-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B/eEBLZ272t4VOUTnKwrfURD+fNsPhSNlXZG+Tss9I54zAvbqqRuPyI1HFUsNpBN PvipBNJOfOoLNNfEHo97kw== 0000874761-97-000011.txt : 19970501 0000874761-97-000011.hdr.sgml : 19970501 ACCESSION NUMBER: 0000874761-97-000011 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19970430 EFFECTIVENESS DATE: 19970430 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AES CORPORATION CENTRAL INDEX KEY: 0000874761 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 541163725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-26225 FILM NUMBER: 97592234 BUSINESS ADDRESS: STREET 1: 1001 N 19TH ST CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 7035221315 S-8 1 FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on April 30, 1997 Registration No. 333 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 THE AES CORPORATION (Exact Name of Registrant as specified in its charter) Delaware (State or other jurisdiction ofincorporation or organization) 54-1163725 (I.R.S. Employer Identification No.) 1001 North 19th Street, Arlington, Virginia 22209 (Address of Principal Executive Offices) (Zip Code) THE AES CORPORATION STOCK OPTION PLAN FOR OUTSIDE DIRECTORS (Full title of the plan) BARRY J. SHARP Copy to: Vice President and PHILIP D. BEAUMONT, ESQ. Chief Financial Officer CHADBOURNE & PARKE LLP THE AES CORPORATION 30 Rockefeller Plaza 1001 N. 19th Street New York, New York 10112 Arlington, Virginia 22209 (Name and address of agent for service) Telephone number, including area code, of agent for service: (703) 522-1315 CALCULATION OF REGISTRATION FEE - -------------- ----------- ----------------- ----------------- ------------ Title Of Amount Proposed Maximum Proposed Maximum Amount of Securities To To Be Offering Price Aggregate Registration Be Registered Registered Per Share* Offering Price** Fee - -------------- ----------- ----------------- ----------------- ------------ Common Stock, Par Value $0.01 281,374 $61.125 $17,198,985.75 $ 5,211.81 per share shares - -------------- ----------- ----------------- ----------------- ------------ * Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933 on the basis of the closing price of $61.125 on April 25, 1997 for the Company's Common Stock on the New York Stock Exchange. ** There are also registered hereunder such indeterminate number of additional shares as may be subject to awards under the Plan as a result of the antidilution provision contained therein. EXPLANATORY NOTE This Registration Statement includes a Prospectus, prepared in accordance with the requirements of Form S-3, which may be used for the offer and sale by certain officers and directors of the Registrant who may be deemed "affiliates" of the Registrant, as that term is defined in Rule 405 of the Securities Act of 1933, as amended (the "Securities Act"), or securities registered hereunder. 1997 SUPPLEMENT To Prospectus for Offers and Sales of Common Stock of The AES Corporation By Certain Selling Stockholders This Supplement dated April 30, 1997 to the Prospectus dated April 30, 1997 relating to offers and sales of Award Shares by certain Selling Stockholders of The AES Corporation contains certain current information that may change from year to year. The Supplement will be updated annually and will be delivered to each Selling Stockholder. Each current Annual Supplement should be kept with the Prospectus in the Selling Stockholder's important papers. Selling Stockholders who received the April 30, 1997 Prospectus will not be sent additional copies of the Prospectus in subsequent years unless the information in the Prospectus is required to be amended or unless a Selling Stockholder requests an additional copy by writing to the Secretary, The AES Corporation, 1001 N. 19th Street, Arlington, Virginia 22209. Capitalized terms used in this Supplement have the meanings set forth in the Prospectus. 1. Date. The date of this Supplement is April 30, 1997. 2. Information Regarding Selling Stockholders and Award Shares Covered by the Prospectus. The Prospectus covers 83,018 Award Shares that have been or may be acquired upon exercise of nonqualified stock options granted pursuant to the Plan held by the Selling Stockholders as of February 1, 1997. There are set forth in the following table opposite the name of each of the Selling Stockholders (1) under the heading "Shares of Common Stock beneficially owned", the shares of Common Stock of the Company beneficially owned by the Selling Stockholder on February 1, 1997 (as stated in the footnotes below, beneficial ownership is disclaimed as to certain shares), including shares of Common Stock (if any) of which the Selling Stockholder had the right on such date to acquire beneficial ownership pursuant to the exercise on or before April 1, 1997 of options granted by the Company, or upon exercise of warrants, plus the number (if any) of shares of Common Stock held under the Deferred Compensation Plan for Directors, (2) under the heading "Award Shares acquired or which may be acquired and offered", the shares of Common Stock which have been acquired pursuant to the exercise of options, or may be acquired by the Selling