As filed with the Securities and Exchange Commission on May 16,
2000 Registration No. 33-83736
- -------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________
TRIGEN ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3378939
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Water Street 10601
White Plains, New York 10601 (Zip Code)
(Address of Principal Executive
Offices)
1994 Stock Incentive Plan
1994 Employee Stock Purchase Plan
(Full title of the Plans)
_____________________________________
EUGENE E. MURPHY
Vice President, General Counsel
and Secretary
One Water Street
White Plains, New York 10601
(Name and address of agent for service)
(914) 286-6600
(Telephone number, including area code, of
agent for service)
____________________________________
with copies to:
E. WILLIAM BATES, II
King & Spalding
120 West 45th Street
New York, New York 10036
(212) 556-2100
EXPLANATORY STATEMENT
On September 6, 1994, Trigen Energy Corporation (the
"Company") filed a Registration Statement on Form S-8
(Registration No. 33-83736) (the "Registration Statement"),
which registered an aggregate of 1,250,000 shares of the
Company's common stock, $.01 par value per share, issuable under
the Company's 1994 Stock Incentive Plan (1,050,000 shares) and
1994 Employee Stock Purchase Plan (200,000 shares) (collectively,
the "Plans"). The Registration Statement also covered an
indeterminable amount of interests to be offered or sold pursuant
to the 1994 Employee Stock Purchase Plan. On September 26, 1997,
the Company filed Post-Effective Amendment No. 1 to the
Registration Statement to remove from registration the interests
to be offered or sold pursuant to the 1994 Employee Stock
Purchase Plan. This Post-Effective Amendment No. 2 to the
Registration Statement is being filed to remove from registration
all shares of Common Stock registered under the Registration
Statement and remaining unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-8
and has duly caused this Post-Effective Amendment No. 2 to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of White
Plains, State of New York on this 15th day of May, 2000.
TRIGEN ENERGY CORPORATION
By: /s/ Richard E. Kessel
-------------------------------
Richard E. Kessel
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.
/s/ Richard E. Kessel Chief Executive Officer
- ----------------------- (Principal Executive Officer) May 15, 2000
Richard E. Kessel
/s/ Christine Morin-Postel Director and Chairwoman of the Board
- ------------------------- May 15, 2000
Christine Morin-Postel
/s/ Michel Bleitrach
- ------------------------- Director May 15, 2000
Michel Bleitrach
/s/ Michel Carrese
- ---------------------------- Director May 15, 2000
Michel Carrese
/s/ Patrick Buffet
- ---------------------------- Director May 15, 2000
Patrick Buffet
/s/ Olivier Degos
- ---------------------------- Director May 15, 2000
Olivier Degos