As filed with the Securities and Exchange Commission on August 3, 2010

Registration No. 333-

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

DUKE ENERGY CORPORATION

Delaware (State or Other Jurisdiction of Incorporation or Organization)		20-2777218 (I.R.S. Employer Identification No.)

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Proposed Maximum

Amount of

Title of Securities to be

Amount to be

Offering Price per

Aggregate Offering

Registration

Registered

Registered

Share(2)

Price (2)

Fee

Common Stock, par value $0.001 per share

200,000,000

$17.11

$3,422,000,000

$243,989

In accordance with Rule 415(a)(6), this Registration Statement includes 10,365,328 shares of the registrant’s Common Stock previously registered for issuance under the registrant’s Form S-8 filed November 5, 2007, File No. 333-147132 (the “Prior Registration Statement”). Such shares were unused for the plans described herein as of August 1, 2010. The registrant paid a fee of $5,961 with respect to such shares upon the filing of the Prior Registration Statement, and therefore a registration fee of $238,028 has been paid with this filing, reflecting the reduction of the fee paid upon such unused shares.

This Registration Statement shall become effective upon filing in accordance with Rule 462(a) under the Securities Act.

 

 

EXPLANATORY NOTE

Unless otherwise stated or the context otherwise requires, references in this Registration Statement to “Duke Energy,” the “Registrant,” the “Company,” “we,” “our,” or “us” refer to Duke Energy Corporation, and its direct and indirect subsidiaries. Duke Energy hereby files this Registration Statement on Form S-8 relating to its shares of common stock, par value $0.001 per share, to be purchased or otherwise acquired by or on behalf of participants in the plans listed on the cover page of this Registration Statement (the “Plans”). We registered an indeterminate amount of interests in the Plans on our Form S-8 registration statement, filed April 3, 2006, File No. 333-132933.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Pursuant to General Instruction E to Form S-8, this Registration Statement is filed to register shares of common stock, par value $0.001 per share, to be purchased or otherwise acquired by or on behalf of participants in one or more of the Plans, in addition to the shares registered for that purpose on our Form S-8 filed November 5, 2007, File No. 333-147132. We hereby incorporate the contents of such Form S-8, along with any post-effective amendments thereto, by reference in this Registration Statement, as contemplated in General Instruction E.

     The following documents filed with the Commission by us pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are also incorporated by reference in this Registration Statement:

•		Annual Report on Form 10-K for the year ended December 31, 2009;
•		Proxy Statement filed on Schedule 14A, March 22, 2010;
•		Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010; and
•		Current reports on Form 8-K filed February 16, 2010; February 26, 2010; March 12, 2010; March 25, 2010; April 1, 2010; April 12, 2010; May 12, 2010; and May 28, 2010.

We further incorporate by reference any filings made by us with the Commission in accordance with Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this Registration Statement and before the termination of the offering. To the extent that any information contained in any Current Report on Form 8-K, or any exhibit thereto, was or is furnished, rather than filed with, the Commission, such information or exhibit is specifically not incorporated by reference in this document.

     You can obtain any document incorporated by reference in this document from us without charge, excluding all exhibits, except that if we have specifically incorporated by reference an exhibit in this Registration Statement, the exhibit will also be provided without charge, by requesting it in writing or by telephone from us at:

Duke Energy Corporation
526 South Church Street
Charlotte, North Carolina 28202
(800) 488-3853
Attention: Investor Relations

     You may also obtain these documents from our website at www.duke-energy.com/investors or at the Commission’s website www.sec.gov by clicking on the “Search for Company Filings” link, then clicking on the “Companies & Other Filers” link, and then entering our name in the “name” field or “DUK” in the ticker symbol field. The information appearing on our website is not a part of this Registration Statement.

Item 8. Exhibits

Exhibit
Number		Description of Document
23		Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm for Duke Energy Corporation
24.1		Power of Attorney of certain officers and directors of Duke Energy Corporation
24.2		Certified resolution authorizing Power of Attorney

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Duke Energy Corporation 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 Charlotte, State of North Carolina, on August 3, 2010.

     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.

(i) Principal executive officer:

James E. Rogers*
   Director and Chairman, President and Chief Executive Officer

(ii) Principal financial officer:

Lynn J. Good*
   Group Executive and Chief Financial Officer

(iii) Principal accounting officer:

Steven K. Young*
   Senior Vice President and Controller

(iv) All of the Directors:

William Barnet III*
G. Alex Bernhardt, Sr.*
Michael G. Browning*
Daniel R. DiMicco*
John H. Forsgren*
Ann Maynard Gray*
James H. Hance, Jr.*
E. James Reinsch*
James T. Rhodes*
Philip R. Sharp*
James E. Rogers*

Date: August 3, 2010

EXHIBIT INDEX

Exhibit
Number		Description of Document
23		Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm for Duke Energy Corporation
24.1		Power of Attorney of certain officers and directors of Duke Energy Corporation
24.2		Certified resolution authorizing Power of Attorney