English does participate in the Plan.
Item
6. Indemnification of Directors and Officers.
Missouri
Revised Statutes (“RSMo”) Section 351.355 (2006) provides as follows:
1. A
corporation created under the laws of this state may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative, other than an action by or in the right of
the
corporation, by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint
venture,
trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with such action,
suit, or proceeding if he or she acted in good faith and in a manner he or
she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination
of
any action, suit, or proceeding by judgment, order, settlement, conviction,
or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create
a
presumption that the person did not act in good faith and in a manner which
he
or she reasonably believed to be in or not opposed to the best interests of
the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.
2. The
corporation may indemnify any person who was or is a party or is threatened
to
be made a party to any threatened, pending or completed action or suit by or
in
the right of the corporation to procure a judgment in its favor by reason of
the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including attorneys' fees,
and amounts paid in settlement actually and reasonably incurred by him or her
in
connection with the defense or settlement of the action or suit if he or she
acted in good faith and in a manner he or she reasonably believed to be in
or
not opposed to the best interests of the corporation; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his or her duty to the corporation unless
and
only to the extent that the court in which the action or suit was brought
determines upon application that, despite the adjudication of liability and
in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
3. Except
as
otherwise provided in the articles of incorporation or the bylaws, to the extent
that a director, officer, employee or agent of the corporation has been
successful on the merits or otherwise in defense of any action, suit, or
proceeding referred to in subsections 1 and 2 of this section, or in defense
of
any claim, issue or matter therein, he or she shall be indemnified against
expenses, including attorneys' fees, actually and reasonably incurred by him
or
her in connection with the action, suit, or proceeding.
4. Any
indemnification under subsections 1 and 2 of this section, unless ordered by
a
court, shall be made by the corporation only as authorized in the specific
case
upon a determination that indemnification of the director, officer, employee
or
agent is proper in the circumstances because he or she has met the applicable
standard of conduct set forth in this section. The determination shall be made
by the board of directors by a majority vote of a quorum consisting of directors
who were not parties to the action, suit, or proceeding, or if such a quorum
is
not obtainable, or even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or by the
shareholders.
5. Expenses
incurred in defending any civil, criminal, administrative, or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of the action, suit, or proceeding as authorized by the board
of directors in the specific case upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount unless it
shall
ultimately be determined that he or she is entitled to be indemnified by the
corporation as authorized in this section.
6. The
indemnification provided by this section shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under the
articles of incorporation or bylaws or any agreement, vote of shareholders
or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
7. A
corporation created under the laws of this state shall have the power to give
any further indemnity, in addition to the indemnity authorized or contemplated
under other subsections of this section, including subsection 6, to any person
who is or was a director, officer, employee or agent, or to any person who
is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, provided such further indemnity is either (i) authorized, directed,
or provided for in the articles of incorporation of the corporation or any
duly
adopted amendment thereof or (ii) is authorized, directed, or provided for
in
any bylaw or agreement of the corporation which has been adopted by a vote
of
the shareholders of the corporation, and provided further that no such indemnity
shall indemnify any person from or on account of such person's conduct which
was
finally adjudged to have been knowingly fraudulent, deliberately dishonest
or
willful misconduct. Nothing in this subsection shall be deemed to limit the
power of the corporation under subsection 6 of this section to enact bylaws
or
to enter into agreements without shareholder adoption of the same.
8. The
corporation may purchase and maintain insurance or another arrangement on behalf
of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
or
her and incurred by him or her in any such capacity, or arising out of his
or
her status as such, whether or not the corporation would have the power to
indemnify him or her against such liability under the provisions of this
section. Without limiting the power of the corporation to procure or maintain
any kind of insurance or other arrangement the corporation may for the benefit
of persons indemnified by the corporation create a trust fund, establish any
form of self insurance, secure its indemnity obligation by grant of a security
interest or other lien on the assets of the corporation, or establish a letter
of credit, guaranty, or surety arrangement. The insurance or other arrangement
may be procured, maintained, or established within the corporation or with
any
insurer or other person deemed appropriate by the board of directors regardless
of whether all or part of the stock or other securities of the insurer or other
person are owned in whole or in part by the corporation. In the absence of
fraud
the judgment of the board of directors as to the terms and conditions of the
insurance or other arrangement and the identity of the insurer or other person
participating in an arrangement shall be conclusive and the insurance or
arrangement shall not be voidable and shall not subject the directors approving
the insurance or arrangement to liability on any ground regardless of whether
directors participating in the approval are beneficiaries of the insurance
arrangement.
