<PAGE>
As filed with the Securities and Exchange Commission on February 14, 2000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
THE AES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 54-1163725
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1001 North 19th Street 22209
Arlington, Virginia (Zip Code)
(Address of principal executive offices)
___________________________________
Employees' Savings Plan of Central Illinois Light Company
(Full title of the plan)
____________________________________
Barry J. Sharp
Senior Vice President and Chief Financial Officer
1001 North 19th Street
Arlington, Virginia 22029
(703) 552-1315
____________________________________
Copies of communications to:
John E. McGrady III, Esquire
Buchanan Ingersoll Professional Corporation
One Oxford Centre, 301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
(412) 562-8800
____________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Per Aggregate Offering Amount of
To Be Registered Registered Share (1) Price Registration Fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 1,000,000 shares (2)(3) $84.0625 $84,062,500 $22,192.50
value $.01 per share
=========================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(h) of the Securities Act of 1933, and solely for the
purpose of calculating the registration fee, the proposed maximum offering
price per share is based on the average of the high and low sales prices of
the Common Stock on the New York Stock Exchange on February 10, 2000.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Employees' Savings Plan of
Central Illinois Light Company (the "Plan").
(3) If, as a result of stock splits, stock dividends or similar transactions,
the number of securities purported to be registered by this Registration
Statement changes, the provisions of Rule 416 under the Securities Act shall
apply to this Registration Statement, and this Registration Statement shall
be deemed to cover the additional securities resulting from the split of, or
the dividend on, the securities covered by this Registration Statement.
================================================================================
The Exhibit Index for this Registration Statement is at page 8.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities
Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed with the Commission by The AES
Corporation, a Delaware corporation (the "Company"), and are incorporated herein
by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, filed pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act");
(b) All other reports filed by the Company pursuant to Section 13 (a) or
15(d) of the Exchange Act since December 31, 1998; and
(c) The description of the Company's Common Stock, par value $.01 per
share, contained in the Company's Registration Statement on Form 8-A
(Registration No. 0-19281 filed 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 on October 10, 1996), including any amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Company and the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment that indicates that all securities offered pursuant
to this Registration Statement have been sold or that deregisters all securities
then remaining unsold, shall also be deemed to be incorporated by reference
herein and to be a part hereof from the dates 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 other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or
2
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superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under the Company's By-Laws, and in accordance with Section 145 of the
Delaware General Corporation Law (the "GCL"), the Company 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 the Company 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 the Company, or is or
was serving in such capacity or as agent at the request of the Company 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 the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe was unlawful. Agents of the
Company 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 the Company, 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 the Company'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 the Company. 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 the Company's By-Laws, the Company may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Company 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 the Company
3
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would have the power or the obligation to indemnify such person against such
liability under the provisions of the Company's By-Laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of exhibits filed as part of this Registration
Statement.
<TABLE>
<CAPTION>
Exhibit No. Description Method of Filing
- --------------- ---------------------------------------------------- -----------------------
<S> <C> <C>
5.1 Opinion of Buchanan Ingersoll Professional Filed herewith
Corporation regarding legality of the securities
being registered.
5.2 In lieu of the opinion of counsel or determination
letter contemplated by Item 601(b)(5) of Regulation
S-K, the Company confirms that it has submitted or
will submit the Plan and all amendments thereto to
the Internal Revenue Service in a timely manner and
that it has made or will make all changes required
by the Internal Revenue Service in order to qualify
and/or maintain qualification of the Plan under
Section 401 of the Internal Revenue Code.
23.1 Independent Auditors' Consent. Filed herewith
23.2 Consent of Buchanan Ingersoll Professional (included in its
Corporation. opinion filed as
Exhibit 5.1 hereto)
24.1 Powers of Attorney Filed herewith
</TABLE>
Item 9. Undertakings.
The Company 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;
4
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(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; 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 by the
registrant with or furnished to the Commission 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 purposes 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.
(b) That, for purposes of determining any liability under the Securities Act,
each filing of the Company'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 therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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.
5
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, the
--------------
Company 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
14th day of February, 2000.
THE AES CORPORATION
By: /s/ William R. Luraschi
-----------------------------
William R. Luraschi
Vice President and Secretary
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 14th day of February, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/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/ 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/ John H. McArthur* Director
- ----------------------------------------------
(John H. McArthur)
/s/ Hazel O'Leary* Director
- ----------------------------------------------
(Hazel O'Leary)
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
/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 Accounting Officer)
(Barry J. Sharp)
*By: /s/ Barry J. Sharp
--------------------------------
Barry J. Sharp
Attorney-in-fact
</TABLE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
--------
trustees (or other persons who administer the Plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, on this 14th day of February, 2000.
