As filed with the Securities and Exchange Commission on February 24, 2012
Registration No. 333-
UNITED STATES
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 | 54-11263725 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
4300 Wilson Boulevard, Suite 1100, Arlington, Virginia | 22203 | |
(Address of Principal Executive Offices) | (Zip Code) |
Employees Thrift Plan of
Indianapolis Power & Light Company
(Full title of the plan)
Zafar A. Hasan | Copy to: | |
Assistant General Counsel | Amy I. Pandit, Esq. | |
The AES Corporation | Morgan, Lewis & Bockius LLP | |
4300 Wilson Boulevard, Suite 1100 | One Oxford Centre | |
Arlington, Virginia 22203 | Thirty-Second Floor | |
(703) 522-1315 | 301 Grant Street | |
(Name and address, including zip code, and | Pittsburgh, PA 15219 | |
telephone number of agent for service) | (412) 560-3300 |
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Share (1) |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
Common Stock, par value $0.01 |
10,000,000(2)(3)(4) | $13.75 | $137,500,000 | $15,758 | ||||
| ||||||||
|
(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and (c) under the Securities Act of 1933, as amended (the Act), based upon the average of the high and low sales prices of the Common Stock of the Registrant reported on New York Stock Exchange on February 22, 2012. |
(2) | Shares of the Registrant are issuable under the Employees Thrift Plan of Indianapolis Power & Light Company pursuant to the terms of the Agreement and Plan of Share Exchange between the Registrant and IPALCO Enterprises, Inc., dated as of July 15, 2000. |
(3) | In addition, pursuant to Rule 416(c) under the Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan. |
(4) | Pursuant to Rule 416(a) under the Act, this Registration Statement also covers such additional shares as may hereinafter be offered to prevent dilution from stock dividends, stock splits, recapitalizations or other similar transactions. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed to register an additional 10,000,000 shares of common stock, $0.01 par value, of the Registrant, to be issued under the Employees Thrift Plan of Indianapolis Power and Light Company (the Plan) and an indeterminate number of Plan interests. In accordance with General Instruction E to Form S-8, the contents of the Registration Statement (Registration No. 333-156242, Registration No. 333-82306, Registration No. 333-115028 and Registration No. 333-135128) previously filed with the Securities and Exchange Commission relating to the Plan are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Experts
The consolidated financial statements of The AES Corporation included in The AES Corporations Annual Report (Form 10-K) for the year ended December 31, 2011 including the schedule appearing therein, and the effectiveness of The AES Corporations internal control over financial reporting as of December 31, 2011, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon included in such Form 10-K therein, and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining to such financial statements and the effectiveness of The AES Corporations internal control over financial reporting (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of the Plan included in the Plans Annual Report (Form 11-K) for the year ended December 31, 2010, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon included in such Form 11-K therein, and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the report of Ernst & Young LLP pertaining to such financial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing.
Item 8. Exhibits
Exhibit No. |
Description | |
23.1 | Consent of Ernst & Young LLP with respect to the Registrant | |
23.2 | Consent of Ernst & Young LLP with respect to the Plan | |
24.1 | Power of Attorney |
Pursuant to the instructions to Part II, Item 8 of Form S-8, no opinion of counsel as to the legality of common shares is provided because the common stock to be issued under the Plan will not be original issue shares.
The Company hereby undertakes that it has submitted the Plan and any amendment thereto to the Internal Revenue Service in a timely manner and will make all changes required by the Internal Revenue Service in order to qualify the Plan.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the 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 February 24, 2012.
THE AES CORPORATION | ||
By: | /s/ Victoria D. Harker | |
Victoria D. Harker | ||
Chief Financial Officer and President, Global Business Services (Principal Financial 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 February 24, 2012.
