-----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, IOm7fSc8ZtbjQ9fQBYv1vyenwaPST91eZC4xQh/krRbqs905Y589oxmm0ItceiF7 mYKu0i7T2loBe0e6LQj3XQ== 0000912057-96-024408.txt : 19961104 0000912057-96-024408.hdr.sgml : 19961104 ACCESSION NUMBER: 0000912057-96-024408 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 REFERENCES 429: 033-26783 FILED AS OF DATE: 19961101 EFFECTIVENESS DATE: 19961101 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AAR CORP CENTRAL INDEX KEY: 0000001750 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 362334820 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-15327 FILM NUMBER: 96651762 BUSINESS ADDRESS: STREET 1: 1111 NICHOLAS BLVD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 BUSINESS PHONE: 7084393939 MAIL ADDRESS: STREET 1: 1111 NICHOLAS BLVD CITY: ELK GROVE VILLAG STATE: IL ZIP: 60007 FORMER COMPANY: FORMER CONFORMED NAME: ALLEN AIRCRAFT RADIO INC DATE OF NAME CHANGE: 19700204 S-8 1 S-8 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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.) 1111 NICHOLAS BOULEVARD 60007 ELK GROVE VILLAGE, ILLINOIS (Zip code) (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 1111 NICHOLAS BOULEVARD ELK GROVE VILLAGE, ILLINOIS 60007 (Name and address of agent for service) (847) 439-3939 (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 UNIT AGGREGATE OFFERING PRICE FEE BE REGISTERED REGISTERED (s) (a) - -------------------------------------------------------------------------------------------------------------------------------- Common Stock, $1.00 par value 363,385 shares $26.625 $9,675,126 $2,932 - -------------------------------------------------------------------------------------------------------------------------------- Common Stock Purchase Rights 363,385 rights (b) (b) (b) - -------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------
(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 one 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 Ira A. Eichner, David P. Storch, 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 the Village of Elk Grove Village, State of Illinois, on November 1, 1996. 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 November 1, 1996 - ------------------------------ Ira A. Eichner /s/ David P. Storch President and Chief Executive November 1, 1996 - ------------------------------ Officer; Director David P. Storch (Principal Executive Officer) /s/ Timothy J. Romenesko Vice President, Chief Financial - ------------------------------ Officer & Treasurer Timothy J. Romenesko (Principal Financial and Accounting Officer) November 1, 1996 /s/ A. Robert Abboud Director November 1, 1996 - ------------------------------ A. Robert Abboud /s/ Howard B. Bernick Director November 1, 1996 - ------------------------------ Howard B. Bernick /s/ Edgar D. Jannotta Director November 1, 1996 - ------------------------------ Edgar D. Jannotta /s/ Robert D. Judson Director November 1, 1996 - ------------------------------ Robert D. Judson /s/ Erwin E. Schulze Director November 1, 1996 - ------------------------------ Erwin E. Schulze /s/ Joel D. Spungin Director November 1, 1996 - ------------------------------ Joel D. Spungin /s/ Lee B. Stern Director November 1, 1996 - ------------------------------ Lee B. Stern /s/ Richard D. Tabery Director November 1, 1996 - ------------------------------ Richard D. Tabery
EXHIBIT INDEX Item Exhibits ---- -------- 4. Instruments defining 4.1 Instruments defining the rights of the rights of security holders are hereby incorporated security holders by reference as Exhibits to the Registrant's Annual Report on Form 10-K for the fiscal year ended May 31, 1996. 4.2 First Amendment to AAR CORP. Stock Benefit Plan (filed herewith, Page 7). 5. Opinion re legality 5.1 Opinion of Mr. Howard A. Pulsifer, Vice President, General Counsel and Secretary (filed herewith, Page 8). 23. Consents 23.1 Consent of KPMG Peat Marwick LLP (filed herewith, Page 9). 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-4.2 2 EXHIBIT 4.2 1ST AMEND. TO AAR STOCK BENEFIT PLAN EXHIBIT 4.2 FIRST AMENDMENT TO AAR CORP. STOCK BENEFIT PLAN WHEREAS, AAR CORP. (the "Company") adopted the AAR CORP. Stock Benefit Plan (the "Plan") and reserved the right to amend the Plan; and WHEREAS, the Company deems it to be in its best interest to amend the Plan as described below. NOW, THEREFORE, the Plan is hereby amended as follows, effective immediately upon stockholder approval thereof: The first sentence of Section 4.1 is amended to read as follows: "The total number of Shares that may be available for Awards under the Plan at any date shall be the aggregate of (1) the sum of 0.9% of the total number of issued and outstanding Shares on each of January 1, 1992, 1993, 1994 and 1995, plus (2) the sum of 2% of the total number of issued and outstanding Shares on January 1, 1996 and on January 1st of each subsequent calendar year commencing within the Applicable Period and on or prior to the date the total number of Shares is determined, minus (3) the total number of Shares that have been subject to Awards granted under the Plan after July 16, 1992; provided, however, that with respect to Awards granted to Grantees who are not subject to Section 16 of the Securities Exchange Act of 1934, the number of Shares available pursuant to this sentence shall be increased by the number of Shares (i) delivered by any Grantee, or (ii) withheld by the Company, pursuant to Section 14 or 20 of the Plan in connection with the exercise of an Option." This First Amendment has been executed by the Company by its duly authorized officer on July 29, 1996 and attested by its Secretary. AAR CORP. By /s/ Ira A. Eichner ---------------------------------- Ira A. Eichner, Chairman ATTEST: /s/ Howard A. Pulsifer - ------------------------------ Howard A. Pulsifer, Secretary SEAL EX-5.1 3 EXHIBIT 5.1 OPINION RE LEGALITY November 1, 1996 EXHIBIT 5.1 AAR CORP. 1111 Nicholas Boulevard Elk Grove Village, Illinois 60007 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 4 EXHIBIT 23.1 CONSENT OF KPGM PEAT MARWICK LLP EXHIBIT 23.1 The Board of Directors AAR CORP.: We consent to incorporation by reference in the Registration Statement on Form S-8 of AAR CORP. of our report dated June 28, 1996, relating to the consolidated balance sheets of AAR CORP. and subsidiaries as of May 31, 1996 and 1995, 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, 1996, which report appears in the May 31, 1996 annual report on Form 10-K of AAR CORP. KPMG Peat Marwick LLP Chicago, Illinois October 25, 1996 -----END PRIVACY-ENHANCED MESSAGE-----