SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AVIATION SALES COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 65-0665658
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(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
6905 NORTHWEST 25TH STREET, MIAMI, FL 33122
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(Address of Principal Executive Offices) (Zip Code)
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), please check the following box. [X]
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), please check the following box. [ ]
Securities Act registration statement file number to which this form
relates: ____________
(If applicable)
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
Preferred Stock Purchase Rights
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Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
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(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Company and Continental Transfer & Trust Company, as Rights Agent
(the "Rights Agent") have entered into Amendment No. 1 (the "Amendment") to the
Rights Agreement, dated November 1, 1999, between the Company and the Rights
Agent.
The text of the Amendment is attached as Exhibit 1 and incorporated
herein by reference. The foregoing description of the Amendment is qualified in
its entirety by reference to Exhibit 1.
Item 2. EXHIBITS.
1. Amendment No. 1 to Rights Agreement, dated as of March 14, 2000,
between Aviation Sales Company and Continental Stock Transfer & Trust Company,
as Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
AVIATION SALES COMPANY
Dated: March 24, 2000 By: /S/ DALE S. BAKER
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Dale S. Baker, President
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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1 Amendment No. 1 to Rights Agreement
EXHIBIT 1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "AMENDMENT") is made and
entered into as of this 14th day of March, 2000 between AVIATION SALES COMPANY,
a Delaware corporation (the "COMPANY"), and CONTINENTAL STOCK TRANSFER & TRUST
COMPANY, as Rights Agent (the "RIGHTS AGENT").
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement dated as of November 1, 1999 (the "Rights Agreement"); and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
may in its sole and absolute discretion, and the Rights Agent shall if the
Company so directs, supplement or amend any provision of the Rights Agreement in
any respect without the approval of the holders of the Rights (as defined in the
Rights Agreement);
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. AMENDMENT OF SECTION 1(AA). Section 1(aa) of the Rights Agreement is
hereby amended and restated in its entirety to read as follows:
"'Significant Holder' shall refer to each of (i) Robert Alpert and any
Affiliate or Associate thereof (collectively, "Alpert"), for so long as
Alpert is the Beneficial Owner of no more than 25% of the issued and
outstanding Common Stock, and (ii) LJH, Corporation, a Texas
corporation ("LJH"), for so long as Lacy J. Harber shall beneficially
own 100% of the capital stock of LJH, Lacy J. Harber and any Affiliate
or Associate thereof (including, without limitation and solely for
purposes of this Agreement, Roy T. Rimmer and any Affiliate or
Associate thereof) (collectively, "Harber"), for so long as Harber is
the Beneficial Owner of no more than 25% of the issued and outstanding
Common Stock; PROVIDED, HOWEVER, that shares of Common Stock
beneficially owned by Roy T. Rimmer solely through the grant of stock
options (or upon the exercise thereof) by the Company to Roy T. Rimmer
as a member of the board of directors of the Company shall be excluded
from the calculation of such percentage; PROVIDED, FURTHER, that at the
time the Agreement, dated as of March 10, 2000, by and among the
Company, Lacy J. Harber and LJH, is terminated or expires in accordance
with the terms thereof, Harber shall thereupon, and without any further
action whatsoever, no longer be a "Significant Holder" for purposes of
this Agreement."
2. BINDING EFFECT. This Amendment shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
assigns.
3. EXECUTION IN COUNTERPARTS. This Amendment may be executed in
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
4. GOVERNING LAW. This Amendment shall be governed by, and interpreted
in accordance with, the laws of the State of Delaware, without regard to
principles of conflict of laws.
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5. EFFECTIVENESS. Except as amended hereby, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby.
[SIGNATURE PAGE FOLLOWS]
2
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
AVIATION SALES COMPANY
By:
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Name: Dale S. Baker
Title: Chairman of the Board of Directors
and President
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, Rights Agent
By:
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Name:
Title:
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