As filed with the Securities and Exchange Commission on August 25, 2021

Registration 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)

 

 

 

Georgia   85-2483376

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

400 Galleria Parkway SE, Suite 300

Atlanta, Georgia 30339-3182

(Address, including zip code, of Principal Executive Offices)

 

 

The Aaron’s Company, Inc. Amended and Restated 2020 Equity and Incentive 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

(Names and address of agent for service)

(678) 402-3000

(Telephone number, including area code, of agent for service)

 

 

Copy to:

Joel T. May

Jones Day

1221 Peachtree St., NE

Suite 400

Atlanta, Georgia 30361

(404) 521-3939

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer   ☐    Accelerated Filer   ☐
Non-Accelerated Filer   ☒    Smaller Reporting Company   ☐
Emerging Growth Company   ☐     

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

 

 

Title of securities

to be registered

 

Amount

to be

registered (1)(2)

 

Proposed

maximum

offering price

per share (3)

 

Proposed

maximum

aggregate

offering price (3)

 

Amount of

registration fee (3)

Common Stock, par value $0.50 per share

  3,475,000   $27.64   $96,049,000.00   $10,479

 

 

(1)

Represents the maximum number of additional shares of common stock, par value $0.50 per share (the “Common Stock”), of The Aaron’s Company, Inc. (the “Registrant”) issuable pursuant to The Aaron’s Company, Inc. Amended and Restated 2020 Equity and Incentive Plan (the “Plan”) being registered hereon.

(2)

Pursuant to Rule 416 of the Securities Act of 1933 (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) also covers such additional shares of Common Stock as may become issuable pursuant to the anti-dilution and other adjustment provisions of the Plan.

(3)

Estimated solely for the purposes of determining the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high and low sale prices for the Common Stock as reported on the New York Stock Exchange on August 23, 2021, which is a date within five business days prior to filing.

 

 

 

EXPLANATORY NOTE

This Registration Statement is being filed by the Registrant pursuant to General Instruction E of Form S-8 under the Securities Act to register an additional 3,475,000 shares of Common Stock pursuant to the Plan. The contents of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on November 24, 2020 (File No. 333-250900) relating to The Aaron’s Company, Inc. 2020 Equity and Incentive Plan are incorporated by reference into this Registration Statement, including all attachments and exhibits thereto, except to the extent supplemented, amended or superseded by the information set forth herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.

Exhibits.

 

Exhibit

Number

   Description
  4.1    Amended and Restated Articles of Incorporation of The Aaron’s Company, Inc. (incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (Commission File No. 001-39681) filed with the Commission on December 1, 2020).
  4.2    Amended and Restated Bylaws of The Aaron’s Company, Inc. (incorporated herein by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K (Commission File No. 001-39681) filed with the Commission on December 1, 2020).
  4.3    The Aaron’s Company, Inc. Amended and Restated 2020 Equity and Incentive Plan (incorporated herein by reference to Appendix A of the Registrant’s Definitive Proxy Statement on Schedule 14A (Commission File No. 001-39681), as filed with the Commission on July 14, 2021).
  5.1*    Opinion of Jones Day
23.1*    Consent of Jones Day (included in Exhibit 5.1).
23.2*    Consent of Ernst & Young LLP.
24.1*    Power of Attorney (included on the signature page of this Registration Statement).

 

*

Filed herewith.

 

1

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 Atlanta, State of Georgia, on this 25th day of August, 2021.

 

THE AARON’S COMPANY, INC.
By:  

/s/ C. Kelly Wall

Name:   C. Kelly Wall
Title:   Chief Financial Officer

POWER OF ATTORNEY

Each of the undersigned officers and directors of The Aaron’s Company, Inc. hereby constitutes and appoints Douglas A. Lindsay and C. Kelly Wall as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in his or her name and on his or her behalf, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, whether pre-effective or post-effective, including any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power of authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done.

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.

 

Signature

  

Title

 

Date

/s/ Douglas A. Lindsay

Douglas A. Lindsay

   Chief Executive Officer and Director (Principal Executive Officer)   August 25, 2021

/s/ C. Kelly Wall

C. Kelly Wall

   Chief Financial Officer (Principal Financial Officer)   August 25, 2021

/s/ Douglass L. Noe

Douglass L. Noe

   Vice President, Corporate Controller and Principal Accounting Officer (Principal Accounting Officer)   August 25, 2021

/s/ John W. Robinson III

John W. Robinson III

   Chairman, Director   August 25, 2021

Signature

 

Title

 

Date

/s/ Laura N. Bailey

Laura N. Bailey

  Director   August 25, 2021

/s/ Kelly H. Barrett

Kelly H. Barrett

  Director   August 25, 2021

/s/ Walter G. Ehmer

Walter G. Ehmer

  Director   August 25, 2021

/s/ Hubert L. Harris, Jr.

Hubert L. Harris, Jr.

  Director   August 25, 2021

/s/ Timothy A. Johnson

Timothy A. Johnson

  Director   August 25, 2021

/s/ Marvonia P. Moore

Marvonia P. Moore

  Director   August 25, 2021
Aarons (NYSE:AAN)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Aarons Charts.
Aarons (NYSE:AAN)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Aarons Charts.