As filed with the Securities and Exchange Commission on April 30, 2004
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE AES CORPORATION
(Exact name of Registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
54-1163725 (I.R.S. Employer Identification Number) |
1001 North 19th Street
Arlington, Virginia 22209
(Address of Principal Executive Offices)
Employees’ Thrift Plan
of Indianapolis Power & Light Company
(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 E. McGrady III, Esq. Buchanan Ingersoll PC One Oxford Centre 301 Grant Street, 20th Floor Pittsburgh, Pennsylvania 15219-1410 (412) 562-8800 |
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Share (1) |
Proposed Maximum Price |
Amount of Registration Fee | ||||||||
| Common Stock, par value $0.01 |
1,000,000 | (2)(3)(4) | $ | 7.73 | $ | 7,730,000 | $ | 979.39 | ||||
| (1) | Pursuant to Rule 457(h) of the Securities Act of 1933, as amended (the “Act”), 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 April 27, 2004. |
| (2) | Shares of the registrant are issuable under the Employees’ Thrift Plan of Indianapolis Power & Light Company (the “Plan”) pursuant to the terms of the Agreement and Plan of Share Exchange between the registrant and IPALCO Enterprises, Inc., dated as of July 15, 2000. |
| (3) | In addition, pursuant to Rule 416(c) under the Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan. |
| (4) | 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 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 4.
STATEMENT
Pursuant to General Instruction E of Form S-8, this registration statement is being filed to register additional shares of Common Stock, par value $0.01, of the registrant (and plan interests) covered by the Employees’ Thrift Plan of Indianapolis Power & Light Company (the “Plan”) — the same classes of securities for which a registration statement on Form S-8 was previously filed and declared effective (“Registration No. 333-82306”) in connection with the Plan. The contents of Registration No. 333-82306 are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits |
| Exhibit No. |
Description |
Method of Filing | ||
| 5.1 | Opinion of Buchanan Ingersoll PC regarding legality of the securities being registered | Filed herewith. | ||
| 5.2 | IRS Determination Letter as to the Plan | Filed herewith. | ||
| 23.1 | Independent Auditors’ Consent | Filed herewith. | ||
| 23.2 | Notice regarding Consent of Independent Auditors pursuant to Rule 437a | Filed herewith. | ||
| 23.3 | Consent of Buchanan Ingersoll PC | (included in its opinion filed as Exhibit 5.1 hereto) | ||
| 24.1 | Power of Attorney | Filed herewith. |
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Arlington, Commonwealth of Virginia, on this 30th day of April, 2004.
| THE AES CORPORATION | ||
| By: | /s/ JAY KLOOSTERBOER | |
| Jay Kloosterboer, Vice President, Chief Human Resources Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 30th day of April, 2004.
| SIGNATURE |
TITLE | |
| * Richard Darman |
Chairman of the Board and Director | |
| * Alice F. Emerson |
Director | |
| * Paul T. Hanrahan |
President, Chief Executive Officer and Director (Principal Executive Officer) | |
| * Kristina M. Johnson |
Director | |
| * John A. Koskinen |
Director | |
| * Philip Lader |
Director | |
| * John H. McArthur |
Director | |
| * Sandra O. Moose |
Director | |
| * Philip A. Odeen |
Director | |
| * Charles O. Rossotti |
Director | |
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| * Sven Sandstrom |
Director | |
| * Roger W. Sant |
Director and Chairman Emeritus | |
| /s/ BARRY J. SHARP Barry J. Sharp |
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |
| 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 30th day of April, 2004.
| EMPLOYEES’ THRIFT PLAN OF INDIANAPOLIS POWER & LIGHT COMPANY | ||
| By: | /s/ EDWARD J. KUNZ | |
| Edward J. Kunz, on behalf of the Employees’ Pension & Benefits Committee, Indianapolis Power & Light Company,Plan Administrator | ||
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EXHIBIT INDEX
| Exhibit No. |
Description |
Method of Filing | ||
| 5.1 | Opinion of Buchanan Ingersoll PC regarding legality of the securities being registered | Filed herewith. | ||
| 5.2 | IRS Determination Letter as to the Plan | Filed herewith. | ||
| 23.1 | Independent Auditors’ Consent | Filed herewith. | ||
| 23.2 | Notice regarding Consent of Independent Auditors pursuant to Rule 437a | Filed herewith. | ||
| 23.3 | Consent of Buchanan Ingersoll PC | (included in its opinion filed as Exhibit 5.1 hereto) | ||
| 24.1 | Power of Attorney | Filed herewith. |
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