-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RA2zDsTlVxaz+/NqKkRlMy/br8Q997t2T6uwCbu5JSkacpDnI6LHaJg5AO9A3bD2 cIQXsnnA8Cs+B1luoIQ5XQ== 0000912057-01-002543.txt : 20010124 0000912057-01-002543.hdr.sgml : 20010124 ACCESSION NUMBER: 0000912057-01-002543 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010123 EFFECTIVENESS DATE: 20010123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AAR CORP CENTRAL INDEX KEY: 0000001750 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] IRS NUMBER: 362334820 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-54178 FILM NUMBER: 1513589 BUSINESS ADDRESS: STREET 1: 1100 N WOOD DALE RD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 6302272000 MAIL ADDRESS: STREET 1: 1100 N WOOD DALE RD CITY: WOOD DALE STATE: IL ZIP: 60191 FORMER COMPANY: FORMER CONFORMED NAME: ALLEN AIRCRAFT RADIO INC DATE OF NAME CHANGE: 19700204 S-8 1 a2036031zs-8.txt S-8 REGISTRATION NO. ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------ AAR CORP. (Exact name of registrant as specified in its charter) DELAWARE 36-2334820 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ONE AAR PLACE 60191 1100 N. WOOD DALE ROAD (Zip code) WOOD DALE, ILLINOIS (Address of principal executive offices) AAR CORP. STOCK BENEFIT PLAN (FORMERLY KNOWN AS AAR CORP. AMENDED STOCK OPTION AND INCENTIVE PLAN) (Full title of the plan) HOWARD A. PULSIFER VICE PRESIDENT, GENERAL COUNSEL & SECRETARY ONE AAR PLACE 1100 N. WOOD DALE ROAD WOOD DALE, ILLINOIS 60191 (Name and address of agent for service) (630) 227-2000 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
============================================================================================================== TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTRATION SECURITIES TO TO BE OFFERING PRICE PER AGGREGATE OFFERING FEE BE REGISTERED REGISTERED UNIT PRICE (A) (A) - -------------------------------------------------------------------------------------------------------------- Common Stock, $1.00 767,937 shares $13.81 $10,607,130 $2,651.78 par value - -------------------------------------------------------------------------------------------------------------- Common Stock 511,984 rights (b) (b) (b) Purchase Rights ==============================================================================================================
(a) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933. (b) Each unit consists of one share of Common Stock and .6667 related Common Stock Purchase Right. The Rights currently are not evidenced by separate certificates and may not be transferred except upon transfer of the related shares. The value attributable to the Common Stock Purchase Rights is reflected in the market price of the Common Stock. ============================================================================== GENERAL INSTRUCTIONS E. REGISTRATION OF ADDITIONAL SECURITIES Pursuant to General Instruction E of Form S-8, the contents of the Registration Statement of Registrant on Form S-8, Registration No. 33-26783, filed by the Registrant with the Securities and Exchange Commission on February 1, 1989, registering its Common Stock, $1.00 par value per share, and its Common Stock Purchase Rights, issuable pursuant to the AAR CORP. Stock Benefit Plan (formerly known as the AAR CORP. Amended Stock Option and Incentive Plan), are hereby incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT All information required in this registration statement not included in the Exhibits attached hereto or set forth on the signature page is set forth in the Registration Statement of the Registrant on Form S-8 (Registration No. 33-26783) which is incorporated herein by reference. Item 8. Exhibits. The Exhibits filed herein are set forth on the exhibit index filed as part of this Registration Statement on page 6 hereof. POWER OF ATTORNEY KNOWN BY ALL MEN BY THESE PRESENTS, that each of the persons signing this Registration Statement as a director or officer, or both, of AAR CORP., a Delaware corporation, hereby constitutes and appoints David P. Storch, Timothy J. Romenesko, and Howard A. Pulsifer, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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 Wood Dale, Illinois, on January 22, 2001. AAR CORP. By: \s\David P. Storch ------------------------- David P. Storch President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and effective on the dates indicated.
