As filed with the Securities and Exchange Commission on February 25, 2021
Registration No. 333-231121
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 1
to
Form S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Edison International
(Exact name of Registrant as specified in its charter)
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California
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95-4137452
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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2244 Walnut Grove Avenue (P.O. Box 976)
Rosemead, California 91770
626-302-2222
(Address,
including zip code, and telephone number, including area code, of registrants principal executive offices)
Kathleen Brennan de Jesus
Senior Attorney
2244
Walnut Grove Avenue (P.O. Box 800)
Rosemead, California 91770
626-302-3476
(Name, address, including zip code, and telephone number, including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following
box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company,
and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of
Securities To Be Registered
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Amount
To Be
Registered(1)(3)
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Proposed
Maximum
Offering Price
Per Share(1)
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Proposed
Maximum
Aggregate
Offering Price(1)(3)
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Amount of
Registration Fee(2)
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Common Stock, no par value
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$0
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Preferred Stock
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$0
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(1)
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Omitted pursuant to General Instruction II.E. of Form S-3. This
registration statement covers an indeterminate amount of shares of Common Stock and Preferred Stock as may from time to time be offered hereunder at indeterminate prices. In addition, an unspecified number of additional shares of Common Stock is
being registered as may be issued from time to time upon conversion of any shares of Preferred Stock that are convertible into Common Stock or pursuant to any anti-dilution adjustments with respect to any such convertible Preferred Stock.
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(2)
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In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the Securities
Act), the registrant is deferring payment of the registration fee. Registration fees will be paid subsequently on a pay as you go basis in accordance with Rule 456(b) of the Securities Act.
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(3)
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Pursuant to Rule 416 under the Securities Act, this Registration Statement registers such indeterminate number
of additional shares of Common Stock as may be issued in connection with stock splits, stock dividends or similar transactions.
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