Form S-8

As filed with the Securities and Exchange Commission on January 30, 2004

Registration No.             


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 of incorporation or organization)   (I.R.S. Employer Identification Number)

 

1001 North 19th Street

Arlington, Virginia 22209

(Address of Principal Executive Offices)

 

The AES Corporation

Profit Sharing and Stock Ownership 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

 

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

(Name and address, including zip code, and

telephone number of agent for service)

   

 


 

CALCULATION OF REGISTRATION FEE

 


Title of Securities

to be Registered

  Amount to be
Registered
    Proposed Maximum
Offering Price Per
Share (1)
   Proposed Maximum
Aggregate Offering
Price
   Amount of
Registration
Fee

Common Stock, par value $0.01

  15,000,000 (2)(3)   $ 10.53    $ 157,950,000    $ 20,012.27

 

(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 January 28, 2004.
(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 Corporation Profit Sharing and Stock Ownership 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 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 (and plan interests) covered by The AES Corporation Profit Sharing and Stock Ownership Plan (the “Plan”) — the same classes of securities for which a registration statement on Form S-8 was previously filed and declared effective (“Registration No. 333-97707”) in connection with the Plan. The contents of Registration No. 333-97707 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 Professional Corporation regarding legality of the securities being registered    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 Professional Corporation    (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, 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 7th day of January, 2004.

 

THE AES CORPORATION

By:

 

/s/  William R. Luraschi


William R. Luraschi,

Executive Vice President

 

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 7th day of January, 2004.

 

SIGNATURE


  

TITLE


   

*


Richard Darman

   Chairman of the Board and Director    

*


Paul T. Hanrahan

   President, Chief Executive Officer and Director (Principal Executive Officer)    

*


Roger W. Sant

   Director    

*


Alice F. Emerson

   Director    

*


Robert F. Hemphill, Jr.

   Director    

*


Philip Lader

   Director    

*


John H. McArthur

   Director    

*


Philip A. Odeen

   Director    

*


Charles O. Rossotti

   Director    

*


Sven Sandstrom

   Director    

 

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/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 7th day of January, 2004.

 

THE AES CORPORATION PROFIT SHARING

AND STOCK OWNERSHIP PLAN

By:

 

/s/  Laura F. Cramer


   

Laura F. Cramer,

   

on behalf of the

   

Plan Administrator

 

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EXHIBIT INDEX

 

Exhibit No.

  

Description


  

Method of Filing


  5.1    Opinion of Buchanan Ingersoll Professional Corporation regarding legality of the securities being registered    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 Professional Corporation    (included in its opinion filed as Exhibit 5.1 hereto)
24.1    Power of Attorney    Filed herewith.

 

 

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