-----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, EcqhMz/T2zMCd/Nej2GZ7VOpFSuJYJfweiN6asgfJuaOAeIpV4hKnTce90O7LmFe zPsbKRSxrc471t/FUdpjHA== 0000874761-97-000017.txt : 19970611 0000874761-97-000017.hdr.sgml : 19970611 ACCESSION NUMBER: 0000874761-97-000017 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970610 EFFECTIVENESS DATE: 19970610 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: 333-28883 FILM NUMBER: 97621829 BUSINESS ADDRESS: STREET 1: 1001 N 19TH ST CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 7035221315 S-8 1 REGISTRATION STATEMENT - -------------------------------------------------------------------------------- As filed with the Securities and Exchange Commission on June 10, 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 54-1163725 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1001 North 19th Street, Arlington, Virginia 22209 (Address of Principal Executive Offices) (Zip Code) ---------------------------------- THE AES CORPORATION INCENTIVE STOCK OPTION PLAN (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 Proposed Securities To To Be Maximum Maximum Be Registered Registered Offering Aggregate Price Offering Amount Of Per Share* Price** Registration Fee - -------------------------------------------------------------------------------- Common Stock, Par Value $0.01 2,000,000 $73.63 $147,260,000.00 $44,624.24 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 average of the high and low prices ($74.00 and $73.25, respectively) on June 9, 1997 for the Company's Common Stock on the New York Stock Exchange Composite Transactions. ** There are also registered hereunder such indeterminate number of additional shares as may become 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 June 10, 1997 to the Prospectus dated June 10, 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 June 10, 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 June 10, 1997. 2. Information Regarding Selling Stockholders and Award Shares Covered by the Prospectus. The Prospectus covers 1,278,039 Award Shares that have been or may be acquired upon exercise of incentive or nonqualified stock options granted pursuant to the Plan held by the Selling Stockholders as of May 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 May 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 July 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 (i) the Deferred Compensation Plan for Executive Officers, (ii) the Profit Sharing and Stock Ownership Plan, and (iii) the Supplemental Retirement Plan; (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 May 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 May 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 for each two shares of Common Stock issued, authorized on January 31, 1994.
- ----------------------------------------------------------------------------------------------------------------------- Present principal Shares of Award Shares Shares of Common Selling Stockholder positions or Common Stock acquired or which Stock to be owned offices with the Beneficially may be acquired after completion of Company Owned(1) and offered offering - ----------------------------------------------------------------------------------------------------------------------- Roger W. Sant................Chairman of the ...........10,659,070 (2) ......... 256,039 .........10,544,988 Board and Director Dennis W. Bakke..............President, Chief ......... 8,985,433 (3) ......... 256,618 ......... 8,902,403 Executive Officer and Director Thomas A. Tribone............Senior Vice President .... 201,641 ............. 82,323 ......... 170,463 Mark F. Fitzpatrick..........Vice.President ........... 152,776 (4) ......... 75,568 ......... 123,249 Barry J. Sharp...............Vice.President and ....... 155,170 (5) ......... 80,852 ......... 124,159 Chief Financial Officer Kenneth R. Woodcock..........Senior Vice President .... 2,039,618 ............. 70,815 ......... 2,012,986 David G. McMillen............Vice President ........... 83,617 ............. 56,411 ......... 59,890 Roger F. Naill...............Vice President ........... 759,550 ............. 47,118 ......... 740,575 J. Stuart Ryan...............Vice President ........... 149,225 ............. 133,755 ......... 71,567 Paul T. Hanrahan.............Vice President ........... 40,839 ............. 29,768 ......... 31,385 John Ruggirello..............Vice President ........... 76,179 ............. 66,526 ......... 49,749 William R. Lurashi...........General Counsel & ........ 10,072 ............. 34,050 ......... 2,537 Secretary Sarah Slusser................Division Manager ......... 18,684 ............. 21,590 ......... 10,097 Paul Stinson.................Division Manager ......... 49,273 ............. 34,557 ......... 34,717 - -----------------------------------------------------------------------------------------------------------------------
