<PAGE>
REGISTRATION NO.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
AAR CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 36-2334820
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE AAR PLACE
1100 N. WOOD DALE ROAD
WOOD DALE, ILLINOIS 60191
(Address of principal executive offices) (Zip code)
AAR CORP. STOCK BENEFIT PLAN
(FORMERLY KNOWN AS AAR CORP. AMENDED STOCK OPTION
AND INCENTIVE PLAN)
(Full title of the plan)
HOWARD A. PULSIFER
VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
ONE AAR PLACE
1100 N. WOOD DALE ROAD
WOOD DALE, ILLINOIS 60191
(Name and address of agent for service)
(630) 227-2000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================== ======================== ======================== ======================== =========================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF AMOUNT OFFERING PRICE PER AGGREGATE OFFERING
SECURITIES TO TO BE UNIT PRICE AMOUNT OF REGISTRATION
BE REGISTERED REGISTERED (a) (a) FEE
- --------------------------- ------------------------ ------------------------ ------------------------ -------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00
par value 538,557 shares $19.16 $10,316,733 $2,723.62
- --------------------------- ------------------------ ------------------------ ------------------------ -------------------------
Common Stock
Purchase Rights 359,056 rights (b) (b) (b)
=========================== ======================== ======================== ======================== =========================
</TABLE>
(a) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933.
(b) Each unit consists of one share of Common Stock and .6667 related Common
Stock Purchase Right. The Rights currently are not evidenced by separate
certificates and may not be transferred except upon transfer of the related
shares. The value attributable to the Common Stock Purchase Rights is reflected
in the market price of the Common Stock.
================================================================================
<PAGE>
GENERAL INSTRUCTIONS
E. REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E of Form S-8, the contents of the Registration
Statement of Registrant on Form S-8, Registration No. 33-26783, filed by the
Registrant with the Securities and Exchange Commission on February 1, 1989,
registering its Common Stock, $1.00 par value per share, and its Common Stock
Purchase Rights, issuable pursuant to the AAR CORP. Stock Benefit Plan (formerly
known as the AAR CORP. Amended Stock Option and Incentive Plan), are hereby
incorporated by reference.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
All information required in this registration statement not included in the
Exhibits attached hereto or set forth on the signature page is set forth in the
Registration Statement of the Registrant on Form S-8 (Registration No. 33-26783)
which is incorporated herein by reference.
Item 8. Exhibits.
The Exhibits filed herein are set forth on the exhibit index filed as part of
this Registration Statement on page 6 hereof.
<PAGE>
POWER OF ATTORNEY
KNOWN BY ALL MEN BY THESE PRESENTS, that each of the persons signing this
Registration Statement as a director or officer, or both, of AAR CORP., a
Delaware corporation, hereby constitutes and appoints David P. Storch, Timothy
J. Romenesko, and Howard A. Pulsifer, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to the Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Wood Dale, Illinois, on January 10, 2000.
AAR CORP.
By: /s/ David P. Storch
-----------------------
David P. Storch
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and
effective on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Ira A. Eichner Chairman of the Board; Director January 10, 2000
- -------------------------------
Ira A. Eichner
/s/ David P. Storch President and Chief Executive January 10, 2000
- ------------------------------- Officer; Director
David P. Storch (Principal Executive Officer)
/s/ Timothy J. Romenesko Vice President, Chief Financial January 10, 2000
- ------------------------------- Officer
Timothy J. Romenesko (Principal Financial Officer)
/s/ Michael J. Sharp Vice President, Controller and January 10, 2000
- ------------------------------- Chief Accounting Officer
Michael J. Sharp (Principal Accounting Officer)
/s/ A. Robert Abboud Director January 10, 2000
- -------------------------------
A. Robert Abboud
/s/ Howard B. Bernick Director January 10, 2000
- -------------------------------
Howard B. Bernick
Director January 10, 2000
- -------------------------------
Edgar D. Jannotta
/s/ Erwin E. Schulze Director January 10, 2000
- -------------------------------
Erwin E. Schulze
/s/ Joel D. Spungin Director January 10, 2000
- -------------------------------
Joel D. Spungin
/s/ Lee B. Stern Director January 10, 2000
- -------------------------------
Lee B. Stern
/s/ Richard D. Tabery Director January 10, 2000
- -------------------------------
Richard D. Tabery
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Item Exhibits
---- ------------
<S> <C> <C> <C>
4. Instruments 4.1 Instruments defining the rights of security holders are
defining the hereby incorporated by reference as Exhibits to the
rights of Registrant's Annual Report on Form 10-K for the fiscal
security year ended May 31, 1999.
holders
5. Opinion re 5.1 Opinion of Mr. Howard A. Pulsifer, Vice
legality President, General Counsel and Secretary (filed
herewith, Page 7).
23. Consents 23.1 Consent of KPMG LLP (filed herewith, Page 8).
23.2 Consent of Mr. Howard A. Pulsifer, Vice President,
General Counsel and Secretary (contained in opinion
referred to in Exhibit 5)
24. Power of The Power of Attorney immediately precedes the signature
Attorney page hereof (filed herewith, Page 4).
</TABLE>
<PAGE>
January 10, 2000
EXHIBIT 5.1
AAR CORP.
1100 N. Wood Dale Road
Wood Dale, Illinois 60191
Re: AAR CORP. REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
I am Vice President, General Counsel and Secretary of AAR CORP., a Delaware
corporation (the "Company"), and I am issuing this opinion in connection with
the Company's filing of a Registration Statement on Form S-8 (the
"Registration Statement") with the Securities and Exchange Commission
covering certain shares of the Company's common stock, $1.00 par value, and
the associated common stock purchase rights (collectively, the "Stock"), to
be issued pursuant to the terms of the AAR CORP. Stock Benefit Plan (formerly
known as the AAR CORP. Amended Stock Option and Incentive Plan, and referred
to herein as the "Plan"). I have examined the Restated Certificate of
Incorporation and By-Laws of the Company, each as heretofore amended, the
Registration Statement, the Plan and such other documents, records and data
as I have deemed necessary or appropriate for the purpose of this opinion.
Based on the foregoing, it is my opinion that when the Registration Statement
relating to the Stock is effective, the Stock, upon issuance thereof in
accordance with the terms of the Plan, will have been legally issued, fully
paid and non-assessable.
I hereby consent to the use of my name in the Prospectus and the filing of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Howard A. Pulsifer
- ----------------------
Howard A. Pulsifer
Vice President, General
Counsel and Secretary
<PAGE>
EXHIBIT 23.1
The Board of Directors
AAR CORP.:
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of AAR CORP. of our report dated June 23, 1999 relating to the
consolidated balance sheets of AAR CORP. and subsidiaries as of May 31, 1999
and 1998, and the related consolidated statements of income, stockholders'
equity, and cash flows for each of the years in the three-year period ended
May 31, 1999, which report appears in the May 31, 1999 annual report on Form
10-K of AAR CORP.
/s/ KPMG LLP
Chicago, Illinois
January 25, 2000
