| Common Stock, $1.00 par value | AIR |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 5, 2020
AAR CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 1-6263 | 36-2334820 | ||
| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
One AAR Place
1100 N. Wood Dale Road
Wood Dale, Illinois 60191
(Address and Zip Code of Principal Executive Offices)
Registrant’s telephone number, including area code: (630) 227-2000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) |
Name of Each Exchange on Which
Registered |
||
| Common Stock, $1.00 par value | AIR | New York Stock Exchange | ||
| Chicago Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry Into a Material Definitive Agreement. |
As previously reported, on March 27, 2020, the Board of Directors of AAR CORP., a Delaware corporation (the “Company”), authorized and declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, $1.00 par value per share, of the Company to the stockholders of record on April 9, 2020. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock (the “Preferred Stock”) at an exercise price of $100.00 per one one-thousandth of a share of Preferred Stock, once the Rights become exercisable. The description and terms of the Rights are set forth in a Rights Agreement (the “Rights Agreement”), dated as of March 30, 2020, between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”).
On October 5, 2020, the Company and the Rights Agent entered into an Amendment and Termination to the Rights Agreement (the “Amendment”). The Amendment accelerates the expiration date of the Rights Agreement from February 28, 2021 to October 5, 2020, such that, at the close of business on October 5, 2020, the Rights will expire and no longer be outstanding and the Rights Agreement will terminate and be of no further force or effect. The Board decided to take this action after evaluating current market conditions relative to the time of the adoption of the Rights Agreement and receiving objections from a large institutional stockholder regarding the adoption of the Rights Agreement.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 1.02 | Termination of a Material Definitive Agreement. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
In connection with the expiration of the Rights and termination of the Rights Agreement, the Company filed a Certificate of Elimination with the Secretary of State of the State of Delaware on October 5, 2020 that, effective upon filing, eliminated from the Company’s Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to the Preferred Stock, and returned the Preferred Stock to authorized but undesignated shares of the Company’s preferred stock. No shares of Preferred Stock were issued and outstanding at the time of the filing of the Certificate of Elimination.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Elimination, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit
|
Description | |
| 3.1 | Certificate of Elimination of Series A Junior Participating Preferred Stock of AAR CORP. | |
| 4.1 | Amendment and Termination of Rights Agreement, dated as of October 5, 2020, between AAR CORP. and Computershare Trust Company, N.A., as rights agent. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 5, 2020 | ||
| AAR CORP. | ||
| By: | ||
| /s/ SEAN M. GILLEN | ||
| Sean M. Gillen | ||
| Vice President and Chief Financial Officer | ||
| (Principal Financial Officer) | ||
Exhibit 3.1
CERTIFICATE OF ELIMINATION
of
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
of
AAR CORP.
(Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware)
AAR CORP. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:
FIRST: That, pursuant to the authority granted to and vested in the Board of Directors of the Corporation (the “Board”) in accordance with the provisions of the Corporation’s Restated Certificate of Incorporation (the “Certificate of Incorporation”), the Board previously adopted resolutions creating and authorizing the issuance of a series of 35,098 shares of preferred stock, par value $1.00 per share, of the Corporation designated as “Series A Junior Participating Preferred Stock” (the “Preferred Stock”), and establishing the relative rights, preferences and and limitations thereof, and, on March 30, 2020, filed the Certificate of Designations of Series A Junior Participating Preferred Stock (the “Certificate of Designations”), with the Secretary of State of the State of Delaware.
SECOND: That none of the authorized shares of the Preferred Stock are outstanding and none will be issued by the Corporation pursuant to the Certificate of Designations.
THIRD: That, pursuant to the authority granted to and vested in the Board in accordance with the provisions of the Certificate of Incorporation, the Board, on October 5, 2020, duly adopted the following resolutions approving the elimination of the Preferred Stock:
WHEREAS, no shares of the Preferred Stock have been issued by the Corporation;
WHEREAS, as of the date hereof, no shares of such Preferred Stock are outstanding and no shares of such Preferred Stock will be issued subject to said Certificate of Designation; and
WHEREAS, it is desirable that all matters set forth in the Certificate of Designation with respect to such Preferred Stock be eliminated from the Certificate of Incorporation, as heretofore amended, of the Corporation.
