UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE
SECURITIES EXCHANGE ACT OF 1934
AAR CORP.
(Exact name of registrant as specified in
its charter)
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Delaware
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36-2334820
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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One AAR Place
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1100 North Wood Dale Road
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Wood Dale, Illinois
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60191
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to
Section 12(b) of the Act:
Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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Preferred Stock Purchase Rights
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New York Stock Exchange
Chicago Stock Exchange
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If this form relates to the registration
of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or
(e), check the following box. x
If this form relates to the registration
of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or
(e), check the following box. ¨
If this form relates to the registration
of a class of securities concurrently with a Regulation A offering, check the following box. ¨
Securities Act registration statement or
Regulation A offering statement file number to which this form relates: N/A
Securities to be registered pursuant to
Section 12(g) of the Act: None
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Item 1.
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Description of Registrant’s Securities to be Registered.
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On March 27, 2020, the Board of Directors
of AAR CORP., a Delaware corporation (the “Company”), declared a dividend of one preferred share purchase right (a
“Right”) for each outstanding share of common stock, $1.00 par value, of the Company to the stockholders of record
on April 9, 2020. The description and terms of the Rights are set forth in a Rights Agreement (the “Rights Agreement”)
between the Company and Computershare Trust Company, N.A., as rights agent.
The Rights Agreement is similar to stockholder
rights plans adopted by other public companies and is intended to protect the interests of the Company and its stockholders by
reducing the likelihood that any person or group gains control of the Company through open market accumulation or other tactics
(especially in recent volatile markets) without paying an appropriate control premium. In general terms, it works by imposing a
significant penalty upon any person or group that acquires 10% (or 20% in the case of a person or group that is entitled to file,
and does file, a Schedule 13G (a “13G Investor”)) or more of the outstanding common stock of the Company without
the approval of the Board of Directors. The Rights Agreement also provides that if a stockholder’s beneficial ownership of
the Company’s common stock as of the time of the first public announcement of the declaration of the Rights dividend is at
or above the applicable threshold (including through entry into certain derivative positions), the stockholder’s then-existing
ownership percentage would be grandfathered, but the rights would become exercisable if at any time after such date, the stockholder
increases its ownership percentage by 0.001% or more. The Rights Agreement should not interfere with any merger or other business
combination approved by the Board of Directors.
A summary of the terms of the Rights Agreement
follows. This description is only a summary, is not complete, and should be read together with the entire Rights Agreement, which
has been filed as an exhibit to this Registration Statement on Form 8-A and is incorporated herein by reference. A copy of the
Rights Agreement is available free of charge from the Company upon request.
The Rights. The Rights
will initially trade with, and will be inseparable from, the common stock. The Rights will be evidenced only by certificates that
represent shares of common stock (or in the case of uncertificated shares, by notations in the book-entry account system). New
Rights will accompany any new shares of common stock the Company issues after April 9, 2020 until the Distribution Date described
below.
Exercise Price. Each Right
will allow its holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock
(a “Preferred Share”) for $100.00 (the “Exercise Price”), once the Rights become exercisable. This portion
of a Preferred Share will give the stockholder approximately the same dividend and liquidation rights as would one share of common
stock. Prior to exercise, the Right will not give its holder any dividend, voting, or liquidation rights.
Exercisability. The Rights
will not be exercisable until 10 days after the public announcement that a person or group has become an “Acquiring Person”
by obtaining beneficial ownership of 10% (or 20% in the case of a 13G Investor) or more of the outstanding common stock.
Certain synthetic interests in securities
created by derivative positions — whether or not such interests are considered to be ownership of the underlying common stock
or are reportable for purposes of Regulation 13D-G of the Securities Exchange Act — are treated as beneficial ownership of
the number of shares of the Company’s common stock equivalent to the economic exposure created by the derivative position,
to the extent actual shares of the Company’s common stock are directly or indirectly held by counterparties to the derivatives
contracts. Swaps dealers without any control intent or intent to evade the purposes of the rights plan are excepted from such imputed
beneficial ownership.
