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 AARON’S COMPANY, INC.
(Exact name of registrant as specified in its
charter)
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Georgia |
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85-2483376 |
(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)
Aaron’s 401(k) Retirement Plan
(Full Title of the Plan)
C. Kelly Wall
Chief Financial Officer
The Aaron’s 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) |
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) |
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) |
Represents shares of Common Stock of the Registrant
available for future offer and sale pursuant to the Aaron’s 401(k)
Retirement Plan (the “Plan”).
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(4) |
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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