(1) Includes (a) the following shares issuable upon exercise of options: Mr. Sant - 428,449 shares; Mr. Bakke - 226,870 shares; Mr. Tribone - 141,799 shares; Mr. Fitzpatrick - 29,527 shares; Mr. Sharp - 98,991 shares; Mr. Woodcock - 80,707 shares; Mr. McMillen - 41,345 shares; Dr. Naill - 49,681 shares; Mr. Ryan - 122,409 shares; Mr. Hanrahan - 20,409 shares; Mr. Ruggirello - 46,322 shares; Mr. Luraschi - 7,535; Ms. Slusser - 18,684; Mr. Stinson - 49,273; (b) the following units issuable under the Deferred Compensation Plan for Executive Officers: Mr. Sant - 14,021; (c) the following shares held by the Profit Sharing and Stock Ownership Plan: Mr. Sant - 146,212 shares; Mr. Bakke - 139,479 shares; Mr. Tribone - 27,883 shares; Mr. Fitzpatrick - 43,110 shares; Mr. Sharp - 22,359 shares; Mr. Woodcock - 81,457 shares; Mr. McMillen - 15,716 shares; Dr. Naill - 71,187 shares; Mr. Ryan - 20,641 shares; Mr. Hanrahan - 16,343 shares; Mr. Ruggirello - 15,226 shares; Mr. Luraschi - 2,537; Ms. Slusser - 6,620; Mr. Stinson - 13,662;and (d) the following units under the Supplemental Retirement Plan: Mr. Sant - 1,727; Mr. Bakke - 2,151; Mr. Tribone - 404; Mr. Fitzpatrick - 238; Mr. Sharp - 284; Mr. Woodcock - 733; Mr. McMillen - 250; Dr. Naill - 147; Mr. Ryan - 268; Mr. Hanrahan - 0; Mr. Ruggirello - 120. 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 July 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 7,550,146 shares held jointly by Mr. Sant and his wife. Also includes 403,241 shares held by his wife, 146,195 held in an IRA for the benefit of Mr. Sant, and 64,871 shares held in an IRA for the benefit of his wife. In addition, includes 1,149,525 shares held by The Summit Foundation, of which Mr. Sant disclaims beneficial ownership. (3) Includes 6,834,658 shares held jointly by Mr. Bakke and his wife, 31,530 shares held by his children, 449,043 shares held by his wife, and 173,383 shares held by the Mustard Seed Foundation, of which Mr. Bakke disclaims beneficial ownership. (4) Includes 76,657 shares held jointly by Mr. Fitzpatrick and his wife, and 1,988 and 1,256 shares held an IRAs for the benefit of Mr. Fitzpatrick and his wife, respectively. (5) Includes 33,536 shares held jointly by Mr. Sharp and his wife. 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 June 9, 1997 was $74.00. 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; see also its Proxy Statement for the Annual Meeting of Stockholders held on April 15, 1997, its Current Reports on Form 8-K dated January 30, 1997, February 18, 1997, and March 24, 1997, and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1997. Each of the foregoing is on file with the Securities and Exchange Commission. PROSPECTUS THE AES CORPORATION Common Stock This Prospectus relates to offers and sales by certain officers and 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 incentive or nonqualified stock options granted pursuant to the Incentive Stock Option Plan (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 THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is June 10, 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). RECENT DEVELOPMENTS In May 1997, a subsidiary of AES and its partners, the Southern Company and The Opportunity Fund, a Brazilian investment fund, won a bid to acquire 14.41% of Companhia Energetica de Minas Gerais, ("Cemig"), an integrated electric utility serving the State of Minas Gerais in Brazil. These shares, which also represent approximately 33% of the voting interest in Cemig, will be acquired from the State of Minais Gerais in a partial privatization of the company for a total purchase price of $1.056 billion. The Company expects to fund its acquisition through a combination of non-recourse and recourse bank loans. 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 financial statements and schedules included or incorporated by reference in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 and incorporated herein by reference have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports which are also incorporated herein by reference and have been so incorporated in reliance upon such reports given upon the authority of that firm 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 Registrant'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 (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-8 (Registration No. 333-26225)). 3.2 Amendment to Amended and Restated Certificate of Incorporation of The AES Corporation (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-8 (Registration No. 333-26225)). 