UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
AAON, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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87-00448736
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(State or other jurisdiction of incorporation or
organization
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(IRS Employer Identification No.)
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2425 S. Yukon, Tulsa, Oklahoma 74107
(Address of principal executive offices)
AAON, Inc. 2016 Long-Term Incentive Plan
(Full title of the plan)
Luke A. Bomer, Esq.
Johnson & Jones, P.C.
Two Warren Place
6120 S. Yale Avenue, Suite 500
Tulsa, Oklahoma 74136
(Name and address of agent for service)
(918) 584-6644
(Telephone number, including area code, of agent for
service)
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer.
Large accelerated filer
x
Accelerated
filer
Non-accelerated filer
Smaller
reporting company _ __
If an emerging growth company, indicated by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act.
___
CALCULATION OF REGISTRATION FEE
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Title of securities to be
registered
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Amount to be
registered
(1)
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Proposed maximum
offering price per share
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Proposed maximum
aggregate offering price
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Amount of
registration fee
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Common stock, $.004 par value |
2,500,000 shares
(2)
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$60.28
(3)
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$150,700,000
(3)
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$19,560.86
(3)
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______________________
(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended
(the “Securities Act”), this Registration Statement registers an
indeterminable number of additional shares of common stock which
may become issuable under the Plan as a result of any future
anti-dilution adjustment in accordance with the terms of the Plan
or upon a stock split, stock dividend or similar
transaction.
(2)
As described in the Explanatory Note on page 2 of this Registration
Statement, the number of shares of Common Stock being registered
represent the 2,500,000 additional shares of AAON, Inc., a Nevada
corporation (the “Company”) common stock, $0.004 par value per
share (“Common Stock”), approved by the Company’s stockholders on
May 12, 2020 for issuance under the AAON, Inc. 2016 Long-Term
Incentive Plan, as amended.
(3)
Estimated solely for the purpose of calculating the amount of
registration fee, in accordance with Securities Act Rule 457(c) and
(h), based on the average of the high and low price per share of
Common Stock on August 3, 2020, as reported on the NASDAQ Stock
Market LLC.
EXPLANATORY NOTE
Registration of Additional Securities
This Registration Statement on Form S-8 (this “Registration
Statement”) is filed by AAON, Inc., a Nevada corporation (the
“Company” or the “Registrant”), relating to 2,500,000 additional
shares of the Company’s common stock, par value $0.004 per share
(the “Common Stock”), authorized for issuance under the AAON, Inc.
2016 Long-Term Incentive Plan, as amended (the “Plan”), which
shares of Common Stock are in addition to the 6,390,000 shares of
Common Stock previously registered on the Company’s registration
statements on Form S-8 filed with the Securities and Exchange
Commission (the “Commission”) on (i) August 3, 2016 (Commission
File No. 333-212863) (the “2016 Registration Statement”), and (ii)
August 2, 2018 (Commission File No. 333-226512) (the “2018
Registration Statement”, and collectively, with the 2016
Registration Statement, the “Prior Registration Statements”), each
of which remain in full force and effect.
On May 12, 2020, the Company’s stockholders approved, among other
things, an increase in the number of shares of Common Stock
available under the Plan in the amount of 2,500,000 shares of
Common Stock.
The Company is filing this Registration Statement for the purpose
of registering an additional 2,500,000 shares of Common Stock to be
issued under the Plan.
The additional shares to be registered by this Registration
Statement are of the same class as those securities covered by the
Prior Registration Statements and is submitted in accordance with
General Instruction E to Form S-8 regarding Registration of
Additional Securities.
Following the filing of this Registration Statement, there will be
an aggregate of 8,890,000 shares of Common Stock registered for
issuance under the Plan.
Pursuant to General Instruction E to Form S-8, this Registration
Statement incorporates by reference the contents of the Prior
Registration Statements to the extent not modified or superseded
hereby or by any subsequently filed document that is incorporated
by reference herein or therein.
In accordance with the instructional note to Part I of Form S-8 as
promulgated by the Commission, the information specified by Part I
of the Form S-8 has been omitted from this Registration
Statement.
