As filed with the Securities and Exchange Commission on January 19, 2021.
File No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
THE AARONS COMPANY, INC.
(Exact name of registrant as specified in its charter)
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Georgia
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85-2483376
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(State or other jurisdiction of
incorporation or organization)
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(I. R. S. Employer
Identification No.)
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400 Galleria Parkway SE, Suite 300
Atlanta, Georgia 30339-3182
(Address of Principal Executive Offices) (Zip Code)
Aarons 401(k) Retirement Plan
(Full Title of the Plan)
C. Kelly Wall
Chief
Financial Officer
The Aarons Company, Inc.
400 Galleria Parkway SE, Suite 300
Atlanta, Georgia 30339-3182
(678) 402-3000
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
William Calvin Smith, III
King & Spalding LLP
1180 Peachtree Street, N.E.
Atlanta, Georgia 30309
(404) 572-4600
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.
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Large Accelerated Filer
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☐
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Accelerated Filer
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☐
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Non-Accelerated Filer
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☒
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Smaller Reporting Company
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☐
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Emerging Growth Company
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☐
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If an emerging growth company, indicate 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(2)
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Proposed
maximum
aggregate
offering price(2)
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Amount of
registration fee(2)
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Common Stock, par value $0.50 per share
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500,000(3)(4)
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$21.18
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$10,590,000
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$1,155.37
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities Act), this
Registration Statement shall be deemed to cover any additional shares of Common Stock, par value $0.50 per share (the Common Stock), of the Registrant to be offered or issued from stock splits, stock dividends or similar transactions.
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(2)
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Determined in accordance with Rules 457(c) and 457(h) under the Securities Act, based upon the average of the
high and low prices of the Common Stock on the New York Stock Exchange on January 13, 2021.
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(3)
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Represents shares of Common Stock of the Registrant available for future offer and sale pursuant to the
Aarons 401(k) Retirement Plan (the Plan).
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(4)
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Pursuant to Rule 416(c) under the Securities Act, this Registration Statement covers an indeterminate amount of
interests to be offered or sold pursuant to the Plan.
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