Stockholder upon the exercise of options outstanding as of February 1, 1997 and offered by the Prospectus; and (3) under the heading "Shares of Common Stock to be owned upon completion of the offering", the shares of Common Stock to be beneficially owned by the Selling Stockholder after completion of the offering, based on the number of shares owned on February 1, 1997. The information as to security holdings is based on information received by the Company from the Selling Stockholders and from the Compensation Committee and has been adjusted to reflect a three-for-two stock split in the form of 100% stock dividend, at a rate of one additional share of Common Stock of each two shares of Common Stock issued, paid on January 31, 1994. Present principal Award Shares Shares of Selling Stockholder positions Shares of acquired or Common Stock to or offices Common Stock which may be be owned after with the Beneficially acquired and completion Company Owned(1) offered of offering - -------------------------------------------------------------------------------- Vicki-Ann Assevero......Director 1,030 8,816 5,150 Alice F.Emerson....... .Director 6952 9,888 9,309 Robert F. Hemphill,Jr...Director 856,683(2) 6,180 856,683 Frank Jungers...........Director 551,027(3) 13,596 546,083 Henry R. Linden.........Director 27,878 8,404 27,878 John H. McArthur........Director 0 6,180 0 Hazel R. O'Leary....... Director 0 0 0 Thomas I. Unterberg.....Director 674,814(4) 13,596 669,870 Robert H. Waterman, Jr..Director 340,914(5) 13,596 335,970 - -------------------------------------------------------------------------------- (1) Includes (a) the following shares issuable upon exercise of options: Ms. Assevero - 1,030; Dr. Emerson - 6,952; Mr. Jungers - 5,687 shares; Mr. Unterberg - - 5,687 shares; Mr. Waterman - 5,687 shares and (b) the following units issuable under the Deferred Compensation Plan for Directors: Dr. Emerson - 3,593; Mr. Jungers - 40,360; Dr. Linden - 27,878; Mr. Unterberg - 57,838; Mr. Waterman - 57,556. The number of shares set forth in (a) above are those the Selling Stockholder had the right to acquire beneficial ownership pursuant to the exercise on or before May 1, 1997 of options granted by the Company. Inclusion of such shares does not constitute an admission by any Selling Stockholder that he or she is the beneficial owner of such shares. (2) Includes 8,148 shares held in an IRA for the benefit of Mr. Hemphill, Jr. (3) Includes 26,390 shares held by Mr. Junger's wife and 282,742 shares held by FJF, Inc. (4) Includes 4,826 shares held by Mr. Unterberg's wife, of which Mr. Unterberg disclaims beneficial ownership. (5) Includes 2,370 and 46 shares, held in IRAs for Mr. Waterman and his wife, respectively, 622 shares held in a trust of which Mr. Waterman is trustee, and 275,373 shares held in a family trust. To the best of the Company's knowledge, each Selling Stockholder has sole voting and investment power with respect to shares shown after his or her name in Columns (1) and (3) above, except as set forth in the footnotes above. 3. Market Price. The closing price per share of Common Stock of the Company on the New York Stock Exchange Composite Transactions on April 25, 1997 was $61.125. 4. Documents Incorporated by Reference. For further information concerning the Company and its subsidiaries, see the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, which incorporates by reference certain information, including the Company's Consolidated Financial Statements contained in the Company's Current Reports on Form 8-K dated March 12, 1997 and see also its Proxy Statement for the Annual Meeting of Stockholders held on April 15, 1997, and its Current Reports on Form 8-K dated January 30, 1997, February 18, 1997, and March 24, 1997. Each of the foregoing is on file with the Securities and Exchange Commission. THE AES CORPORATION Common Stock This Prospectus relates to offers and sales by certain directors (the "Selling Stockholders") of The AES Corporation, a Delaware corporation (the "Company"), who may be deemed to be "affiliates" of the Company, as defined in Rule 405 under the Securities Act of 1933, as amended, of shares of Common Stock of the Company that may be acquired by such persons upon exercise of nonqualified stock options granted pursuant to the Stock Option Plan for Outside Directors (the "Plan"), of the Company. See "SELLING STOCKHOLDERS". The shares that may be so acquired by such persons pursuant to the Plan are herein referred to as the "Award Shares". The accompanying Annual Supplement to this Prospectus sets forth the number of Award Shares covered by this Prospectus. Shares covered by this Prospectus may be offered and sold from time to time by the Selling Stockholders through brokers on the New York Stock Exchange or otherwise at the prices prevailing at the time of such sales. No specified brokers or dealers have been designated by the Selling Stockholders and no agreement has been entered into in respect of brokerage commissions or for the exclusive or coordinated sale of any securities which may be offered pursuant to this Prospectus. The net proceeds to the Selling Stockholders will be the proceeds received by them upon such sales, less brokerage commissions, if any. The Company will pay all expenses of preparing and reproducing this Prospectus, but will not receive any of the proceeds from sales by any of the Selling Stockholders. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY RE- PRESENTATION TO THECONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is April 30, 1997 No person has been authorized to give any information or to make any representation not contained in this Prospectus in connection with the offer contained herein and, if give or made, such information or representation must not be relied upon as having been authorized. This Prospectus does not constitute an offer of any securities other than the Common Stock that may be offered hereby or an offer of the Common Stock to any person in any jurisdiction where such offer would be unlawful. The delivery of this Prospectus or any sale made through its use at any time does not imply that the information herein is correct as of any time subsequent to its date. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information filed by the Company can be inspected and copied at the public reference facilities of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the New York Regional Office, 7 World Trade Center, New York, New York 10048 and at the Chicago Regional Office, 500 West Madison Street, Chicago Illinois 60661-2511. Copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The Commission also maintains a World Wide Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The address of the Commission's home page on the Internet is http://www.sec.gov. The Company's Common Stock is listed on the New York Stock Exchange and reports, proxy statements and other information concerning the Company can be inspected and copied at the Library of the New York Stock Exchange at 20 Broad Street, New York, New York 10005. The Company will furnish, without charge, to any person to whom this Prospectus is delivered, upon such person's written or oral request, a copy of any and all of the information that has been incorporated by reference in the Registration Statement of which this Prospectus is a part (not including exhibits to such information unless such exhibits are specifically incorporated by reference into such information). Any such request should be directed to the Secretary of the Company at its principal executive offices, 1001 N. 19th Street, Arlington, Virginia 22209 (telephone number (703) 522-1315). THE COMPANY AES is a global power company committed to supplying electricity to customers world-wide in a socially responsible way. AES was one of the original entrants in the independent power market and today is one of the world's largest global power companies, based on net equity ownership of generating capacity (in megawatts) in operation or under construction. AES, based in Arlington, Virginia, markets power principally from electric generating facilities that it develops, owns and operates. Over the last five years, AES has experienced significant growth. This growth has resulted primarily from the development and construction of new plants ("greenfield development") and also from the acquisition of existing plants, primarily through competitively bid privatization initiatives outside the United States or negotiated acquisitions. AES operates and owns (entirely or in part) 26 power plants in seven countries with a capacity of approximately 9,600 megawatts. AES is also constructing eight additional power plants in four countries with a design capacity of approximately 1,700 megawatts. In addition, AES has numerous projects in development, including seven projects with an aggregate design capacity of approximately 4,700 megawatts that have executed or been awarded power sales agreements. The Company's principal executive offices are located at 1001 N. 19th Street, Arlington, Virginia 22209 (telephone number (703) 522-1315). SELLING STOCKHOLDERS See the Annual Supplement for current information regarding the Selling Stockholders, the shares of Common Stock of the Company beneficially owned by them, the Award Shares offered by them hereby and the shares of Common Stock of the Company to be beneficially owned by them after completion of the offering. The address of each of the Selling Stockholders is The AES Corporation, 1001 N. 19th Street, Arlington, Virginia 22209. DOCUMENTS INCORPORATED BY REFERENCE For further information concerning the Company and its subsidiaries see the Company's Annual Report on Form 10-K, its Proxy Statement for the Annual Meeting of Stockholders and any other reports filed with the Commission and described in the Annual Supplement. All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering, shall be deemed to be incorporated herein by reference and be a part hereof from the date of filing of such reports and documents. For a description of the Common Stock of the Company, see pages 50-52 inclusive of Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 33-62858) filed by the company on June 8, 1993 which was incorporated by reference in the Company's Application for Registration on Form 8-A (Registration No. 0-19281) filed with the Commission on October 9, 1996, as amended by Amendment No. 1 on Form 8-A/A to the Company's Registration Statement on Form 8-A filed with the Commission on October 10, 1996. Each of the documents listed in this paragraph is on file with the Commission and incorporated herein by reference and made a part hereof. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus and the Registration Statement of which it is a part to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Prospectus or such Registration Statement. EXPERTS The consolidated financial statements and schedules incorporated in this prospectus by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports which are incorporated herein by reference, and have been so incorporated in reliance upon the reports given upon their authority as experts in accounting and auditing. ADDITIONAL INFORMATION The Prospectus does not contain all the information set forth in the Registration Statement, or amendments thereto, certain portions of which have been omitted pursuant to the Commission's rules and regulations. The information so omitted may be obtained from the Commission's principal office in Washington, D.C., upon payment of the fees prescribed by the Commission. The Delaware General Corporation Law and the By-laws of the Company provide for indemnification of the Company's officers and directors, who are also covered by certain insurance policies maintained by the Company. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is therefore unenforceable. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by Registrant with the Securities and Exchange Commission are specifically incorporated herein by reference and made a part hereof: (i) Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); (ii) all other reports filed by Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1996; and (iii) the description of Registrant's Common Stock contained in Registrant's Registration Statement on Form 8-A (Registration No. 0-19281), filed with the Commission on October 9, 1996, as amended by Amendment No. 1 on Form 8-A/A to AES's Registration Statement on Form 8-A filed with the Commission on October 10, 1996, including any amendments or reports filed for the purpose of updating such description. All documents subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement. Item 4. Description of Securities. This Item is not applicable as Registrant's Common Stock is registered under Section 12 of the Exchange Act. Item 5. Interests of Named Experts and Counsel. This Item is not applicable. Item 6. Indemnification of Directors and Officers. Under AES's By-Laws, and in accordance with Section 145 of the Delaware General Corporation Law (the "GCL"), AES shall 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 any action or suit by or in the right of AES to procure a judgment in its favor, which is hereinafter referred to as a "derivative action") by reason of the fact that such person is or was a director, officer or employee of AES, or is or was serving in such capacity or as agent at the request of AES for another entity, to the full extent authorized by Delaware law, against expenses (including, but not limited to, attorneys' fees), judgments, fines and amounts actually and reasonably incurred in connection with the defense or settlement of such action, suit or proceeding if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of AES, and, with respect to any criminal action or proceeding, had no reasonable cause to believe was unlawful. Agents of AES may be similarly indemnified, at the discretion of the Board of Directors. Under Section 145 of the GCL, a similar standard of care is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys' fees) incurred in connection with the defense or settlement of such an action and then, where the person is adjudged to be liable to AES, only if and to the extent that the Court of Chancery of the State of Delaware or the court in which such action was brought determines that such person is fairly and reasonably entitled to such indemnity and only for such expenses as the court shall deem proper. Pursuant to AES's By-Laws, a person eligible for indemnification may have the expenses incurred in connection with any matter described above paid in advance of a final disposition by AES. However, such advances will only be made upon the delivery of an undertaking by or on behalf of the indemnified person to repay all amounts so advanced if it is ultimately determined that such person is not entitled to indemnification. In addition, under AES's By-Laws, AES may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of AES or of another corporation against any liability asserted against and incurred by such person in such capacity, or arising out of the person's status as such whether or not AES would have the power or the obligation to indemnify such person against such liability under the provisions of AES's By-Laws. Item 7. Exemption from Registration Claimed. This Item is not applicable. Item 8. Exhibits. *3.1 - Amended and Restated Certificate of Incorporation of The AES Corporation. *3.2 - Amendment to Amended and Restated Certificate of Incorporation of The AES Corporation. 