9. Any
provision of this chapter to the contrary notwithstanding, the provisions of
this section shall apply to all existing and new domestic corporations,
including but not limited to banks, trust companies, insurance companies,
building and loan associations, savings bank and safe deposit companies,
mortgage loan companies, corporations formed for benevolent, religious,
scientific or educational purposes and nonprofit corporations.
10. For
the
purpose of this section, references to "the corporation" include all constituent
corporations absorbed in a consolidation or merger as well as the resulting
or
surviving
corporation so that any person who is or
was a director, officer, employee or agent of such a constituent corporation
or
is or was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall stand in the same position under the provisions
of this section with respect to the resulting or surviving corporation as he
or
she would if he or she had served the resulting or surviving corporation in
the
same capacity.
11. For
purposes of this section, the term "other enterprise" shall include employee
benefit plans; the term "fines" shall include any excise taxes assessed on
a
person with respect to an employee benefit plan; and the term "serving at the
request of the corporation" shall include any service as a director, officer,
employee or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee, or agent with respect to an
employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner he or she reasonably believed to be in
the
interest of the participants and beneficiaries of an employee benefit plan
shall
be deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
The
officers and directors of the Company have entered into indemnification
agreements with the Company indemnifying such officers and directors to the
extent allowed under the above RSMo Section 351.355 (2005).
Article
XIII of the Articles of Incorporation of the Company provides as follows:
ARTICLE
THIRTEENTH.
(a) Right
to Indemnification.
Each
person who was or is made a party or is threatened to be made a party to any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director or
officer of the Company or is or was an employee of the Company acting within
the
scope and course of his or her employment or is or was serving at the request
of
the Company as a director, officer, employee or agent of another corporation
or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, shall be indemnified and held harmless
by the Company to the fullest extent authorized by The Missouri General and
Business Corporation Law, as the same exists or may hereafter be amended,
against all expense, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid to or to be paid in
settlement) actually and reasonably incurred by such person in connection
therewith. The Company may in its discretion by action of its Board of Directors
provide indemnification to agents of the Company as provided for in this ARTICLE
THIRTEENTH. Such indemnification shall continue as to a person who has ceased
to
be a director, officer, employee or agent and shall inure to the benefit of
his
or her heirs, executors and administrators.
(b) Rights
Not Exclusive.
The
indemnification and other rights provided by this ARTICLE THIRTEENTH shall
not
be deemed exclusive of any other rights to which a person may be entitled under
any applicable law, By-laws of the Company, agreement, vote of shareholders
or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in any other capacity while holding the
office of director or officer, and the Company is hereby expressly authorized
by
the shareholders of the Company to enter into agreements with its directors
and
officers which provide greater indemnification rights than that generally
provided by The Missouri General and Business Corporation Law; provided,
however, that no such further indemnity shall indemnify any person from or
on
account of such director's or officer's conduct which was finally adjudged
to
have been knowingly fraudulent, deliberately dishonest or willful misconduct.
Any such agreement providing for further indemnity entered into
pursuant
to this ARTICLE THIRTEENTH after the date of approval of this ARTICLE THIRTEENTH
by the Company's shareholders need not be further approved by the shareholders
of the Company in order to be fully effective and enforceable.
(c) Insurance.
The
Company may purchase and maintain insurance on behalf of any person who was
or
is a director, officer, employee or agent of the Company, or was or is serving
at the request of the Company as a director, officer, employee or agent of
another company, partnership, joint venture, trust or other enterprise against
any liability asserted against or incurred by such person in any such capacity,
or arising out of his or her status as such, whether or not the Company would
have the power to indemnify such person against such liability under the
provisions of this ARTICLE THIRTEENTH.
(d) Amendment.
