-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, LA0QOBlluXs6mqASo36Ki49NEQPwJ+IBr3lV75SxJiwoSDqAX9en+9ptA6xYeSbS REl+9eIqGOUWu970rXy3pQ== 0000912057-94-003407.txt : 19941017 0000912057-94-003407.hdr.sgml : 19941017 ACCESSION NUMBER: 0000912057-94-003407 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19941014 EFFECTIVENESS DATE: 19941102 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AAR CORP CENTRAL INDEX KEY: 0000001750 STANDARD INDUSTRIAL CLASSIFICATION: 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: 033-56023 FILM NUMBER: 94552693 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 FORM 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.) 1111 NICHOLAS BOULEVARD ELK GROVE VILLAGE, ILLINOIS (Address of principal executive offices) 60007 (Zip code) 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) (708) 439-3939 (Telephone number, including area code, of agent for service) APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE: FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS OF THE PLAN. 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 (a) (a) - -------------------------------------------------------------------------------------------------------------------- Common Stock, $1.00 par value 143,147 shares $12.75 $1,825,124 $ 629.35 - -------------------------------------------------------------------------------------------------------------------- Common Stock Purchase Rights 143,147 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. - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
REGISTRATION STATEMENT 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, are hereby incorporated by reference. Page 2 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 are set forth in the Registration Statement of the Registrant on Form S-8 (Registration No. 33-26783) which are 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. Page 3 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. Page 4 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 October 12, 1994. AAR CORP. By: ------------------------------------- Ira A. Eichner Chairman of the Board 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 - --------- ----- ---- Chairman of the Board and October 12, 1994 - ---------------------- Chief Executive Officer; Director Ira A. Eichner (Principal Financial Officer) President and Chief Operating October 12, 1994 - ---------------------- Officer; Director David P. Storch Vice President - Controller October 12, 1994 - ---------------------- (Principal Accounting Officer) Timothy J. Romenesko Director October 12, 1994 - ---------------------- A. Robert Abboud Director October 12, 1994 - ---------------------- Howard B. Bernick Director October 12, 1994 - ---------------------- Edgar D. Jannotta Director October 12, 1994 - ---------------------- Robert D. Judson Director October 12, 1994 - ---------------------- Erwin E. Schulze Director October 12, 1994 - ---------------------- Joel D. Spungin Director October 12, 1994 - ---------------------- Lee B. Stern Director October 12, 1994 - ---------------------- Richard D. Tabery Page 5 EXHIBIT INDEX Item Exhibits ---- -------- 4. Instruments 4.1 Instruments defining the rights of security defining the holders are hereby incorporated by reference to rights of Exhibits to the Registrant's Annual Report on security holders Form 10-K for the fiscal year ended May 31, 1994. 5. Opinion re 5.1 Opinion of Mr. Howard A. Pulsifer, Vice President, legality General Counsel and Secretary (filed herewith, Page 7). 23. Consents 23.1 Consent of KPMG Peat Marwick 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 5.1) 24. Power of The Power of Attorney immediately precedes the Attorney signature page hereof (filed herewith, Page 4). Page 6 EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 October 12, 1994 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, Howard A. Pulsifer Vice President, General Counsel and Secretary Page 7 EX-23.1 3 EXHIBIT 23.1 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 July 1, 1994, relating to the consolidated balance sheets of AAR CORP. and subsidiaries as of May 31, 1994 and 1993, 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, 1994, which report appears in the May 31, 1994 annual report on Form 10-K of AAR CORP. Chicago, Illinois October 13, 1994 Page 8 -----END PRIVACY-ENHANCED MESSAGE-----