(State or other jurisdiction of
incorporation or organization)
Large accelerated filer [X]
Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
Smaller reporting company [ ]
Emerging growth company [ ]
Title of Securities
to be Registered
Amount to be
Deferred Compensation Obligations
Determined in accordance with Rule 457(h).
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 and Note to Part I of Form S-8.
Annual Report on Form 10-K of AEP for the fiscal year ended December 31, 2017;
Quarterly Report on Form 10-Q of AEP for the fiscal quarter ended March 31, 2018; and
Current Report on Form 8-K dated April 24, 2018; and
The description of AEP’s common stock, par value $6.50 per share, set forth in AEP’s Registration Statement on Form S-3 filed December 14, 2017 (Commission File Number 333-222068) and any amendments, reports or other filings filed with the Securities and Exchange Commission for the purpose of updating that description.
DESCRIPTION OF SECURITIES
INTERESTS OF NAMED EXPERTS AND COUNSEL
INDEMNIFICATION OF DIRECTORS AND OFFICERS
EXEMPTION FROM REGISTRATION CLAIMED
Composite of the Restated Certificate of Incorporation of AEP, dated April 23, 2015 [File No. 1-3525, Quarterly Report on Form 10-Q for the period ended June 30, 2015, Exhibit 3]
Composite By-laws of AEP, as amended as of October 20, 2015 [File No. 1-3525, Current Report on Form 8-K, filed October 21, 2015, Exhibit 3(b)]
AEP System Supplemental Retirement Savings Plan, Amended and Restated as of January 1, 2011 [File No. 1-3525, Annual Report on Form 10-K for the period ended December 31, 2010, Exhibit 10]
Amendment to AEP System Supplemental Retirement Savings Plan, as Amended and Restated as of January 1, 2011 [File No. 1-3525, Annual Report on Form 10-K for the period ended December 31, 2014, Exhibit 10(1)(1)(A)]
AEP System Incentive Compensation Deferral Plan, Amended and Restated as of January 1, 2008 [File No. 1-3525, Annual Report on Form 10-K for the period ended December 31, 2008, Exhibit 10(p)]
First Amendment to AEP System Incentive Compensation Deferral Plan, as Amended and Restated effective January 1, 2008 [File No. 1-3525, Annual Report on Form 10-K for the period ended December 31, 2011, Exhibit 10(p)(1)(A)]
Second Amendment to AEP System Incentive Compensation Deferral Plan, as Amended and Restated as of January 1, 2008 [File No. 1-3525, Annual Report on Form 10-K for the period ended December 31, 2014, Exhibit 10(q)(2)(A)]
Consent of PricewaterhouseCoopers LLP
Consent of Deloitte & Touche LLP
Consent of Thomas G. Berkemeyer, Esq., Associate General Counsel of American Electric Power Service Corporation, a wholly owned subsidiary of AEP (included in Exhibit 5)
Power of Attorney and Resolutions of AEP
The undersigned registrant hereby undertakes:
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
to reflect in the prospectus any facts or events arising after the effective date of the 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 the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1) (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
That, for the purpose of determining any liability under the Securities Act of 1933, 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.
To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant 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 Act and will be governed by the final adjudication of such issue.
AMERICAN ELECTRIC POWER COMPANY, INC.
Nicholas K. Akins*
Chief Executive Officer
(i) Principal Executive Officer:
Nicholas K. Akins*
Chief Executive Officer
May 16, 2018
(ii) Principal Financial Officer:
/s/ Brian X. Tierney
Executive Vice President and
Chief Financial Officer
May 16, 2018
Brian X. Tierney
(iii) Principal Accounting Officer:
/s/ Joseph M. Buonaiuto
Senior Vice President,
Chief Accounting Officer
May 16, 2018
Joseph M. Buonaiuto
(iv) A Majority of the Directors:
*Nicholas K. Akins
* David J. Anderson
* J. Barnie Beasley, Jr.
*Ralph D. Crosby, Jr.
* Linda A. Goodspeed
* Thomas E. Hoaglin
*Sandra Beach Lin
*Richard C. Notebaert
*Lionel L. Nowell, III
*Stephen S. Rasmussen
*Oliver G. Richard, III
*Sara Martinez Tucker
* By: /s/ Brian X. Tierney
(Brian X. Tierney, Attorney-in-Fact)
Certain of the following exhibits, designated with an asterisk (*), have heretofore been filed with the Commission and, pursuant to 17 C.F.R. Sections 201.24 and 230.411, are incorporated herein by reference to the documents indicated following the descriptions of such exhibits.