SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(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, including zip code, of Registrant's principal executive offices) 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 ------------------- ------------------------------- None None If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ X ] Securities Act registration statement file number to which this form relates: 333-40295 Securities to be Registered Pursuant to Section 12(g) of the Act: COMMON STOCK, NO PAR VALUE (Title of Class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The description of the common stock, no par value, of Hawker Pacific Aerospace (the "Company") contained under the caption "Description of Capital Stock" on page 51 of the Company's Preliminary Prospectus dated November 14, 1997, subject to completion, filed with the Securities and Exchange Commission ("SEC") on November 14, 1997 as part of the Company's Registration Statement on Form S-1 (No. 333-40295) (the "Registration Statement"), as such description may be amended in any prospectus included or deemed to be included in the Registration Statement subsequently filed with the SEC, is hereby incorporated herein by reference. ITEM 2. EXHIBITS. 1. Specimen Common Stock Certificate.* 2.1 Amended and Restated Articles of Incorporation of the Company, filed as Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-40295), and incorporated by reference herein. 2.2 Amended and Restated Bylaws of the Company, filed as Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-40295), and incorporated by reference herein. 3. Page 54 of the Preliminary Prospectus dated November 14, 1997, subject to completion, contained in the Registration Statement on Form S-1 (File No. 333-40295), under the heading "Description of Capital Stock" and incorporated by reference herein. * To be filed by amendment. Page 2 of 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. Date: December 18, 1997 Hawker Pacific Aerospace By: /s/ Brian S. Aune ----------------------------- Brian S. Aune, Vice President and Chief Financial Officer Page 3 of 3