3.3 By-laws of The AES Corporation, as amended, are incorporated herein by reference to Exhibit 3.2 to the Registration Statement on Form S-4 (Registration No. 333-22513). *5 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 Incentive Stock Option Plan. *23.1 Consent of Deloitte & Touche LLP, independent auditors. *23.2 Consent of Chadbourne & Parke LLP (included in its opinion filed as Exhibit 5 hereto). *24 Power of Attorney. *99 The AES Corporation Incentive Stock Option Plan , as amended. ----------------------- * 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 10th of June, 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 10th day of June, 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 - ------------------------ Director(Principal Executive Officer) (Dennis W. Bakke) */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) Director - ------------------------ (John H. McArthur) Director - ------------------------ (Hazel R. 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 (Principal Financial and (Barry J. Sharp) Accounting Officer) *By: /s/ Barry J. Sharp ------------------------ Attorney-in-fact EX-5 2 OPINION OF COUNSEL June 10, 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 2,000,000 shares (the "Shares") of common stock, par value $.01 per share, of the Company to be issued and sold pursuant to The AES Corporation Incentive Stock Option Plan (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, 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 nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely, Chadbourne & Parke LLP EX-23.1 3 INDEPENDENT AUDITOR'S CONSENT 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 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 is part of this Registration Statement. Washington, DC June 10, 1997 EX-24 4 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 1991 Incentive 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 Board November 11, 1996 - --------------------------- and Director Roger W. Sant /s/ Dennis W. Bakke President, November 11, 1996 - --------------------------- Chief Executive Dennis W. Bakke Officer and Director (Principal Executive Officer) /s/ Vicki-Ann Assevero Director November 11, 1996 - --------------------------- Vicki-Ann Assevero /s/ 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 November 11, 1996 - --------------------------- Chief Financial Officer Barry J. Sharp (Principal Financial and Accounting Officer) EX-99 5 THE AES CORPORATION INCENTIVE STOCK OPTION PLAN THE AES CORPORATION INCENTIVE STOCK OPTION PLAN (as amended on April 16, 1996) ARTICLE I Purpose The AES Corporation (the "Company") desires to promote the growth and prosperity of the Company by allowing certain employees of the Company to share in its ownership. In order to effectuate this purpose, the Board of Directors hereby adopts The AES Corporation Incentive Stock Option Plan (the "Plan") effective June 1, 1991. ARTICLE II Words and Phrases Used in the Plan 2.01 Definitions. Whenever used in the Plan, the words and phrases set forth below shall have the following meanings unless the contest clearly requires otherwise: (a) "Board of Directors" shall mean the Board of Directors of the Company. (b) "Code" shall mean the Internal Revenue Code of 1986, as amended. (c) "Committee" shall mean (i) the Human Resources Committee, as appointed by the Board of Directors from time to time, provided that each member of the Human Resources Committee is a "disinterested person" as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or (ii) if any such member is not a "disinterested person", a committee comprising such members of the Human Resources Committee who are "disinterested persons" as so defined. (d) "Company" shall mean The AES Corporation, a Delaware corporation, or its successor under the Plan. (e) "Effective Date" shall mean June l, 1991. (f) "Employee" shall mean any person, including an officer or director, who is a common law employee of the Company, of any subsidiary more than 50% of the voting capital stock of which is directly or indirectly owned by the Company. (g) "Employer" shall mean the Company, any subsidiary more than 50% of the voting capital stock of which is directly or indirectly owned by the Company. (h) "Nonqualified Option" shall mean an option granted under Article V of the Plan which is designated by the Board as a Nonqualified Option. (i) "Officer" shall mean any officer of the Company or of a subsidiary of the Company whose office or duties subject him to the reporting and "short swing" transaction provisions of Sections 16(a) and 16(b) of the Securities Exchange Act of 1934, as amended. (j) "Option" shall mean the right to purchase stock granted to an Employee under the Plan, or the writing referred to in Section 5.01 evidencing such right, as the contest may require. (k) "Optionee" shall mean any person who has the right to purchase stock pursuant to an Option granted under the Plan. (1) "Option Shares" shall mean shares of Stock purchased by an Optionee pursuant to an Option. (m) "Plan" shall mean The AES Corporation Incentive Stock Option Plan. (n) "Qualified Option" shall mean an option granted under Article V of the Plan which is designated by the Board as a Qualified Option. (o) "Stock" shall mean the Common Stock of the Company, par value $.01 per share. 