As filed with the Securities and Exchange Commission on February 28, 2002
Registration No. 333- __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
THE AES CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 54-1163725
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1001 North 19th Street
Arlington, Virginia 22209
(Address of Principal Executive Offices)
AES Puerto Rico LP Retirement Plan
(Full title of the plan)
Barry J. Sharp
Executive Vice President and Chief Financial Officer
The AES Corporation
1001 North 19th Street
Arlington, Virginia 22209
(703) 552-1315
(Name and address, including zip code, and
telephone number of agent for service)
Copy to:
John McGrady III, Esquire
Buchanan Ingersoll Professional Corporation
One Oxford Centre, 301 Grant Street 20th Floor
Pittsburgh, Pennsylvania 15219-1410
(412) 562-8800
______________________
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
to be Registered Registered Price Per Share (1) Offering Price Registration Fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 1,000,000(2)(3) $3.85 $3,850,000 $354.20
===================================================================================================================================
(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 22, 2002.
(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 AES Puerto Rico LP
Retirement Plan (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 7.
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, 2000, 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, 2000; 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 superseded, to constitute a part of this Registration
Statement.
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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 would have the power or
the obligation to indemnify such person against such liability under the
provisions of the Company's By-Laws.
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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.
Exhibit No. Description Method of Filing
---------------------- -------------------------------------------------------- ------------------------------------------------
5.1 Opinion of Buchanan Ingersoll Professional Corporation Filed herewith.
regarding legality of the securities being registered.
5.2 Puerto Rico Treasury Department determination letter that Filed herewith.
the Plan is qualified under Section 1165(e) of the
Puerto Rico International Revenue Code.
23.1 Independent Auditors' Consent Filed herewith.
23.2 Independent Auditors' Consent Filed herewith.
23.3 Consent of Buchanan Ingersoll Professional Corporation (included in its opinion filed as Exhibit 5.1
hereto)
24.1 Power of Attorney Filed herewith.
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;
(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
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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.
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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 28th day
of February, 2002.
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 28th day of February, 2002.
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/ 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
/s/ Thomas I Unterberg Director
-------------------------------------------------------
Thomas I Unterberg
/s/ Robert H. Waterman, Jr. Director
-------------------------------------------------------
Robert H. Waterman, Jr.
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/s/ Philip Lader Director
-------------------------------------------------------
Philip Lader
/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
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 28th day of February, 2002.
AES PUERTO RICO LP RETIREMENT PLAN
By: AES Puerto Rico, LP,
its Plan Administrator
By: /s/ Annette Rodriquez
---------------------
Annette Rodriguez
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EXHIBIT INDEX
Exhibit No. Description Method of Filing
---------------------- -------------------------------------------------------- ------------------------------------------
5.1 Opinion of Buchanan Ingersoll Professional Corporation Filed herewith.
regarding legality of the securities being registered.
5.2 Puerto Rico Treasury Department determination letter that Filed herewith.
the Plan is qualified under Section 1165(e) of
the Puerto Rico International Revenue Code.
23.1 Independent Auditors' Consent Filed herewith.
23.2 Independent Auditors' Consent Filed herewith.
23.3 Consent of Buchanan Ingersoll Professional Corporation (included in its opinion filed as Exhibit
5.1 hereto)
24.1 Power of Attorney Filed herewith.
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