Signature |
Capacity | |||||
* |
President, Chief Executive Officer and Director | |||||
Andres Gluski | (Principal Executive Officer) | |||||
* |
Director | |||||
Zhang Guo Bao | ||||||
* |
Director | |||||
Samuel W. Bodman, III | ||||||
|
Director | |||||
Kristina M. Johnson | ||||||
* |
Director | |||||
Tarun Khanna | ||||||
* |
Director | |||||
John A. Koskinen | ||||||
|
Director | |||||
Philip Lader | ||||||
* |
Director | |||||
Sandra O. Moose | ||||||
* |
Director | |||||
John B. Morse, Jr. | ||||||
* |
Chairman and Lead Independent Director | |||||
Philip A. Odeen | ||||||
* |
Director | |||||
Charles O. Rossotti | ||||||
* |
Director | |||||
Sven Sandstrom | ||||||
/s/ Victoria D. Harker |
Chief Financial Officer and President, | |||||
Victoria D. Harker | Global Business Services (Principal Financial Officer) |
/s/ Mary E. Wood |
Vice President and Controller | |||||
Mary E. Wood | (Principal Accounting Officer) | |||||
*By: | /s/ Brian A. Miller |
|||||
Brian A. Miller | ||||||
Attorney-in-fact |
The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Plan) have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized in the City of Arlington, Commonwealth of Virginia, on February 24, 2012.
EMPLOYEES THRIFT PLAN OF | ||
INDIANAPOLIS POWER & LIGHT COMPANY | ||
By: | /s/ Kelly Huntington | |
Kelly Huntington, on behalf of the Employees Pension & Benefits Committee, Indianapolis Power & Light Company, Plan Administrator |
EXHIBIT INDEX
Exhibit No. |
Description | |
23.1 | Consent of Ernst & Young LLP with respect to the Registrant | |
23.2 | Consent of Ernst & Young LLP with respect to the Plan | |
24.1 | Power of Attorney |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption Experts in this Registration Statement (Form S-8) pertaining to the Employees Thrift Plan of Indianapolis Power & Light Company and to the incorporation by reference therein of our reports dated February 24, 2012, with respect to the consolidated financial statements and schedules of The AES Corporation, and the effectiveness of internal control over financial reporting of The AES Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2011, filed with the Securities and Exchange Commission.
McLean, Virginia |
February 24, 2012 |
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption Experts in this Registration Statement (Form S-8) pertaining to the Employees Thrift Plan of Indianapolis Power & Light Company and to the incorporation by reference therein of our report dated June 24, 2011, with respect to the financial statements and schedule of the Employees Thrift Plan of Indianapolis Power & Light Company included in its Annual Report (Form 11-K) for the year ended December 31, 2010, filed with the Securities and Exchange Commission.
Indianapolis, IN |
February 24, 2012 |
Exhibit 24.1
The AES Corporation (the Company)
Power of Attorney
The undersigned hereby constitute and appoint Victoria D. Harker and Brian A. Miller and each of them severally, the attorneys-in-fact of the undersigned with full power of substitution for such person and in such persons name, place and stead, in any and all capacities to sign for and in the name of the undersigned the Companys Registration Statement on Form S-8 related to the registration of 10,000,0000 shares of the Companys common stock pursuant to the Employees Thrift Plan of Indianapolis Power & Light Company and any and all amendments (including post-effective amendments) and supplements thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or any of them, may lawfully do or cause to be done by virtue thereof. This Power of Attorney may be executed in one or more counterparts, each of which together shall constitute one and the same instrument.
Name |
Title |
Date | ||
/s/ Andres Gluski |
Chief Executive Officer | February 17, 2012 | ||
Andres Gluski | President (Principal Executive Officer) and Director | |||
/s/ Zhang Guo Bao |
Director | February 17, 2012 | ||
Zhang Guo Bao | ||||
/s/ Samuel W. Bodman, III |
Director | February 17, 2012 | ||
Samuel W. Bodman, III | ||||
|
Director | February 17, 2012 | ||
Kristina M. Johnson | ||||
/s/ Tarun Khanna |
Director | February 17, 2012 | ||
Tarun Khanna | ||||
/s/ John A. Koskinen |
Director | February 17, 2012 | ||
John A. Koskinen | ||||
|
Director | February 17, 2012 | ||
Philip Lader | ||||
/s/ Sandra O. Moose |
Director | February 17, 2012 | ||
Sandra O. Moose | ||||
/s/ John B. Morse, Jr. |
Director | February 17, 2012 | ||
John B. Morse, Jr. | ||||
/s/ Philip A. Odeen |
Chairman and Lead Independent Director | February 17, 2012 | ||
Philip A. Odeen | ||||
/s/ Charles O. Rossotti |
Director | February 17, 2012 | ||
Charles O. Rossotti | ||||
/s/ Sven Sandstrom |
Director | February 17, 2012 | ||
Sven Sandstrom |