<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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.
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.
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
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
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
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)