2.02 Word Usage. Wherever used in the Plan, any word denoting the masculine shall include the feminine, and any word denoting the plural shall include the singular and vice versa unless the context indicates otherwise. As used in the Plan, the word "herein," "hereafter," or "hereunder," or any other compound of the word "here" shall refer to the Plan in its entirety and not to any subpart, unless the contest indicates otherwise. ARTICLE III The Committee 3.01. Committee. The Committee, subject to the provisions of the Plan and subject to such restrictions as the Board of Directors may make from time to time, shall have authority to prescribe, amend, and rescind rules and regulations relating to the Plan, to construe all Plan provisions and to determine any and all questions arising under the Plan. The Committee shall determine the manner, timing and amount of any Options granted pursuant to the Plan. The determination of the Committee shall be conclusive on all persons affected thereby. 3.02. Action by Committee. A majority of the members of the Committee constitute a quorum for the transaction of business. Any determination or action of the Committee may be made or taken by a majority of the members of the Committee present at any meeting of the Committee, or without a meeting by resolution or instrument in writing signed by a majority of the members of the Committee. 3.03. Delegation of Powers. The Committee may delegate its powers set forth in Sections 3.01 and 4.01 to each of the Chairman of the Board and the President of the Company in respect of determinations of Options to be granted to Employees who are not (a) Officers (b) directors of the Company or (c) beneficial owners of more than 10% of the Stock or of any other class of equity security of the Company registered under Section 12 of the Securities Exchange Act of 1934, as amended. ARTICLE IV Eligibility 4.01. Eligibility. All employees shall be eligible to receive an Option. The Committee shall determine which Employees shall receive an Option. In making this determination, the Committee may take into account the nature and length of service rendered by the Employee, his past, present and potential contributions to the success of the Company and such other factors that the Committee, in its sole discretion, shall deem relevant. Subject to the limitation set forth in Section 5.02(d) in respect of Qualified Options, any Employee who has been granted an Option under the Plan, but has not yet exercised that Option, shall be eligible to receive any additional Options which the Committee may grant to him from time to time, without regard to any Options which have been previously granted to him. ARTICLE V Grant of Options 5.01. Grant of Options. Each Qualified Option and Nonqualified Option shall be in writing and shall specify the number of shares of Stock which may be purchased pursuant to the Option, the purchase price, any vesting periods, the period during which the Option may be exercised and other conditions, if any, under which the Option has been granted. Options shall not be granted for fractional shares of Stock. 5.02. Limitations on Qualified Options. Each Qualified Option shall be subject to the following limitations: (a) Each Qualified Option shall be exercisable for a period of time specified in the Option, which period shall not exceed ten (10) years from the date it was granted, subject, however, to clause (c) below; (b) the price of Stock purchased pursuant to each Qualified Option shall be equal to the "fair market value" (as defined below) of the Stock at the time such Option is granted, subject, however, to clause (c) below; (c) if an Employee, at the time an Option is granted, owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any parent or subsidiary of the Company, then (i) the price per share for Stock which may be acquired pursuant to a Qualified Option shall equal one hundred ten percent (110%) of the "fair market value" of the Stock at the time such Option is granted and (ii) any Qualified Option granted to such Employee shall not be exercisable more than five (5) years after such date the Option is granted; and (d) in no event shall the aggregate fair market value (determined as of the time Qualified Options are granted) of the Stock with respect to which any Qualified Options (and any other tax qualified options under other incentive stock option plans of the Company or any parent or subsidiary of the Company) are exercisable for the first time by an Optionee during any calendar year exceed $100,000. For the purpose of this Section 5.02, the term "fair market value" shall mean the closing price of the Stock, on the last trading day immediately preceding the date of grant, on the National Association of Securities Dealers Automated Quotation ("NASDAQ") National Market System, or on any national securities exchange on which the Stock at the time of grant may be listed. If the Stock ceases to be so quoted or listed, the term fair market value" shall be the fair market value as of the date of grant as determined in good faith by the Committee. 