As filed with the Securities and Exchange Commission on December 17, 2008

 

 

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)

 

 

4300 Wilson Boulevard, Suite 1100

Arlington, Virginia 22203

(Address of principal executive offices)

 

Employees’ Thrift Plan of
Indianapolis Power & Light Company

(Full title of the plan)

 

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company o

 

 

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		6,000,000 (2)(3)(4)		$	6.975		$	41,850,000		$	1,645

(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 December 12, 2008.

(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 5.

 

 

 

INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE

 

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 registration statements on Form S-8 were previously filed and declared effective (Registration No. 333-82306, Registration No. 333-115028 and Registration No. 333-135128) in connection with the Plan.  The contents of Registration Nos. 333-82306, 333-115028 and 333-135128 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 & Rooney PC		Filed herewith.
23.1		Consent of Registered Independent Public Accounting Firm		Filed herewith.
23.3		Consent of Buchanan Ingersoll & Rooney 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 17th day of December, 2008.

 

	THE AES CORPORATION
	By:	/s/ Victoria D. Harker
		Victoria D. Harker
		Executive Vice President and
		Chief Financial 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 17th day of December, 2008.

 

Signature		Capacity
*		President, Chief Executive Officer and Director
Paul T. Hanrahan		(Principal Executive Officer)
*		Director
Kristina M. Johnson
*		Director
John A. Koskinen
*		Director
Philip Lader
*		Director
Sandra O. Moose
*		Director
John B. Morse, Jr.
		Chairman and Lead Independent Director
Philip A. Odeen
*		Director
Charles A. Rossotti
*		Director
Sven Sandstrom
/s/ Victoria D. Harker		Executive Vice President and Chief Financial
Victoria D. Harker		Officer
		(Principal Financial Officer)
/s/ Mary E. Wood		Vice President and Controller
Mary E. Wood		(Principal Accounting Officer)

 

*By:	/s/ Brian A. Miller
	Brian A. Miller
	Attorney-in-fact

 

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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 17th day of December, 2008.

 

	EMPLOYEES’ THRIFT PLAN OF
	INDIANAPOLIS POWER & LIGHT COMPANY
	By:	/s/ Kirk B. Michael
		Kirk B. Michael,
		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 & Rooney PC		Filed herewith.
23.1		Consent of Registered Independent Public Accounting Firm		Filed herewith.
23.3		Consent of Buchanan Ingersoll & Rooney PC		(included in its opinion
				filed as Exhibit 5.1 hereto)
24.1		Power of Attorney		Filed herewith.

 

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