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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-A/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)
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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.
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The Rights Agreement was filed as an exhibit to the Company's Form 8-A
dated March 15, 1999 and is incorporated herein by reference. In accordance
with Rule 12b-15 of the Securities Exchange Act of 1934, Amendment No. 1
to the Rights Agreement between Registrant and U.S. Stock Transfer
Corporation as Rights Agent is attached hereto as an exhibit and incorporated
herein by reference. The foregoing description of the Rights is qualified by
reference to the above-described exhibits.
ITEM 2. EXHIBITS.
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<TABLE>
<S> <C>
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. (2)
4.1 Amendment No. 1 to the Rights Agreement between Registrant and U.S.
Stock Transfer Corporation as Rights Agent.
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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.
(2) Previously filed as exhibit to the Company's Registration Statement,
Form 8-A, dated March 15, 1999.
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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 Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: April 6, 1999 HAWKER PACIFIC AEROSPACE
(Registrant)
By: /s/ Philip Panzera
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Philip Panzera
Vice President,
Chief Financial Officer
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EXHIBIT 4.1
AMENDMENT NO. 1
TO THE RIGHTS AGREEMENT
BETWEEN HAWKER PACIFIC AEROSPACE
AND U.S. STOCK TRANSFER CORPORATION,
AS RIGHTS AGENT
This Amendment No. 1 to the Rights Agreement (the "Agreement") between
Hawker Pacific Aerospace and U.S. Stock Transfer Corporation, as Rights
Agent, (the "Parties") is entered into this 31st day of March, 1999 for
purposes of amending the Rights Agreement dated as of March 10, 1999 (the
"Rights Agreement") between the Parties.
1. The Rights Agreement is hereby amended to correct a typographical
error with respect to the Final Expiration Date, which should be March 25,
2009, rather than February 27, 2008. Accordingly, Section 7.(a) is hereby
amended by substituting "March 25, 2009" in place of "February 27, 2008" in
such Section.
2. In all other respects, the Rights Agreement remains in full force
and effect.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 1
to be duly executed and attested, all as of the date and year first above
written.
HAWKER PACIFIC AEROSPACE
Attest:
By /s/ Philip M. Panzera By /s/ David L. Lokken
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Name: Philip M. Panzera Name: David L. Lokken
Title: Vice President Title: President and Chief
Chief Financial Officer Executive Officer
U.S. STOCK TRANSFER CORPORATION
Attest:
By /s/ Syed A. Hussaini By /s/ Enrique Artaza
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Name: Syed A. Hussaini Name: Enrique Artaza
Title: AVP Administrator Title: Senior Vice President