3.3 - By-laws of The AES Corporatino, as amended, are incorporated herein by reference to Exhibit 3.2 to the Registration Statement on Form S-4 (Registration No. 333-22513). 10.0 - The AES Corporation Stock Option Plan for Outside Directors is incorporated herein by reference to Exhibit 10.43 to the Annual Report on Form 10-K of the Registrant for the Fiscal Year ended December 31, 1991. *5.1 - Opinion of Chadbourne & Parke LLP, counsel for Registrant, covering shares of the Company's Common Stock issuable upon exercise of options granted under The AES Corporation Stock Option Plan for Outside Directors. *23.1 - Consent of Deloitte & Touche LLP, independent public accountants. *23.2 - Consent of Chadbourne & Parke LLP (included in its opinion filed as Exhibit 5a1 hereto). *24 - Power of Attorney. ----------------------- * Filed herewith. Item 9. Undertakings. The undersigned Registrant hereby undertakes: (a)(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 by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this 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 a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in this Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, 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. (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. The undersigned Registrant hereby 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 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Arlington, Commonwealth of Virginia, on this 30th day of April, 1997. THE AES CORPORATION By /s/ Dennis W. Bakke Dennis W. Bakke President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on this 30th day of April, 1997. SIGNATURE TITLE /s/ Roger W. Sant Chairman of the Board and Director (Roger W. Sant) /s/ Dennis W. Bakke President, Chief Executive Officer and (Dennis W. Bakke) Director (Principal Executive Officer) /s/ Vicki-Ann Assevero Director (Vicki-Ann Assevero) /s/ Dr. Alice F. Emerson Director (Dr. Alice F. Emerson) /s/ Robert F. Hemphill, Jr. Director (Robert F. Hemphill, Jr.) /s/ Frank Jungers Director (Frank Jungers) /s/ Dr. Henry R. Linden Director (Dr. Henry R. Linden) /s/ John H. McArther Director (John H. McArthur) /s/ Hazel O'Leary Director (Hazel O'Leary) /s/ Thomas I. Unterberg Director (Thomas I. Unterberg) /s/ Robert H. Waterman, Jr. Director (Robert H. Waterman, Jr.) /s/ Barry J. Sharp Vice President and Chief Financial Officer (Barry J. Sharp) (Principal Financialand Accounting Officer) *By: Attorney-in-fact EXHIBIT INDEX EXHIBIT NO. DOCUMENT 3.1 Amended and Restated Certificate of Incorporation of The AES Corporation. 3.2 Amendment to Amended and Restated Certificate of Incorporation of The AES Corporation. 5.1 Opinion of Chadbourne & Parke LLP, counsel for Registrant, covering shares of the Company's Common Stock issuable upon exercise of options granted under The AES Corporation Stock Option Plan for Outside Directors. 23.1 Consent of Independent Public Accountants for The AES Corporation, Deloitte & Touche LLP. 23.2 Consent of Chadbourne & Parke, LLP (included in its opinion filed as Exhibit 5 hereto). 24 Power of Attorney. EX-3.(I) 2 AMENDED AND RESTATED CERTIFICATION OF INC. EXHIBIT 3.1 EXHIBIT A AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE AES CORPORATION Pursuant to Section 245 of the General Corporation Law of the State of Delaware Article I. The name of the corporation is The AES Corporation (the "Corporation"). Article II. The address of the Corporation's registered office in the State of Delaware is Suite L-l00, 32 Loockerman Square, in the City of Dover, County of Kent. The name of its registered agent at such address is United States Corporation Company. Article III. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as amended from time to time. Article IV. 1. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is one hundred one million (101,000,000), of which one hundred million (100,000,000) shall be Common Stock, par value one cent ($0.01) per share, and one million (1,000,000) shall be Preferred Stock, without par value. The designations and the powers, preferences and rights of the Common Stock and the Preferred Stock, and the qualifications, limitation or restrictions thereof, are as provided in or pursuant to this Article IV. 2. (a) The rights of holders of Common Stock to receive dividends or to share in the distribution of assets in the event of liquidation, dissolution or winding up of the affairs of the Corporation shall be subject to the preferences and other rights of the Preferred Stock as may be fixed in this Certificate of Incorporation or in the resolution or resolutions of the Board of Directors providing for the issuance of such Preferred Stock. (b) The holders of Common Stock shall be entitled to one vote for each share of Common Stock held by them of record at the time for determining the holders thereof entitled to vote. 3. Authority is hereby vested in the Board of Directors to issue from time to time the Preferred Stock in one or more classes or series and to fix by the resolution or resolutions providing for the issuance