This
ARTICLE THIRTEENTH may be hereafter amended or repealed; however, no amendment
or repeal shall reduce, terminate or otherwise adversely affect the right of
a
person entitled to obtain indemnification or an advance of expenses with respect
to an action, suit or proceeding that pertains to or arises out of actions
or
omissions that occur prior to the later of (a) the effective date of such
amendment or repeal; (b) the expiration date of such person's then current
term
of office with, or service for, the Company (provided such person has a stated
term of office or service and completes such term); or (c) the effective date
such person resigns his or her office or terminates his or her service (provided
such person has a stated term of office or service but resigns prior to the
expiration of such term).
Pursuant
to RsMO Section 351.355 and the Articles of Incorporation of the Company, the
Company maintains directors’ and officers’ liability coverage.
Item
7. Exemption From Registration Claimed.
Not
Applicable.
Item
8. Exhibits.
|
Exhibit
Number
|
Description
|
|
4.1*
|
Articles
of Incorporation of Great Plains Energy Incorporated dated as of
February
26, 2001 and corrected as of October 13, 2006 (Exhibit 3.1 to Form
10-Q
for the quarterly period ended September 30, 2006)
|
|
4.2*
|
By-Laws
of Great Plains Energy Incorporated, as amended May 1, 2007 (Exhibit
3.1
to Form 8-K filed on May 1, 2007).
|
|
5
|
Opinion
of Mark English, General Counsel and Assistant Secretary of Great
Plains
Energy Incorporated, regarding the validity of the securities
|
|
23.1
|
Consent of
Deloitte & Touche LLP.
|
|
23.2
|
Consent
of Mark English, General Counsel and Assistant Secretary of Great
Plains
Energy Incorporated (included in Exhibit 5)
|
|
24.1
|
Power
of Attorney
|
|
99.1*
|
Amended
Long-Term Incentive Plan, effective as of May 1, 2007 (Exhibit 10.1
to
Form 10-K filed May 4, 2007).
|
*
Incorporated by reference herein as indicated.
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 in Section 10(a)(3) of the Securities Act of
1933;
(ii)
To
reflect in the prospectus any facts or events arising after the effective date
of the 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 the registration statement. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set froth in the "Calculation of Registration Fee" table in
the
effective registration statement; and
(iii)
To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided,
however,
that
paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the
registration statement is on Form S-8 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;
(2)
That,
for the purpose of determining any liability under the Securities Act of 1933,
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; and
(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.
(4)
That,
for the purpose of determining liability under the Securities Act of 1933 to
any
purchaser:
(i)
If
the Registrant is relying on Rule 430B:
(A)
Each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed
to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(B)
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7)
as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(l)(i), (vii), or (x) for the purpose
of
providing the information
required
by section 10(a) of the Securities Act of 1933 shall be deemed to be part of
and
included in the registration statement as of the earlier of the date such form
of prospectus is first used after effectiveness or the date of the first
contract of sale of 314 securities in the offering described in the prospectus.
As provided in Rule 430B, for liability purposes of the issuer and any person
that is at that date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the securities in
the
registration statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made
in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as
to a
purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration statement
or
prospectus that was part of the registration statement or made in any such
document immediately prior to such effective date.
(5)
That,
for the purpose of determining liability of the Registrant under the Securities
Act to any purchaser in the initial distribution of the securities, the
undersigned Registrant undertakes that in a primary offering of securities
of
the undersigned Registrant pursuant to this Registration Statement, regardless
of the underwriting method used to sell the securities to the purchaser, if
the
securities are offered or sold to such purchaser by means of the following
communication, the undersigned Registrant will be a seller to the purchaser
and
will be considered to offer or sell such securities to such
purchaser:
(i)
any
preliminary prospectus or prospectus of the undersigned Registrant relating
to
the offering required to be filed pursuant to Rule 424;
(ii)
any
free writing prospectus relating to the offering prepared by or on behalf of
the
undersigned Registrant or used or referred to by the undersigned
Registrant;
(iii)
the
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned Registrant or its securities provided
by or on behalf of the undersigned Registrant; and
(iv)
any
other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
(b) The
undersigned Registrant hereby further 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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 of 1933
may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described under Item 6 above, or otherwise, the
Registrant has been advised that in the opinion of the Commission 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.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, 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 Kansas City, State of Missouri, on this 9th day of
May, 2007.