The date when the Rights become exercisable
is the “Distribution Date.” Until that date, the common stock certificates (or in the case of uncertificated shares,
by notations in the book-entry account system) will also evidence the Rights, and any transfer of shares of common stock will constitute
a transfer of Rights. After that date, the Rights will separate from the common stock and be evidenced by book-entry credits or
by Right certificates that the Company will mail to all eligible holders of common stock. Any Rights held by an Acquiring Person
are null and void and may not be exercised.
Consequences of a Person or Group Becoming an Acquiring Person.
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Flip In. If a person or group becomes an Acquiring Person, all holders of Rights except the Acquiring Person
may, for $100.00, purchase shares of the Company’s common stock with a market value of $200.00, based on the market price
of the common stock prior to such acquisition.
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·
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Flip Over. If the Company is acquired in a merger or similar transaction after the Distribution Date, all
holders of Rights except the Acquiring Person may, for $100.00, purchase shares of the acquiring corporation with a market value
of $200.00, based on the market price of the acquiring corporation’s stock prior to such transaction.
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Notional Shares. Shares held by affiliates and associates of an Acquiring Person, and Notional Common Shares
(as defined in the Rights Agreement) held by counterparties to a Derivatives Contract (as defined in the Rights Agreement) with
an Acquiring Person, will be deemed to be beneficially owned by the Acquiring Person.
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Preferred Share Provisions.
Each Preferred Share, if issued:
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will not be redeemable,
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will entitle its holder to quarterly dividend payments of $1.00 per share, or an amount equal to 1,000 times the dividend paid
on one share of common stock, whichever is greater,
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will entitle its holder upon liquidation either to receive $10.00 per share, or an amount equal to 1,000 times the payment
made on one share of common stock, whichever is greater, plus in each case any accrued and unpaid dividends,
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will entitle its holder to 1,000 votes on all matters submitted to a vote of the stockholders
of the Company, and
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if shares of the Company common stock are exchanged via merger, consolidation, or a similar transaction, will entitle its holder
to a per share payment equal to 1,000 times the payment made on one share of common stock.
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The value of one one-thousandth interest in a Preferred Share
should approximate the value of one share of common stock.
Expiration. The Rights
will expire, without any further action required of the Board of Directors, on February 28, 2021.
Redemption. The Board
of Directors may redeem the Rights for $0.001 per Right at any time before any person or group becomes an Acquiring Person. If
the Board of Directors redeems any Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only right of the
holders of Rights will be to receive the redemption price of $0.001 per Right. The redemption price will be adjusted if the Company
has a stock split or stock dividends of its common stock.
Exchange. After a person
or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of the outstanding common stock of the Company,
the Board of Directors may extinguish the Rights by exchanging one share of common stock or an equivalent security for each Right,
other than Rights held by the Acquiring Person.
Anti-Dilution Provisions. The
Board of Directors may adjust the purchase price of the Preferred Shares, the number of Preferred Shares issuable and the number
of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split or a reclassification of the Preferred
Shares or common stock. No adjustments to the Exercise Price of less than 1% will be made.
Amendments. The terms
of the Rights Agreement may be amended by the Board of Directors without the consent of the holders of the Rights. After a person
or group becomes an Acquiring Person, the Board of Directors may not amend the Rights Agreement in a way that adversely affects
holders of the Rights.
A copy of the Rights Agreement is
available to all Right holders free of charge from the Company. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Certificate of Designations for the Preferred Shares and the
Rights Agreement, copies of which are attached as Exhibits 3.1 and 4.1, respectively, to this registration statement on Form
8-A and incorporated herein by reference.
The following exhibits are filed as a part
of this Registration Statement:
SIGNATURES
Pursuant to the requirements
of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Dated: March 30, 2020
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By:
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/s/ Jessica Garascia
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Jessica Garascia
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Vice President, General Counsel and Secretary
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