Part II
Information Required in the REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
This Registration Statement incorporates herein by reference the
following documents which have been filed with the Commission by
the Registrant:
(a) The Company’s Annual Report on Form 10-K, for the year
ended December 31, 2019, filed with the Commission on February 27,
2020 (Commission File No. 000-18953);
(b)
All other reports of the Company filed with the Commission pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) since the end of the fiscal year
covered by the Company’s Annual Report referred to in (a)
above;
(c)
The Company’s Proxy Statements on Schedule 14A filed with the
Commission pursuant to Section 14(a) of the Exchange Act on April
1, 2020 (Commission File No. 000-18953) and April 29, 2020
(Commission File No. 000-18953) (to the extent specifically
incorporated by reference into the Company’s Annual Report referred
to in (a) above); and
(d) The description of the Company’s Common Stock which is
contained under the caption “Description of Securities”, in the
Company’s Registration Statement on Form S-1 as filed with the
Commission on May 29, 1990, as such description was amended by
Exhibit 1 to the Company’s Current Report on Form 8-K filed with
the Commission on March 24, 1994, and any other amendment or report
filed with the Commission for the purpose of updating such
description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the initial filing of
this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which
de-registers all securities remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents. Any
statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any document
which is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part hereof.
Item 8.
Exhibits.
See the attached Exhibit Index on the page immediately following
the signature pages hereto, which is incorporated herein by
reference.
Item 9.
Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration
statement:
(i)
To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii)
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 this 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 20 percent
change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective
registration statement;
(iii)
To include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement.
Provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this registration
statement.
(2)
That, for the purpose of determining any liability under the
Securities Act, 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.
(3)
To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b)
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the registrant’s annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by
reference in the 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.
(c)
Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such indemnification is against
public policy as expressed in the Securities 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 Securities Act
and will be governed by the final adjudication of such
issue.
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 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
Tulsa, State of Oklahoma, on August 6, 2020.
AAON, Inc.
By:
/s/ Gary D. Fields
Gary D. Fields
President and 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 dates indicated.
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Signature
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Title
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Date
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/s/ Gary D. Fields |
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President, Chief Executive Officer and Director (Principal
Executive Officer) |
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August 6, 2020 |
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Gary D. Fields |
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/s/ Scott M. Asbjornson |
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Chief Financial Officer (Principal Financial Officer) |
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August 6, 2020 |
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Scott M. Asbjornson |
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/s/ Rebecca A. Thompson |
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Chief Accounting Officer (Principal Accounting Officer) |
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August 6, 2020 |
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Rebecca A. Thompson |
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/s/ Norman H. Asbjornson |
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Executive Chairman and Director |
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August 6, 2020 |
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Norman H. Asbjornson |
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/s/ Angela E. Kouplen |
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Director |
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August 6, 2020 |
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Angela E. Kouplen |
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/s/ Caron A. Lawhorn |
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Director |
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August 6, 2020 |
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Caron A. Lawhorn |
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/s/ Paul K. Lackey, Jr. |
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Director |
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August 6, 2020 |
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Paul K. Lackey, Jr. |
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/s/ Stephen O. LeClair |
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Director |
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August 6, 2020 |
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Stephen O. LeClair |
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/s/ A.H. McElroy II |
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Director |
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August 6, 2020 |
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A.H. McElroy II |
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Exhibit Index
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Exhibit Number
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Exhibit Description |
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Opinion of Johnson & Jones, P.C.
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10.1 |
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AAON, Inc. 2016 Long-Term Incentive Plan, as amended (filed with
the Commission on April 1, 2020 as Annex B to the Company’s
Definitive Proxy Statement on Schedule 14A, Commission File No.
000-18953, and on April 29, 2020 as Exhibit A to the Company’s
Definitive Additional Materials on Schedule 14A, Commission File
No. 000-18953), incorporated herein by this
reference.
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Consent of Grant Thornton LLP, Independent Registered Public
Accounting Firm.
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Consent of Johnson & Jones, P.C. (contained in Exhibit
5.1). |
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________________________________________
*
Filed herewith
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