5.03. Maximum Shares Authorized Under the Plan. The total number of shares of Stock for which Options can be granted pursuant to the Plan shall be 5,000,000 shares. In the event of a recapitalization of the Company, the maximum number of authorized shares shall be adjusted as provided in Article VII. The Company shall reserve, either from authorized but heretofore unissued Stock or from Stock reacquired by the Company and held in its treasury, the full number of shares of Stock necessary to satisfy all Options that may be granted under the Plan. ARTICLE VI Exercise of Options 6.01. Procedure for Exercising Options. Any Option may be exercised at any time during the period commencing with either the date the Option is granted or in accordance with a vesting schedule established by the Committee, and ending with the expiration date of the Option; provided, however, that any Option granted to (a) an Officer, (b) a director of the Company or (c) a beneficial owner of 10% or more of the Stock or of any other class of equity security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, cannot be exercised until at least six months and one day after the date the Option is granted. An Optionee may exercise his Option for all or part of the number of shares of Stock which he is eligible to exercise under the terms of the Option. The exercise of an Option shall be effective only upon delivery to the Director of Finance and Administration of the Company of (i) written notice of such exercise on the form prescribed by the Committee and (ii) payment of the full purchase price of the Option Shares in respect of which notice of exercise is given. The notice shall specify the number of shares to be exercised and shall be signed by the Optionee. Upon the exercise of any Option, the Company shall provide the Optionee with the notice required under Section 6039(a) of the Code. 6.02. Issuance of Option Shares. Promptly after receipt of written notice of exercise and full payment of the purchase price for the Option Shares being acquired, the Director of Finance and Administration of the Company shall instruct the Transfer Agent and Registrar of the Company to issue Option Shares in the name of, and deliver certificates therefor to, the Optionee. Until such time as the issuance of Option Shares in the name of the Optionee is registered on the stockholders ledger of the Company, the Optionee shall have no rights of a stockholder of the Company, including without limitation the right to vote the Option Shares or to receive any dividends which are attributable to the Option Shares. 6.03. Disability. In the event an Optionee becomes totally and permanently disabled, within the meaning of Section 22(e)(3) of the Code, while in the continuous employ of the Employer, all Options held by such Optionee shall automatically expire on the earlier of (a) the date the Option would have expired had the Employee continued in the employ of the Employer and (b) one (1) year after the date his employment with the Employer ceases because of such disability. 6.04. Death. In the event of the death of an Optionee while in the continuous employ of the Employer, all Options held by such Optionee shall automatically expire on the earlier of (a) their normal expiration dates and (b) one (1) year after such death. Any such Option may be exercised by the personal representative of the deceased Optionee's estate or by the person or persons to whom his rights under such Option have passed either by will or by the laws of descent and distribution. Any such Option is exercisable in the same manner and subject to the same conditions (other than the expiration date) which would have applied if the Optionee had exercised such Option before he died. 6.05. Incapacity. In the event that an Optionee is adjudged to be mentally incompetent while in the continuous employ of the Employer or during a period of total and permanent disability which commenced while in the continuous employ of the Employer, the Optionee's guardian, conservator, or legal representative shall have the right to exercise on behalf of the Optionee any Options granted to the Optionee. 6.06. Termination of Employment. In the event that an Optionee's employment with the Employer terminates for any reason other than the death or disability of the Optionee, all Options held by such Optionee shall automatically expire on the earlier of (a) the date the Option would have expired had the Employee continued in the employ of the Employer and (b) thirty (30) days after the date that the Optionee's employment with the Employer ceases. 