of shares of any such class or series the voting powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of such class or series to the full extent permitted by this Certificate of Incorporation and the General Corporation Law of the State of Delaware. The authority of the Board of Directors with respect to each such series shall include, but not be limited to, determination of the following: (i) The number of shares to constitute such class or series, and the distinctive designation thereof; (ii) The voting powers, full or limited,if any, of such class or series; (iii) The rate of dividends payable on shares of such class or series, the conditions on which and the times when such dividends are payable, the preference to, or the relations to, the payment of the dividends payable on any other class or series of stock, whether cumulative or noncumulative, and, if cumulative, the date from which dividends on shares of such class or series shall be cumulative; (iv) The right, if any, of the Corporation to redeem shares of such class or series and the terms and conditions of such redemption (v) The requirement of any sinking fund or funds to be applied to the purchase or redemption of shares of such class or series and, if so, the amount of such fund or funds and the manner of application; (vi) The rights of shares of such class or series upon the liquidation, dissolution or winding up of, or upon any distribution of the assets of, the Corporation; (vii) The rights, if any, of the holders of shares of such class or series to convert such shares into, or to exchange such shares for, shares of any other class or series of stock and the price or prices or rate or rates of exchange at which such shares shall be convertible or exchangeable and any adjustments thereto, and any other terms and conditions of such conversion or exchange; and (viii) Any other preferences and relative, participating, optional or other special rights of shares of such class or series, and qualifications, limitations or restrictions including, without limitation, any restriction on an increase in the number of shares of any class or series theretofore authorized and any qualifications, limitations or restrictions of rights or powers to which shares of any future class or series shall be subject. 4. The number of authorized shares of any class or classes of stock of the Corporation may be increased or decreased by the affirmative vote of the holders of a majority of the stock of the Corporation that is entitled to vote, without a separate class vote of any class or classes of stock of the Corporation, except as may be otherwise provided in this Certificate of Incorporation or in the resolution or resolutions fixing the voting rights of any class or series of the Preferred Stock. 5. No holder of Common Stock or Preferred Stock, as such, shall have or be entitled to any preemptive right whatsoever. Article V. The Corporation is to have perpetual existence. Article VI. The Board of Directors is expressly authorized to adopt, alter or repeal the ByLaws of the Corporation, except for any By-Law that by its terms states that it may be amended or repealed only by action of the stockholders. Article VII. Meetings of stockholders may be held at such place, either within or without the state of Delaware, as the By-Laws may provide. Elections of directors need not be by written ballot unless the By-Laws of the Corporation shall so provide. Article VIII. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by General Corporation Law of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation. Article IX. The number of directors of the Corporation shall be fixed from time to time pursuant to the By-Laws of the Corporation. Article X. No director of this Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. Neither the amendment nor repeal of this Article X, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article X, shall be effective with respect to any cause of action, suit, claim or other matter that, but for this Article X, would accrue or arise prior to such amendment, repeal or adoption of an inconsistent provision. EX-3.(I) 3 AMENDMENT TO AMENDED AND RESTATED CERTIFICATE EXHIBIT 3.2 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE AES CORPORATION (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) The undersigned, being the Chairman of the AES Corporation, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The first paragraph of Article IV of the Amended and Restated Certificate of Incorporation of this corporation is hereby amended to read in its entirety as follows: Article IV. 1. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is five hundred fifty million (550,000,000), of which five hundred million (500,000,000) shall be Common Stock, par value one cent ($0.01) per share, and fifty million (50,000,000) shall be Preferred Stock, without par value. The designations and the powers, preferences and rights of the Common Stock and Preferred Stock, and the qualifications, limitation or restriction thereof, are as provided in or pursuant to this Article IV. 2. The aforesaid amendment has been duly approved by the Board of Directors of this corporation and duly approved by a majority of the outstanding stock entitled to vote thereon. 