| |
|
|
| |
GREAT
PLAINS ENERGY INCORPORATED |
|
|
|
| |
By: |
/s/ Michael
J. Chesser |
| |
Name:
Michael
J. Chesser |
| |
Title :
Chairman of the Board and Chief Executive
Officer |
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
or amendment has been signed below by the following persons in the capacities
and on the dates indicated.
|
Signature
|
Title
|
Date
|
|
/s/Michael
J. Chesser
Michael
J. Chesser
|
Chairman
of the Board and Chief Executive Officer
(Principal
Executive Officer)
|
)
)
)
|
| |
|
)
|
|
/s/Terry
Bassham
Terry
Bassham
|
Executive
Vice President - Finance and Strategic Development and
Chief
Financial Officer
(Principal
Financial Officer)
|
)
)
)
)
|
| |
|
)
|
|
/s/Lori
A. Wright
Lori
A. Wright
|
Controller
(Principal
Accounting Officer)
|
)
)
|
| |
|
)
|
|
David
L. Bodde*
|
Director
|
)
May 9, 2007
|
| |
|
)
|
|
/s/William
H. Downey
William
H. Downey
|
Director
|
)
)
|
| |
|
)
|
|
Mark
A. Ernst*
|
Director
|
)
|
| |
|
)
|
|
Randall
C. Ferguson, Jr.*
|
Director
|
)
|
| |
|
)
|
|
William
K. Hall*
|
Director
|
)
|
| |
|
)
|
|
Luis
A. Jimenez*
|
Director
|
)
|
| |
|
)
|
|
James
A. Mitchell*
|
Director
|
)
|
| |
|
)
|
|
William
C. Nelson*
|
Director
|
)
|
| |
|
)
|
|
Linda
H. Talbott*
|
Director
|
)
|
|
|
|
|
Robert
H. West*
|
Director
|
)
|
| |
|
|
|
*By:
|
/s/Michael
J. Chesser
Michael
J. Chesser
Attorney-in-fact*
|
INDEX
OF EXHIBITS
|
Exhibit
Number
|
Description
|
|
4.1*
|
Articles
of Incorporation of Great Plains Energy Incorporated dated as of
February
26, 2001 and corrected as of October 13, 2006 (Exhibit 3.1 to Form
10-Q
for the quarterly period ended September 30, 2006)
|
|
4.2*
|
By-Laws
of Great Plains Energy Incorporated, as amended May 1, 2007 (Exhibit
3.1
to Form 8-K filed on May 1, 2007).
|
|
5
|
Opinion
of Mark English, General Counsel and Assistant Secretary of Great
Plains
Energy Incorporated, regarding the validity of the securities
|
|
23.1
|
Consent of
Deloitte & Touche LLP.
|
|
23.2
|
Consent
of Mark English, General Counsel and Assistant Secretary of Great
Plains
Energy Incorporated (included in Exhibit 5)
|
|
24.1
|
Power
of Attorney
|
|
99.1*
|
Amended
Long-Term Incentive Plan, effective as of May 1, 2007 (Exhibit 10.1.
to
Form 8-K filed on May 4, 2007).
|
*
Incorporated by reference herein as indicated.
Unassociated Document
Exhibit
5
May
9,
2007
Great
Plains Energy Incorporated
1201
Walnut
Kansas
City, MO 64106
|
Re:
|
Great
Plains Energy Incorporated (the “Company”) Registration Statement on Form
S-8 Relating to 3,436,647 Additional Shares of Common
Stock
|
Ladies
and Gentlemen:
I
have
acted as counsel to the Company in connection with the Registration Statement
on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating
to
the registration of 3,436,647 additional shares (the “Shares”) of Company common
stock in connection with the Company's Amended Long-Term Incentive Plan as
amended effective May 1, 2007 (the "Plan").
I
am
familiar with the Articles of Incorporation and the By-laws of the Company
and
the resolutions of the Board of Directors of the Company relating to the Plan
and the Registration Statement. I have examined originals, or copies of
originals certified or otherwise identified to my satisfaction, of such records
of the Company and other corporate documents, have examined such questions
of
law and have satisfied myself as to such matters of fact as I have considered
relevant and necessary as a basis for the opinion set forth herein. I have
assumed the authenticity of all documents submitted to me as originals, the
genuineness of all signatures, the legal capacity of all natural persons and
the
conformity with the original documents of any copies thereof submitted to me
for
my examination.
