As filed with the U.S. Securities and Exchange Commission on June 26, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SEMPRA ENERGY
(Exact name
of registrant as specified in its charter)
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California
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33-0732627
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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488 8th Avenue
San Diego, California 92101
(619) 696-2000
(Address, including ZIP Code, and telephone number, including area code, of registrants principal executive offices)
James M. Spira, Esq.
Associate General Counsel
Sempra Energy
488 8th
Avenue
San Diego, California 92101
(619) 696-2000
(Name, address, including ZIP code, and telephone number, including area code, of agent for service)
Copies to:
Michael
E. Sullivan, Esq.
Gregory P. Rodgers, Esq.
Latham & Watkins LLP
12670 High Bluff Drive
San
Diego, California 92130
(858) 523-5400
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, please 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 on 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/
Proposed Maximum
Offering Price Per Unit/
Proposed Maximum
Aggregate Offering Price
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Amount of
Registration Fee
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Debt Securities
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(1)(2)
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$(4)
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Common Stock
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(1)(2)(3)
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$(4)
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Preferred Stock
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(1)(2)
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$(4)
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Purchase Contracts
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(1)(2)
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$(4)
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Units
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(1)(2)
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$(4)
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Depositary Shares
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(1)(2)
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$(4)
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Warrants
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(1)(2)
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$(4)
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(1)
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Omitted pursuant to Form S-3 General Instruction II.E.
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(2)
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An unspecified number of securities or aggregate principal amount, as applicable, is being registered as may
from time to time be offered at unspecified prices and, 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 debt securities or shares of preferred
stock that are convertible into common stock or exercise of warrants that are exercisable for common stock or pursuant to any anti-dilution adjustments with respect to any such convertible debt securities, shares of preferred stock or warrants.
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(3)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (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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(4)
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In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the
entire registration fee. In connection with the securities offered hereby, the registrant will pay-as-you-go
registration fees in accordance with Rule 456(b).
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