3. The aforesaid amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the undersigned has executed this certificate and has caused this certificate to be attested by William R. Luraschi, the Secretary of this corporation, this 28th day of April 1997. /s/ Roger W. Sant Roger W. Sant Chairman The AES Corporation ATTEST: By: /s/ William R. Luraschi William R. Luraschi Secretary EX-5 4 OPINION OF CHADBOURE & PARKE LLP Exhibit 5.1 April 30, 1997 The AES Corporation 1001 North 19th Street Arlington, Virginia 22209 Re: Registration Statement on Form S-8 Dear Sirs: We have served as counsel to The AES Corporation, a Delaware corporation (the "Company"), in connection with the filing by the Company of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission, covering up to 281,374 shares (the "Shares") of common stock, par value $.01 per share, of the Company to be issued and sold pursuant to the Company's Stock Option Plan for Outside Directors (the "Plan"). In rendering this opinion, we have examined the Company's Certificate of Incorporation and By-laws, each as amended to date, minutes of proceedings and consents of the Board of Directors of the Company, the form of Company common stock certificate, and originals or copies of such documents, instruments, records, and certificates of public officials and officers of the Company as we have deemed necessary. In connection with such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as copies, and we have also made such other investigations of fact and law as we have deemed relevant in connection with the opinion set forth below. In rendering this opinion, we have relied upon the accuracy of the certificates, documents, instruments, certificates, and records we have examined as to the matters of fact covered thereby. Based on the foregoing, we are of the opinion that the Shares, when issued and sold in accordance with the terms of the Plan including, without limitation, payment of the purchase price therefor, will be duly and validly issued, fully-paid and non-assessable. We hereby consent the filing of this opinion as an exhibit to the Registration Statement. Sincerely, Chadbourne & Parke LLP EX-23 5 CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of The AES Corporation on Form S-8 and the of our reports dated January 30, 1997, except for Note 13, as to which the date is February 18, 1997, appearing in and incorporated by reference in the Annual Report on Form 10-K of The AES Corporation for the year ended December 31, 1996, and to the reference to us under the heading "Experts" in the Prospectus, which are part of such Registration Statement. DELOITTE & TOUCHE LLP Washington, D.C. April 30, 1997 EX-24 6 POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY The undersigned, acting in the capacity or capacities stated opposite their respective names below, hereby severally constitute and appoint DENNIS W. BAKKE, BARRY J. SHARP and WILLIAM R. LURASCHI and each of them severally, the attorneys-in-fact of the undersigned with full power to them and each of them to approve and sign for and in the name of the undersigned in the capacities indicated below the Registration Statement on Form S-8 relating to shares of Common Stock, par value $.01 per share, of The AES Corporation, a Delaware corporation ("AES"), issuable or deliverable upon exercise of options granted under The AES Corporation Non-Employee Director Stock Option Plan, any and all exhibits, amendments and supplements thereto, and any other documents necessary, appropriate or desirable in connection therewith, and to file the same and to do and perform each and every act and thing necessary, appropriate or desirable in connection therewith. This Power of Attorney may be executed in counterparts, which together shall constitute one and the same instrument. Signature Position with AES Date /s/ Roger W. Sant Chairman of the November 11, 1996 - --------------------------- Board and Director Roger W. Sant /s/ Dennis W. Bakke President, Chief Executive November 11, 1996 - --------------------------- Officer and Director Dennis W. Bakke (Principal Executive Officer) /s/ Vicki-Ann Assevero Director November 11, 1996 Vicki-Ann Assevero /s/ Dr. Alice F. Emerson Director November 11, 1996 - --------------------------- Dr. Alice F. Emerson /s/ Robert F. Hemphill, Jr. Director November 11, 1996 - --------------------------- Robert F. Hemphill, Jr. /s/ Frank Jungers Director November 11, 1996 Frank Jungers /s/ Dr. Henry R. Linden Director November 11, 1996 - --------------------------- Dr. Henry R. Linden /s/ Russell E. Train Director November 11, 1996 - --------------------------- Russell E. Train /s/ Thomas I. Unterberg Director November 11, 1996 - --------------------------- Thomas I. Unterberg /s/ Robert H. Waterman, Jr. Director November 11, 1996 - --------------------------- Robert H. Waterman, Jr. /s/ Barry J. Sharp Vice President and Chief November 11, 1996 - --------------------------- Financial Officer (Principal Barry J. Sharp Financial and Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----