As filed with the Securities and Exchange Commission on September 23, 1997 Registration No. 33-____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 (I.R.S. Employer of incorporation or organization) Identification No.) One Water Street 10601 White Plains, New York 10601 (Zip Code) (Address of Principal Executive Offices) 1994 Stock Incentive Plan (Full title of the Plan) 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 CALCULATION OF REGISTRATION FEE Title of Proposed maxi- Proposed maximum Amount of securities to Amount to be mum offering aggregate offering registration be registered registered price per unit(1) price(1) fee - ------------------------------------------------------------------------------ Common Stock, 950,000 23.8375 $22,645,625 $6,862.31 $.01 par value - ------------------------------------------------------------------------------ (1) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h) based upon the average of the high and low reported sales price of the Registrant's common stock on the New York Stock Exchange as of September 19, 1997. EXPLANATORY STATEMENT On September 6, 1994, Trigen Energy Corporation filed a Registration Statement on Form S-8 (Registration No. 33-83736) (the "Earlier Registration Statement"). The contents of the Earlier Registration Statement are hereby incorporated by reference into this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. Exhibit Description 5* Opinion of King & Spalding. 10* Amendment No. 1 to 1994 Stock Incentive Plan 23.1* Consent of KPMG Peat Marwick. 23.2* Consent of King & Spalding (included in Exhibit 5). ____________________ * Filed herewith 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 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 23rd day of September, 1997. TRIGEN ENERGY CORPORATION By /s/ Thomas R. Casten Thomas R. Casten Director, President and Chief Executive Officer KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Thomas R. Casten and Mr. Richard E. Kessel, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on September 23, 1997. Signature Title /s/ Thomas R. Casten Director, President and Chief - ----------------------------------- Executive Officer (Principal Thomas R. Casten Executive Officer) /s/ David H. Kelly Vice President--Finance, - ----------------------------------- Chief Financial Officer David H. Kelly /s/ Daniel J. Samela Controller (Principal Accounting - ----------------------------------- Officer) Daniel J. Samela /s/ Richard E. Kessel Director, Executive Vice - ----------------------------------- President, Chief Operating Richard E. Kessel Officer /s/ George F. Keane Director and Chairman of the - ----------------------------------- Board George F. Keane /s/ Philippe Brongniart Director - ----------------------------------- Philippe Brongniart /s/ Dominique Mangin d'Ouince Director - ----------------------------------- Dominique Mangin d'Ouince /s/ Patrick Desnos Director - ------------------------------- Patrick Desnos /s/ Michel Bleitrach Director - ---------------------------------- Michel Bleitrach Francois Faessel Director Michel Cassou Director /s/ Charles E. Bayless Director - ---------------------------------- Charles E. Bayless /s/ Jonathan O'Herron Director - ---------------------------------- Jonathan O'Herron