SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HAWKER PACIFIC AEROSPACE
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(Exact Name of Registrant as Specified in its Charter)
California 95-3528840
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
11240 Sherman Way
Sun Valley, California 91352
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(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
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Securities to be Registered Pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
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(Title of Class)
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On February 25, 1999, the Board of Directors of Hawker Pacific Aerospace
(the "Corporation") declared a dividend distribution of one preferred share
purchase right (a "Right") for each outstanding share of Common Stock,
without par value (the "Common Shares"), of the Corporation. The dividend is
payable to the shareholders of record on March 25, 1999 (the "Record Date"),
and with respect to Common Shares issued thereafter until the Distribution
Date (as defined below) and, in certain circumstances, with respect to Common
Stock issued after the Distribution Date. Except as set forth below, each
Right, when it becomes exercisable, entitles the registered holder to
purchase from the Corporation one one-hundredth of a share of Series B Junior
Participating Preferred Stock, without par value (the "Preferred Shares"), of
the Corporation at a price of $15 per one one-hundredth of a Preferred Share
(the "Purchase Price"), subject to adjustment. The description and terms of
the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Corporation and U.S. Stock Transfer Corporation, as Rights Agent
(the "Rights Agent") dated as of March 10, 1999.
Initially, the Rights will be attached to all certificates representing
Common Shares then outstanding, and no separate Right Certificates will be
distributed. The Rights will separate from the Common Shares upon the
earliest to occur of (i) ten days after a person or group of affiliated or
associated persons has acquired beneficial ownership of 20% or more of the
outstanding Common Shares (except pursuant to a Permitted Offer, as
hereinafter defined); or (ii) 10 Business Days (as defined in the Rights
Agreement) (or such later date as the Board may determine) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in a person or group
becoming an Acquiring Person (as hereinafter defined) (the earliest of such
dates being called the "Distribution Date"). A person or group whose
acquisition of Common Shares causes a Distribution Date pursuant to clause
(i) above is an "Acquiring Person." The date that a person or group becomes
an Acquiring Person is the "Shares Acquisition Date."
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred solely with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date upon transfer or new
issuances of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption
or expiration of the Rights), the surrender for transfer of any certificates
for Common Shares outstanding as of the Record Date, even if such notation or
a copy of this Summary of Rights is not attached thereto, will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of
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record of the Common Shares as of the close of business on the Distribution
Date (and to each initial record holder of certain Common Shares issued after
the Distribution Date), and such separate Right Certificates alone will
evidence the Rights.
The Rights are not exercisable until the Distribution Date and will expire
at the close of business on March 25, 2009, unless earlier redeemed by the
Corporation as described below.
In the event that any person becomes an Acquiring Person (except pursuant
to a tender or exchange offer which is for all outstanding Common Shares at a
price and on terms which a majority of members of the Board of Directors (who
are not also officers of the Corporation or an Acquiring Person or affiliate or
associate thereof) determines to be adequate and in the best interests of the
Corporation and its shareholders, other than such Acquiring Person, its
affiliates and associates (a "Permitted Offer"), each holder of a Right will
thereafter have the right (the "Flip-In Right") to receive upon exercise, one
one-hundredths of a share of Preferred Shares having a market value (immediately
before such triggering event) equal to two times the exercise price of the
Right. At such time, all Rights that are beneficially owned by the Acquiring
Person or any affiliate, associate or transferee thereof will be null and void.
In the event that, at any time following the Shares Acquisition Date,
(i) the Corporation is acquired in a merger or other business combination
transaction in which the holders of all of the outstanding Common Shares
immediately before the consummation of the transaction are not the holders of
all of the surviving corporation's voting power, or (ii) more than 50% of the
Corporation's assets or earning power are sold or transferred, in either case
with or to an Acquiring Person or any affiliate or associate or any other person
in which such Acquiring Person, affiliate or associate has an interest or any
person acting on behalf of or in concert with such Acquiring Person, affiliate
or associate, or, if in such transaction all holders of Common Shares are not
treated alike, then each holder of a Right (except Rights which previously have
been voided as set forth above) shall thereafter have the right (the "Flip-Over
Right") to receive, upon exercise, common shares of the acquiring company having
a value equal to two times the exercise price of the Right. The holder of a
Right will continue to have the Flip-Over Right only to the extent that the
Flip-In Right has not previously been exercised.
The Purchase Price payable and the number of Preferred Shares, Common
Shares or other securities issuable upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price (or
conversion price as the case may be),
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less than the then current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of
indebtedness or assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths of a
Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
before the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1.00 per share but, if greater, will be entitled
to an aggregate dividend per share of 100 times the dividend declared per Common
Share. In the event of liquidation, the holders of the Preferred Shares will be
entitled to a minimum preferential liquidation payment of $100 per share;
thereafter, and after the holders of the Common Shares receive a liquidation
payment of $1.00 per share, the holders of the Preferred Shares and the holders
of the Common Shares will share the remaining assets in the ratio of 1 to 1 (as
adjusted) for each Preferred Share and Common Share so held, respectively.
Finally, in the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preferred Share will be entitled to receive
100 times the amount received per Common Share. These rights are protected by
customary antidilution provisions.
With certain exceptions, no adjustment to the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are one one-hundredth or integral multiples of one one-hundredth
of a Preferred Share, which may, at the election of the Corporation, be
evidenced by depository receipts) and in lieu thereof, a payment in cash will be
made based on the market price of the Preferred Shares on the last Trading Day
(as defined in the Rights Agreement) before the date of exercise.
At any time before the earlier to occur of (i) a person becoming an
Acquiring Person, (ii) the expiration of the Rights, or (iii) in certain
circumstances, after the Shares Acquisition Date, the Corporation may redeem all
but not less than all of the Rights at a price of $.0001 per Right (the
"Redemption Price") which redemption shall be effective upon the action of the
Board of Directors.
All of the provisions of the Rights Agreement may be amended by the Board
of Directors of the Corporation before the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board in order to cure any ambiguity, defect or inconsistency, to make changes
which do not
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adversely affect the interests of holders of Rights (excluding the interests
of any Acquiring Person), or, subject to certain limitations, to shorten or
lengthen any time period under the Rights Agreement.
The Rights Agreement is attached hereto as an exhibit and incorporated
herein by reference. The foregoing description of the Rights is qualified by
reference to such exhibit.
ITEM 2. EXHIBITS.
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3.1 Amended and Restated Articles of Incorporation of the Corporation.
(1)
3.2 Amended and Restated Bylaws of the Corporation. (1)
3.3 Certificate of Amendment to the Amended and Restated Articles of
Incorporation of the Company. (1)
4.0 Rights Agreement dated as of March 10, 1999 between the Corporation
and U.S. Stock Transfer Corporation.
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(1) Previously filed as exhibit to the Company's Registration Statement
Form S-1, as amended (Registration No. 333-40295, and incorporated
herein by reference.
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SIGNATURES
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: March 15, 1999 HAWKER PACIFIC AEROSPACE
(Registrant)
By: /s/ David L. Lokken
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David L. Lokken
President, Chief Executive Officer
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