6.07. Transfer of Options. Except to the extent that an Option may be transferred by will or by the laws of descent and distribution as provided for in Section 6.04, no Option granted under the Plan shall be sold, assigned, transferred, conveyed, pledged or otherwise disposed of by the Optionee or by any other person having or claiming to have any rights thereto or therein, and no Option shall be subject to bankruptcy proceedings, claims of creditors, attachment, garnishment, execution, levy or other legal process against the Optionee or any such other person or their property. ARTICLE VII Adjustments Upon Recapitalization 7.01. Recapitalization. In the event of any merger, consolidation, stock or other non-cash dividend, split-up, spin-off, combination or exchange of shares or other recapitalization or change in capitalization (collectively, "recapitalization"), the Stock which an Optionee would have been entitled to receive upon the exercise of an Option shall, without further action on the part of the Optionee, be changed into the same or a different number of shares of the same or another class or classes of stock, or other consideration, that the Optionee would have received, as a result of such recapitalization, if the Optionee had exercised his Option in full immediately prior to the date of such recapitalization and had not subsequently disposed of his Option Shares; provided, however, that no fractional share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. 7.02. Change in Maximum Authorized Shares. In the event of any recapitalization in which shares of Stock are converted into, exchanged for or entitled to a different number of shares of Stock or a different class of equity security of the Company, the remaining number of shares of Stock for which Options may be granted under the Plan shall be equal to the number of shares of Stock or the number of shares and class of such equity securities which a person, to whom an Option for all remaining available shares of Stock had been granted immediately prior to the date of such recapitalization, would be entitled to receive. In the event of any other recapitalization, no further Options shall be authorized to be granted under the Plan. 7.03. Termination Upon Liquidation. A liquidation or dissolution of the Company shall cause all Options, to the extent not previously exercised, to terminate, unless the plan or agreement of liquidation or dissolution provides otherwise. ARTICLE VIII Miscellaneous 8.01. Amendment and Termination of the Plan. The Plan shall terminate no later than June 1, 2001. Notwithstanding the immediately preceding sentence, the Company reserves the right, by action of its Board of Directors, to change, amend, modify or terminate the Plan at any time. Neither the termination of the Plan nor any change, amendment or modification shall have the effect of changing, modifying, amending or terminating in any way any Option which has been granted under the Plan prior to the effective date of any such change, amendment, modification or termination of the Plan. 8.02. Compliance with Securities Laws. Options shall not be granted, and Option Shares shall not be issued, unless in the opinion of the Company all such grants and issuances shall comply with all relevant provisions of federal and state laws, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any rules and regulations promulgated thereunder, and the requirements of any inter-dealer quotation system or stock exchange upon which the Stock may then be quoted or listed. The Company may require Optionees to deliver representations, agreements and other documents at the time of exercise of Options, necessary to comply with any such laws, regulations and other requirements. 8.03. Legends. In the event the Stock issued pursuant to the Plan has not been registered under the Securities Act of 1933, as amended, a legend shall be placed on any certificates representing such Stock stating that such shares have not been so registered and that the resale thereof is restricted. 8.04. No Contract of Employment Intended. Nothing in the Plan or in any Option granted pursuant to the Plan shall confer upon any Employee any right to continue in the employ of the Employer or interfere in any way with the right of the Employer to terminate such Employee's employment at any time. 8.05. Headings Not Controlling. The titles to Articles and the headings of Sections in the Plan are placed herein for convenience of reference only and, in the case of any conflict, the test of the Plan rather than such titles or headings shall control. 8.06. Governing Law. The Plan shall be governed by the laws of the State of Delaware and any applicable federal law. It is the intention of the Company that the Plan shall comply with the provisions of Section 422 of the Code and any other applicable federal and state laws, and the Plan shall be interpreted consistently with that end. -----END PRIVACY-ENHANCED MESSAGE-----