NOW, THEREFORE, BE IT AND IT HEREBY IS RESOLVED, that all matters set forth in the Certificate of Designation with respect to such Preferred Stock be eliminated from the Certificate of Incorporation, as heretofore amended, of the Corporation.
RESOLVED FURTHER, the proper officers of the Corporation be, and each of them hereby is, authorized and directed, jointly and severally, for and in the name and on behalf of the Corporation, to file a Certificate of Elimination with the office of the Secretary of State of the State of Delaware setting forth a copy of these resolutions whereupon all matters set forth in the Certificate of Designation with respect to such Preferred Stock shall be eliminated from the Certificate of Incorporation, as heretofore amended, of the Corporation.
FOURTH: That, in accordance with Section 151(g) of the DGCL, all matters set forth in the Certificate of Designations with respect to the Preferred Stock be and hereby are, eliminated from the Certificate of Incorporation and the shares of Preferred Stock hereby are returned to the status of authorized but unissued shares of preferred stock of the Corporation, without designation as to series.
[Signature page follows.]
IN WITNESS WHEREOF, the Company has caused this Certificate of Elimination to be executed by its duly authorized officer this 5th day of October, 2020.
| AAR CORP. | ||
| By: | /s/ Jessica Garascia | |
| Name: | Jessica Garascia | |
| Title: | Vice President, General Counsel | |
Exhibit 4.1
AMENDMENT AND TERMINATION OF
RIGHTS AGREEMENT
This Amendment and Termination of Rights Agreement (this “Amendment”), dated as of October 5, 2020, between AAR CORP., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”), amends that certain Rights Agreement, dated as of March 30, 2020, between the Company and the Rights Agent (the “Rights Agreement”). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Rights Agreement.
WHEREAS, the Board of Directors of the Company has determined that it is desirable to amend the Rights Agreement as set forth herein;
WHEREAS, subject to certain limited exceptions not applicable here, Section 27 of the Rights Agreement provides that the Company may, in its sole and absolute discretion, at any time prior to the time a Person becomes an Acquiring Person, and the Rights Agent shall if the Company so directs, amend any provision of the Rights Agreement in any respect without the approval of any holders of the Rights;
WHEREAS, the Company has determined that this Amendment is permitted by Section 27 of the Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company hereby directs that the Rights Agreement shall be amended as set forth in this Amendment.
NOW THEREFORE, in consideration of the foregoing premises and mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Rights Agent hereby agree as follows:
Section 1. Amendment to Section 7(a). Clause (i) of Section 7(a) of the Rights Agreement is hereby amended to read in its entirety as follows:
“(i) the Close of Business on October 5, 2020 (the “Expiration Date”),”
Section 2. Addition of New Section 36. The Rights Agreement is amended by adding a new Section 36 thereto, which shall read as follows:
“Section 36. Termination. Notwithstanding any provision of this Agreement to the contrary, except for those provisions herein that expressly survive the termination of this Agreement, this Agreement shall terminate and shall have no further force or effect as of the Close of Business on October 5, 2020 and all Rights established hereunder shall automatically expire at such time.”
Section 3. Amendments to the Exhibits. The Exhibits to the Rights Agreement are hereby amended such that all references to the words “February 28, 2021” are replaced with the words “October 5, 2020”.
Section 4. Effective Date; Certification. This Amendment shall be deemed effective as of the date first written above, as if executed on such date. The officer of the Company executing this Amendment hereby certifies to the Rights Agent that the amendment to the Rights Agreement set forth in this Amendment is in compliance with Section 27 of the Rights Agreement and the certification contained in this Section 3 shall constitute the certification required by Section 27 of the Rights Agreement.
Section 5. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts made and to be performed entirely within such state.
Section 6. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted by facsimile or by e-mail delivery of a “.pdf” format data file shall have the same authority, effect, and enforceability as an original signature.
Section 7. Descriptive Headings. Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
Section 8. No Other Modification. Except as expressly set forth herein, the Rights Agreement shall continue in full force and effect in accordance with the provisions thereof.
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
| AAR CORP. | ||
| By: | /s/ Jessica Garascia | |
| Name: Jessica Garascia | ||
| Title: Vice President, General Counsel | ||
| COMPUTERSHARE TRUST COMPANY, N.A., | ||
| as Rights Agent | ||
| By: | /s/ Fred Papenmeier | |
| Name: Fred Papenmeier | ||
|
Title: Vice President & Manager |
||