-----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, GVbvkMjn5ORWK8LZtToB4+rdRZDSt8uYQI5z/2zonm1IN1FStFFXqSv7x+Iu17KJ 06UkqVZFPKm0ESKy1kKu7Q== 0000898430-01-001186.txt : 20010409 0000898430-01-001186.hdr.sgml : 20010409 ACCESSION NUMBER: 0000898430-01-001186 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAWKER PACIFIC AEROSPACE CENTRAL INDEX KEY: 0001049625 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 953528840 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 000-29490 FILM NUMBER: 1590429 BUSINESS ADDRESS: STREET 1: 11240 SHERMAN WAY CITY: SUN VALLEY STATE: CA ZIP: 91352-4942 BUSINESS PHONE: 8187656201 MAIL ADDRESS: STREET 1: 11240 SHERMAN WAY CITY: SUN VALLEY STATE: CA ZIP: 913524942 8-A12G/A 1 0001.txt FORM 8-A12G AMENDMENT #2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 8-A12G/A Amendment No. 2 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HAWKER PACIFIC AEROSPACE ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) California 95-3528840 - ------------------------------------------- -------------------------- (State of Incorporation (I.R.S. Employer or Organization) Identification No.) 11240 Sherman Way Sun Valley, California 91352 - ------------------------------------------- -------------------------- (Address of Principal Executive Offices) (Zip Code) Securities to be Registered Pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered --------------------- ------------------------------------ - ------------------------------------ ------------------------------------- - ------------------------------------ ------------------------------------- Securities to be Registered Pursuant to Section 12(g) of the Act: Preferred Share Purchase Rights - -------------------------------------------------------------------------------- (Title of Class) - -------------------------------------------------------------------------------- (Title of Class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED No additional securities are being registered pursuant to this filing. The Rights Agreement between the Registrant and U.S. Stock Transfer, as Rights Agent, dated March 10, 1999, is further amended in accordance with the provisions of Exhibit 4.8 attached hereto. ITEM 2. EXHIBITS 4.2 Rights Agreement, dated March 10, 1999, between Registrant and U.S. Stock Transfer Corporation (1) 4.3 Amendment No. 1 to the Rights Agreement between Registrant and U.S. Stock Transfer Corporation, dated March 31, 1999 (2) 4.8 Amendment No. 2 to the Rights Agreement between Registrant and U.S. Stock Transfer Corporation, dated August 15, 2000 ______________________________ (1) Previously filed as an exhibit to the Company's Registration Statement, Form 8-A12G, dated March 23, 1999, and incorporated herein by reference. (2) Previously filed as an exhibit to the Company's Registration Statement, Form 8-A12G/A, dated April 7, 1999, and incorporated herein by reference. SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 30, 2001 HAWKER PACIFIC AEROSPACE By: /s/ Philip Panzera ---------------------------- Philip Panzera Executive Vice President EX-4.8 2 0002.txt AMENDMENT NO. 2 TO RIGHTS AGREEMENT EXHIBIT 4.8 AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT THIS AMENDMENT (this "Amendment") is made as of August 15, 2000, between Hawker Pacific Aerospace, a California corporation (the "Corporation"), and U.S. Stock Transfer Corporation (the "Rights Agreement"), with reference to the following facts: The Board of Directors (the "Board") of the Corporation, at a meeting of the Board duly called and held on August 15, 2000, authorized and directed that the Rights Plan, dated as of March 10, 1999 (the "Rights Plan"), between the Corporation and the Rights Agent be amended as provided in this Amendment. Accordingly, in consideration of the premises, the parties hereby agree as follows: 1. Certain Definitions. Unless otherwise defined herein, all capitalized ------------------- terms used in this Amendment shall have the meanings ascribed to such terms in the Rights Agreement. 2. Amendment. Paragraph (a) of Section 1 of the Rights Agreement is --------- hereby amended to read in its entirety as follows: (a) "Acquiring Person" shall mean any Person (as defined herein) who or which, together with all Affiliates and Associates (as defined herein) of such Person, shall be the Beneficial Owner (as defined herein) of 20% or more of the then outstanding Common Shares (other than as a result of a Permitted Offer (as defined herein)) or was such a Beneficial Owner at any time after the date hereof, whether or not such person continues to be the Beneficial Owner of 20% or more of the then outstanding Common Shares. Nothwithstanding the foregoing, (A) the term "Acquiring Person" shall not include (i) the Corporation, (ii) any Subsidiary of the Corporation, (iii) any employee benefit plan of the Corporation or of any Subsidiary of the Corporation, (iv) any Person organized, appointed or established by the Corporation for or pursuant to the terms of any such plan, (v) any of the executive officers of Hawker Pacific Aerospace Limited, a United Kingdom company, a Subsidiary of the Corporation (the "Subsidiary Officers"), (vi) Melanie L. Bastian or any entity owned by or controlled by Melanie L. Bastian, (vii) Lufthansa Technik AG or any Affiliate or Associate of Lufthansa Technik AG, or (viii) any Person, who or which together with all Affiliates and Associates of such Person, who or which together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 20% or more of the then outstanding Common Shares as a result of the acquisition of Common Shares directly from the Corporation, and (B) no Person shall be deemed to be an "Acquiring Person" either (X) as a result of the acquisition of Common Shares by the Corporation which, by reducing the number of Common Shares outstanding, increases the proportional number of shares beneficially owned by such Person, together with all Affiliates and Associates of such Person; except that if (i) a Person would become an Acquiring Person (but for the operation of this subclause X) as a result of the acquisition of Common Shares by the Corporation, and (ii) after such share acquisition by the Corporation, such Person, or an Affiliate or Associate of such Person, becomes the Beneficial Owner of any additional Common Shares, then such Person shall be deemed an Acquiring Person, or (Y) if the Board of Directors of the Corporation determines in good faith that a Person who would otherwise be an "Acquiring Person," as defined pursuant to the foregoing provisions of this Section 1(a), has become such, and such Person divests as promptly as practicable a sufficient number of Common Shares so that such Person would no longer be an Acquiring Person, as defined pursuant to the foregoing provisions of this Section 1(a), then such Person shall not be deemed as "Acquiring Person" for any purposes of this Agreement. 3. No Other Effect. This Amendment has been authorized in accordance with --------------- Section 27 of the Rights Plan. Except as specifically set forth in Section 2 of this Amendment, the Rights Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, as of the date and year first above written. Attest: HAWKER PACIFIC AEROSPACE By: /s/ Daniel J. Lubeck By: /s/ David L. Lokken -------------------------------- ------------------------------- Name: Daniel J. Lubeck Name: David L. Lokken Title: Chairman of the Title: President and Board and Secretary Chief Executive Officer Attest: U.S. STOCK TRANSFER CORPORATION By: /s/ Syed A. Hussaini By: /s/ Enrique Artaza -------------------------------- ------------------------------- Name: Syed A. Hussaini Name: Enrique Artaza Title: Assistant Vice President Title: Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----