Registration No.
UNITED STATES 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 (State or other jurisdiction of incorporation or organization) |
36-2334820 (I.R.S. Employer Identification No.) |
|
One AAR Place 1100 N. Wood Dale Road Wood Dale, Illinois (Address of principal executive offices) |
60191 (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
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 Securities to be Registered |
Amount to be registered |
Proposed Maximum Offering Price Per Unit (a) |
Proposed Maximum Aggregate Offering Price (a) |
Amount of Registration Fee |
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|---|---|---|---|---|---|---|---|---|
| Common Stock, $1.00 par value | 675,988 shares | $5.67 | $3,832,852 | $352.62 | ||||
| Common Stock Purchase Rights | 450,681 rights | (b) | (b) | (b) | ||||
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.
The Exhibits filed herein are set forth on the exhibit index filed as part of this Registration Statement on page 6 hereof.
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.
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 City of Wood Dale, State of Illinois, on January 6, 2003.
AAR CORP. |
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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/ DAVID P. STORCH David P. Storch |
President and Chief Executive Officer; Director (Principal Executive Officer) | January 6, 2003 | ||
/s/ TIMOTHY J. ROMENESKO Timothy J. Romenesko |
Vice President, Chief Financial Officer (Principal Financial Officer) |
January 6, 2003 |
||
/s/ MICHAEL J. SHARP Michael J. Sharp |
Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) |
January 6, 2003 |
||
/s/ A. ROBERT ABBOUD A. Robert Abboud |
Director |
January 6, 2003 |
||
/s/ JAMES G. BROCKSMITH, JR. James G. Brocksmith, Jr. |
Director |
January 6, 2003 |
||
Ira A. Eichner |
Chairman of the Board; Director |
January 6, 2003 |
||
/s/ RONALD R. FOGLEMAN Ronald R. Fogleman |
Director |
January 6, 2003 |
||
/s/ JAMES E. GOODWIN James E. Goodwin |
Director |
January 6, 2003 |
||
Joel D. Spungin |
Director |
January 6, 2003 |
| Item |
Exhibits |
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|---|---|---|---|---|---|---|
4. |
Instruments defining the rights of security holders |
4.1 |
Instruments defining the rights of security holders are hereby incorporated by reference as Exhibits to the Registrant's Annual Report on Form 10-K for the fiscal year ended May 31, 2002. |
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5. |
Opinion re legality |
5.1 |
Opinion of Mr. Howard A. Pulsifer, Vice President, General Counsel and Secretary (filed herewith, Page 7). |
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23. |
Consents |
23.1 |
Consent of KPMG LLP (filed herewith, Page 8). |
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23.2 |
Consent of Mr. Howard A. Pulsifer, Vice President, General Counsel and Secretary (contained in opinion referred to in Exhibit 5) |
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24. |
Power of Attorney |
The Power of Attorney immediately precedes the signature page hereof (filed herewith, Page 4). |
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