<PAGE>
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As filed with the Securities and Exchange Commission on June 10, 1997
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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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)
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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
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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
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Common Stock,
Par Value
$0.01 2,000,000 $73.63 $147,260,000.00 $44,624.24
per share shares
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* 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.
<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 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.
<PAGE>
<TABLE>
<CAPTION>
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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
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<S> <C> <C> <C>
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
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</TABLE>
(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.
<PAGE>
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.
<PAGE>
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
<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).
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.
<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 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.
<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 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
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
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
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)
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.
<PAGE>
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.