EMPLOYEES' SAVINGS PLAN OF
CENTRAL ILLINOIS LIGHT COMPANY
By: Central Illinois Light Company,
its Plan Administrator
By: /s/ John G. Sahn
--------------------------------
John G. Sahn
Secretary
7
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Method of Filing
- --------------- ---------------------------------------------------- -----------------------
<S> <C> <C>
5.1 Opinion of Buchanan Ingersoll Professional Filed herewith
Corporation regarding legality of the securities
being registered.
5.2 In lieu of the opinion of counsel or determination
letter contemplated by Item 601(b)(5) of Regulation
S-K, the Company confirms that it has submitted or
will submit the Plan and all amendments thereto to
the Internal Revenue Service in a timely manner and
that it has made or will make all changes required
by the Internal Revenue Service in order to qualify
and/or maintain qualification of the Plan under
Section 401 of the Internal Revenue Code.
23.1 Independent Auditors' Consent. Filed herewith
23.2 Consent of Buchanan Ingersoll Professional (included in its
Corporation. opinion filed as
Exhibit 5.1 hereto)
24.1 Powers of Attorney Filed herewith
</TABLE>
8
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Exhibit 5.1
February 14, 2000
Board of Directors
The AES Corporation
1001 North 19th Street
Arlington, Virginia 22209
Ladies and Gentlemen:
We have acted as counsel to The AES Corporation, a Delaware corporation
(the "Corporation"), in connection with the proposed issuance by the Corporation
of up to 1,000,000 shares of the Corporation's common stock (the "Common
Stock"), pursuant to the terms of the Employees' Savings Plan of Central
Illinois Light Company (the "Plan").
In connection with such proposed issuance, we have examined the Plan, the
Certificate of Incorporation of the Corporation, as amended and restated, the
By-laws of the Corporation, as amended, the relevant corporate proceedings of
the Corporation, the Registration Statement on Form S-8 covering the issuance of
the Common Stock, and such other documents, records, certificates of public
officials, statutes and decisions as we consider necessary to express the
opinions contained herein. In the examination of such documents, we have
assumed the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformity to those original documents of
all documents submitted to us as certified or photostatic copies.
Based on the foregoing, we are of the opinion that when the Registration
Statement shall have been declared effective by order of the Securities and
Exchange Commission and when the Common Stock has been duly issued and delivered
pursuant to the terms of the Plan, such shares of Common Stock will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By: /s/ James J. Barnes
_____________________________
James J. Barnes
<PAGE>
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 report dated February 4, 1999, included
in the Current Report of The AES Corporation on Form 8-K, dated March 18, 1999,
and of our report dated February 4, 1999, on the related financial statement
schedules included in the Annual Report on Form 10-K of The AES Corporation for
the year ended December 31, 1998.
DELLOITTE & TOUCHE LLP
McLean, Virginia
February 14, 2000
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below, acting in the capacity or capacities stated opposite their
respective names, hereby constitute and appoint DENNIS W. BAKKE, BARRY J. SHARP
and WILLIAM R. LURASCHI and each of them severally, such persons true and lawful
attorneys-in-fact 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 relating to the plan interests and shares of Common
Stock, par value $.01 per share, of the AES Corporation, a Delaware corporation,
issuable or deliverable under Employee's Savings Plan of Central Illinois Light
Company (the "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 one or more counterparts,
each of which together shall constitute one and the same instrument.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------------- ----------------------------------------- ---------------------
<S> <C> <C>
/s/ Roger W. Sant Chairman of the Board and Director January 4, 2000
- --------------------------------
Roger W. Sant
/s/ Dennis W. Bakke President, Chief Executive Officer and January 4, 2000
- -------------------------------- Director (Principal Executive Officer)
Dennis W. Bakke
/s/ Alice F. Emerson Director January 4, 2000
- --------------------------------
Alice F. Emerson
/s/ Robert F. Hemphill, Jr. Director January 4, 2000
- --------------------------------
Robert F. Hemphill, Jr.
/s/ Frank Jungers Director January 4, 2000
- --------------------------------
Frank Jungers
/s/ John H. McArthur Director January 4, 2000
- --------------------------------
John H. McArthur
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Hazel O'Leary Director January 4, 2000
- --------------------------------
Hazel O'Leary
/s/ Thomas I. Unterberg Director January 4, 2000
- --------------------------------
Thomas I. Unterberg
/s/ Robert H. Waterman, Jr. Director January 4, 2000
- --------------------------------
Robert H. Waterman, Jr.
/s/ Barry J. Sharp Sr. Vice President and Chief Financial January 4, 2000
- -------------------------------- Officer (Principal Financial and
Barry J. Sharp Accounting Officer)
</TABLE>
