Current Report Filing (8-k)

Date : 07/10/2019 @ 9:07PM
Source : Edgar (US Regulatory)
Stock : AAR Corp (AIR)
Quote : 39.7  -1.59 (-3.85%) @ 8:30PM
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Current Report Filing (8-k)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported):   July 10, 2019

 

AAR CORP.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-6263

 

36-2334820

(State of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

One AAR Place

1100 N. Wood Dale Road

Wood Dale, Illinois 60191

(Address and Zip Code of Principal Executive Offices)

 

Registrant’s telephone number, including area code: (630) 227-2000

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading Symbol(s)

 

Name of Each Exchange on Which Registered

Common Stock, $1.00 par value

 

AIR

 

New York Stock Exchange
Chicago Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule  405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b—2 of this chapter).  Emerging growth company o

 

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 13(a) of the Exchange Act. o

 

 

 


 

Item 2.02                                            Results of Operations and Financial Condition

 

On July 10, 2019, AAR CORP. (the “Company”) issued a press release announcing financial results for the fourth quarter ended May 31, 2019.  A copy of the Company’s press release is attached hereto as Exhibit 99.1.

 

The information furnished under Item 2.02 of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.  It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933, as amended, if such subsequent filing specifically references this Form 8-K.

 

Item 8.01                                            Other Events

 

The Company retained outside counsel to investigate possible violations of the Company’s Code of Conduct, the U.S. Foreign Corrupt Practices Act, and other applicable laws, relating to the Company’s activities in Nepal and South Africa.  Based on these investigations, we self-reported these matters to the U.S. Department of Justice, the U.S. Securities and Exchange Commission and the UK Serious Fraud Office.  The Company will fully cooperate in any review by these agencies, although we are unable at this time to predict what action, if any, they may take.

 

Item 9.01                                            Financial Statements and Exhibits.

 

(d)   Exhibits .

 

Exhibit No.

 

Description

99.1

 

Press Release issued by AAR CORP. dated July 10, 2019.

 

2


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

AAR CORP. Press Release dated July 10, 2019

 

3


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: July 10, 2019

 

 

AAR CORP.

 

 

 

 

 

 

By:

/s/ SEAN M. GILLEN

 

 

Sean M. Gillen

 

 

Vice President and Chief Financial Officer

 

 

(Principal Financial Officer)

 

4


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