Based
upon the foregoing, I am of the opinion that each Share will be legally issued,
fully paid and non-assessable when such Share has been duly issued in accordance
with the provisions of the Plan.
I
hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this opinion in the Prospectus contained
in
the Registration Statement.
|
Yours
truly,
/s/Mark
G. English
Mark
G. English
General
Counsel and
Assistant
Corporate Secretary
|
Unassociated Document
Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in this Registration Statement on
Form
S-8 of our reports dated February 27, 2007, relating to the consolidated
financial statements and financial statement schedules of Great Plains Energy
Incorporated and subsidiaries (which report expresses an unqualified opinion
and
includes an explanatory paragraph regarding the adoption of new accounting
standards) and management's report on the effectiveness of internal control
over
financial reporting, appearing in and incorporated by reference in the Annual
Report on Form 10-K of Great Plains Energy Incorporated and subsidiaries for
the
year ended December 31, 2006.
/s/DELOITTE
& TOUCHE LLP
Kansas
City, Missouri
May
8,
2007
Unassociated Document
Exhibit
24.1
POWER
OF
ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS:
That
the undersigned, a Director of Great Plains Energy Incorporated, a Missouri
corporation, does hereby constitute and appoint Michael J. Chesser or Mark
G. English, his true and lawful attorney and agent, with full power and
authority to execute in the name and on behalf of the undersigned as such
director a Registration Statement on Form S-8 and all amendments thereto, hereby
granting unto such attorney and agent full power of substitution and revocation
in the premises; and hereby ratifying and confirming all that such attorney
and
agent may do or cause to be done by virtue of these presents.
IN
WITNESS WHEREOF, I have hereunto set my hand and seal this 9th day of May
2007.
| |
|
|
| |
|
|
|
|
| |
|
/s/ David
L.
Bodde |
| |
David
L. Bodde |
| |
|
|
STATE
OF MISSOURI
COUNTY
OF JACKSON
|
)
)
)
|
ss
|
On
this 9th day of May 2007, before me the undersigned, a Notary Public, personally
appeared David
L.
Bodde,
to be
known to be the person described in and who executed the foregoing instrument,
and who, being by me first duly sworn, acknowledged that he/she executed the
same as his/her free act and deed.
IN
TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year last above written.
| |
|
|
| |
|
|
|
|
| |
|
/s/ Barbara
E. Samuels |
| |
Notary
Public |
| |
|
My
Commission Expires:
Dec.
22,
2010
POWER
OF
ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS:
That
the undersigned, a Director of Great Plains Energy Incorporated, a Missouri
corporation, does hereby constitute and appoint Michael J. Chesser or Mark
G. English, his true and lawful attorney and agent, with full power and
authority to execute in the name and on behalf of the undersigned as such
director a Registration Statement on Form S-8 and all amendments thereto, hereby
granting unto such attorney and agent full power of substitution and revocation
in the premises; and hereby ratifying and confirming all that such attorney
and
agent may do or cause to be done by virtue of these presents.
IN
WITNESS WHEREOF, I have hereunto set my hand and seal this 9th day of May
2007.
| |
|
|
| |
|
|
|
|
| |
|
/s/ Mark
A.
Ernst |
| |
Mark A. Ernst |
| |
|
|
STATE
OF MISSOURI
COUNTY
OF JACKSON
|
)
)
)
|
ss
|
On
this 9th day of May 2007, before me the undersigned, a Notary Public, personally
appeared Mark
A.
Ernst,
to be
known to be the person described in and who executed the foregoing instrument,
and who, being by me first duly sworn, acknowledged that he/she executed the
same as his/her free act and deed.
IN
TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year last above written.
|
/s/
Barbara E. Samuels
|
| |
|
Notary
Public
|
My
Commission Expires:
Dec.
22,
2010
POWER
OF
ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS:
That
the undersigned, a Director of Great Plains Energy Incorporated, a Missouri
corporation, does hereby constitute and appoint Michael J. Chesser or Mark
G. English, his true and lawful attorney and agent, with full power and
authority to execute in the name and on behalf of the undersigned as such
director a Registration Statement on Form S-8 and all amendments thereto, hereby
granting unto such attorney and agent full power of substitution and revocation
in the premises; and hereby ratifying and confirming all that such attorney
and
agent may do or cause to be done by virtue of these presents.