SIGNATURE TITLE DATE - --------- ----- ---- /s/ Ira A. Eichner - --------------------------- Chairman of the Board; Director January 22, 2001 Ira A. Eichner /s/ David P. Storch President and Chief Executive January 22, 2001 - --------------------------- Officer; Director David P. Storch (Principal Executive Officer) /s/ Timothy J. Romenesko Vice President, Chief Financial January 22, 2001 - --------------------------- Officer Timothy J. Romenesko (Principal Financial Officer) /s/ Michael J. Sharp Vice President, Controller and January 22, 2001 - --------------------------- Chief Accounting Officer Michael J. Sharp (Principal Accounting Officer) /s/ A. Robert Abboud - --------------------------- Director January 22, 2001 A. Robert Abboud /s/ Howard B. Bernick - --------------------------- Director January 22, 2001 Howard B. Bernick /s/ James G. Brocksmith, Jr. - --------------------------- Director January 22, 2001 James G. Brocksmith, Jr. /s/ Edgar D. Jannotta - --------------------------- Director January 22, 2001 Edgar D. Jannotta /S/ Joel D. Spungin - --------------------------- Director January 22, 2001 Joel D. Spungin /s/ Lee B. Stern - --------------------------- Director January 22, 2001 Lee B. Stern /s/ Richard D. Tabery - --------------------------- Director January 22, 2001 Richard D. Tabery
EXHIBIT INDEX
ITEM EXHIBITS ------ ---------- 4. Instruments defining 4.1 Instruments defining the rights of security holders are hereby the rights of security incorporated by reference as Exhibits to the Registrant's Annual Report holders on Form 10-K for the fiscal year ended May 31, 2000. 5. Opinion re 5.1 Opinion of Mr. Howard A. Pulsifer, Vice President, General Counsel and legality Secretary (filed herewith, Page 7). 23. Consents 23.1 Consent of KPMG LLP (filed herewith, Page 8). 23.2 Consent of Mr. Howard A. Pulsifer, Vice President, General Counsel and Secretary (contained in opinion referred to in Exhibit 5) 24. Power of Attorney The Power of Attorney immediately precedes the signature page hereof (filed herewith, Page 4).
EX-5.1 2 a2036031zex-5_1.txt OPINION OF MR. HOWARD A. PULSIFER January 22, 2001 EXHIBIT 5.1 AAR CORP. 1100 N. Wood Dale Road Wood Dale, Illinois 60191 Re: AAR CORP. REGISTRATION STATEMENT ON FORM S-8 -------------------------------------------- Gentlemen: I am Vice President, General Counsel and Secretary of AAR CORP., a Delaware corporation (the "Company"), and I am issuing this opinion in connection with the Company's filing of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering certain shares of the Company's common stock, $1.00 par value, and the associated common stock purchase rights (collectively, the "Stock"), to be issued pursuant to the terms of the AAR CORP. Stock Benefit Plan (formerly known as the AAR CORP. Amended Stock Option and Incentive Plan, and referred to herein as the "Plan"). I have examined the Restated Certificate of Incorporation and By-Laws of the Company, each as heretofore amended, the Registration Statement, the Plan and such other documents, records and data as I have deemed necessary or appropriate for the purpose of this opinion. Based on the foregoing, it is my opinion that when the Registration Statement relating to the Stock is effective, the Stock, upon issuance thereof in accordance with the terms of the Plan, will have been legally issued, fully paid and non-assessable. I hereby consent to the use of my name in the Prospectus and the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, s/ Howard A. Pulsifer Howard A. Pulsifer Vice President, General Counsel and Secretary EX-23.1 3 a2036031zex-23_1.txt CONSENT OF KPMG LLP EXHIBIT 23.1 The Board of Directors AAR CORP.: We consent to the incorporation by reference in this Registration Statement on Form S-8 of AAR CORP. of our report dated June 27, 2000 relating to the consolidated balance sheets of AAR CORP. and subsidiaries as of May 31, 2000 and 1999, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the years in the three-year period ended May 31, 2000, which report appears in the May 31, 2000 annual report on Form 10-K of AAR CORP. s/ KPMG LLP Chicago, Illinois January 22, 2001 -----END PRIVACY-ENHANCED MESSAGE-----