IN
WITNESS WHEREOF, I have hereunto set my hand and seal this 9th day of May
2007.
|
/s/
Randall C. Ferguson, Jr.
|
| |
|
Randall
C. Ferguson, Jr.
|
|
STATE
OF MISSOURI
COUNTY
OF JACKSON
|
)
)
)
|
ss
|
On
this 9th day of May 2007, before me the undersigned, a Notary Public, personally
appeared Randall
C. Ferguson, Jr.,
to be
known to be the person described in and who executed the foregoing instrument,
and who, being by me first duly sworn, acknowledged that he/she executed the
same as his/her free act and deed.
IN
TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year last above written.
|
/s/
Barbara E. Samuels
|
| |
|
Notary
Public
|
My
Commission Expires:
Dec.
22,
2010
POWER
OF
ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS:
That
the undersigned, a Director of Great Plains Energy Incorporated, a Missouri
corporation, does hereby constitute and appoint Michael J. Chesser or Mark
G. English, his true and lawful attorney and agent, with full power and
authority to execute in the name and on behalf of the undersigned as such
director a Registration Statement on Form S-8 and all amendments thereto, hereby
granting unto such attorney and agent full power of substitution and revocation
in the premises; and hereby ratifying and confirming all that such attorney
and
agent may do or cause to be done by virtue of these presents.
IN
WITNESS WHEREOF, I have hereunto set my hand and seal this 9th day of May
2007.
|
/s/
Luis A. Jimenez
|
| |
|
Luis
A. Jimenez
|
|
STATE
OF MISSOURI
COUNTY
OF JACKSON
|
)
)
)
|
ss
|
On
this 9th day of May 2007, before me the undersigned, a Notary Public, personally
appeared Luis
A.
Jimenez,
to be
known to be the person described in and who executed the foregoing instrument,
and who, being by me first duly sworn, acknowledged that he/she executed the
same as his/her free act and deed.
IN
TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year last above written.
|
/s/
Barbara E. Samuels
|
| |
|
Notary
Public
|
My
Commission Expires:
Dec.
22,
2010
POWER
OF
ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS:
That
the undersigned, a Director of Great Plains Energy Incroporated, a Missouri
corporation, does hereby constitute and appoint Michael J. Chesser or Mark
G. English, his true and lawful attorney and agent, with full power and
authority to execute in the name and on behalf of the undersigned as such
director a Registration Statement on Form S-8 and all amendments thereto, hereby
granting unto such attorney and agent full power of substitution and revocation
in the premises; and hereby ratifying and confirming all that such attorney
and
agent may do or cause to be done by virtue of these presents.
IN
WITNESS WHEREOF, I have hereunto set my hand and seal this 9th day of May
2007.
|
/s/
James A. Mitchell
|
| |
|
James
A. Mitchell
|
|
STATE
OF MISSOURI
COUNTY
OF JACKSON
|
)
)
)
|
ss
|
On
this 9th day of May 2007, before me the undersigned, a Notary Public, personally
appeared James
A.
Mitchell,
to be
known to be the person described in and who executed the foregoing instrument,
and who, being by me first duly sworn, acknowledged that he/she executed the
same as his/her free act and deed.
IN
TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year last above written.
|
/s/
Barbara E. Samuels
|
| |
|
Notary
Public
|
My
Commission Expires:
Dec.
22,
2010
POWER
OF
ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS:
That
the undersigned, a Director of Great Plains Energy Incorporated, a Missouri
corporation, does hereby constitute and appoint Michael J. Chesser or Mark
G. English, his true and lawful attorney and agent, with full power and
authority to execute in the name and on behalf of the undersigned as such
director a Registration Statement on Form S-8 and all amendments thereto, hereby
granting unto such attorney and agent full power of substitution and revocation
in the premises; and hereby ratifying and confirming all that such attorney
and
agent may do or cause to be done by virtue of these presents.
IN
WITNESS WHEREOF, I have hereunto set my hand and seal this 9th day of May
2007.
|
/s/
William C. Nelson
|
| |
|
William
C. Nelson
|
|
STATE
OF MISSOURI
COUNTY
OF JACKSON
|
)
)
)
|
ss
|
On
this 9th day of May 2007, before me the undersigned, a Notary Public, personally
appeared William
C. Nelson,
to be
known to be the person described in and who executed the foregoing instrument,
and who, being by me first duly sworn, acknowledged that he/she executed the
same as his/her free act and deed.
IN
TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year last above written.
|
/s/
Barbara E. Samuels
|
| |
|
Notary
Public
|
My
Commission Expires:
Dec.
22,
2010
POWER
OF
ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS:
That
the undersigned, a Director of Great Plains Energy Incorporated, a Missouri
corporation, does hereby constitute and appoint Michael J. Chesser or Mark
G. English, his true and lawful attorney and agent, with full power and
authority to execute in the name and on behalf of the undersigned as such
director a Registration Statement on Form S-8 and all amendments thereto, hereby
granting unto such attorney and agent full power of substitution and revocation
in the premises; and hereby ratifying and confirming all that such attorney
and
agent may do or cause to be done by virtue of these presents.
IN
WITNESS WHEREOF, I have hereunto set my hand and seal this 9th day of May
2007.
|
/s/
Linda H. Talbott
|
| |
|
Linda
H. Talbott
|
|
STATE
OF MISSOURI
COUNTY
OF JACKSON
|
)
)
)
|
ss
|
On
this 9th day of May 2007, before me the undersigned, a Notary Public, personally
appeared Linda
H.
Talbott,
to be
known to be the person described in and who executed the foregoing instrument,
and who, being by me first duly sworn, acknowledged that he/she executed the
same as his/her free act and deed.
IN
TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year last above written.
|
/s/
Barbara E. Samuels
|
| |
|
Notary
Public
|
My
Commission Expires:
Dec.
22,
2010
POWER
OF
ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS:
That
the undersigned, a Director of Great Plains Energy Incorporated, a Missouri
corporation, does hereby constitute and appoint Michael J. Chesser or Mark
G. English, his true and lawful attorney and agent, with full power and
authority to execute in the name and on behalf of the undersigned as such
director a Registration Statement on Form S-8 and all amendments thereto, hereby
granting unto such attorney and agent full power of substitution and revocation
in the premises; and hereby ratifying and confirming all that such attorney
and
agent may do or cause to be done by virtue of these presents.
IN
WITNESS WHEREOF, I have hereunto set my hand and seal this 9th day of May
2007.
|
/s/
William K. Hall
|
| |
|
William
K. Hall
|
|
STATE
OF MISSOURI
COUNTY
OF JACKSON
|
)
)
)
|
ss
|
On
this 9th day of May 2007, before me the undersigned, a Notary Public, personally
appeared William K. Hall, to be known to be the person described in and who
executed the foregoing instrument, and who, being by me first duly sworn,
acknowledged that he/she executed the same as his/her free act and
deed.
IN
TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year last above written.
|
/s/
Barbara E. Samuels
|
| |
|
Notary
Public
|
My
Commission Expires:
Dec.
22,
2010
POWER
OF
ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS:
That
the undersigned, a Director of Great Plains Energy Incorporated, a Missouri
corporation, does hereby constitute and appoint Michael J. Chesser or Mark
G. English, his true and lawful attorney and agent, with full power and
authority to execute in the name and on behalf of the undersigned as such
director a Registration Statement on Form S-8 and all amendments thereto, hereby
granting unto such attorney and agent full power of substitution and revocation
in the premises; and hereby ratifying and confirming all that such attorney
and
agent may do or cause to be done by virtue of these presents.
IN
WITNESS WHEREOF, I have hereunto set my hand and seal this 9th day of May
2007.
|
/s/
Robert H. West
|
| |
|
Robert
H. West
|
|
STATE
OF MISSOURI
COUNTY
OF JACKSON
|
)
)
)
|
ss
|
On
this 9th day of May 2007, before me the undersigned, a Notary Public, personally
appeared Robert H. West, to be known to be the person described in and who
executed the foregoing instrument, and who, being by me first duly sworn,
acknowledged that he/she executed the same as his/her free act and
deed.
IN
TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year last above written.
|
/s/
Barbara E. Samuels
|
| |
|
Notary
Public
|
My
Commission Expires:
Dec.
22,
2010
