As filed with the Securities and Exchange Commission on March 17, 1997
Registration No. 33 - 78520
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------
Post Effective Amendment Number 1 to
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AAON, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 87-0448736
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
2425 South Yukon, Tulsa, Oklahoma 74107
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(Address of Principal Executive Offices) (Zip Code)
AAON, Inc. 1992 Stock Option Plan, as amended
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(Full title of the plan)
John B. Johnson, Jr., 900 Petroleum Club Building
601 South Boulder, Tulsa, Oklahoma 74119
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(Name and address of agent for service)
(918) 584-6644
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(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
- ----------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount to offering aggregate Amount of
to be be price per offering registration
registered registered share(1) price fee
- ----------- ----------- ----------- ---------- ------------
Common Stock, 1,000,000(2) $7.188 $7,188,000 $860.38(2)
$.004 par
value
- ----------------------------
(1) Estimated solely for the purpose of calculating the amount
of the registration fee, pursuant to Rules 457(c) and 457(h) of
the Securities Act of 1933, on the basis of the last sale
reported for shares of common stock on March 11, 1997.
(2) The 1,000,000 shares of common stock being registered
represent the maximum number of shares which, it is anticipated,
will be available for issuance by the Plan in the event the
number of shares covered by the Plan is increased from 605,000 to
1,000,000 pursuant to a vote of the Registrant's stockholders at
the annual meeting to be held May 29, 1997. In accordance with
General Instruction G to Form S-8, the filing fee paid herewith
relates only to the additional 395,000 shares of common stock
being registered pursuant to this Post Effective Amendment Number 1.
Page 1 of 12
Exhibit Index on Page 4
<PAGE 2>
INCORPORATION BY REFERENCE
In accordance with General Instruction E to Form S-8, the
contents of the Registration Statement filed by AAON, Inc. (the
"Company") under Registration Number 33-78520 with respect to the
securities offered pursuant to the Company's 1992 Stock Option
Plan, as amended (the "Plan"), are hereby incorporated by
reference herein, and the opinions and consents listed below are
annexed hereto:
Exhibit Number Description
4 AAON, Inc. 1992 Stock Option Plan, as amended
5 Opinion and consent of Johnson, Allen, Jones &
Dornblaser, Inc., counsel for the Registrant
24.1 Consent of independent accountants
24.2 Consent of counsel (See Exhibit 5)
<PAGE 3>
SIGNATURES
The Registrant. 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 the City of Tulsa,
State of Oklahoma, on March 11, 1997.
AAON, INC.
By: /s/ Norman H. Asbjornson
-------------------------
Norman H. Asbjornson, President
Pursuant to the requirements of Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities and on the date indicated:
Signature Title Date
/s/ Norman H. Asbjornson President and Director March 11,1997
- ------------------------
Norman H. Asbjornson
/s/ William A. Bowen Vice President-Finance March 11,1997
- ------------------------ and Director
William A. Bowen (principal financial
and accounting officer)
/s/ John B. Johnson, Jr. Director March 11,1997
- ------------------------
John B. Johnson, Jr.
/s/ Richard E. Minshall Director March 11,1997
- ------------------------
Richard E. Minshall
<PAGE 4>
EXHIBIT INDEX
Exhibit
Number Description Page
4 AAON, Inc. 1992 Stock Option Plan, as amended 5
5 Opinion and consent of Johnson, Allen, Jones & 11
Dornblaser, Inc., counsel for the Registrant
24.1 Consent of independent accountants 12
24.2 Consent of counsel See Exhibit 5
<PAGE 5>
Exhibit 4
AAON, INC.
1992 STOCK OPTION PLAN
-----------------------
(as amended through March 6, 1997)
Preamble
A. AAON, Inc., a Nevada corporation (the "Company"),
originally adopted the 1992 Stock Option Plan (the "Plan")
allowing the Company to issue and sell a total of 1,100,000
shares of its $.001 par value common stock. In September, 1993,
the Company declared a 1-for-4 reverse stock split, thereby
resulting in 275,000 shares of the Company's $.004 par value
common stock (the "Common Stock") being covered by the Plan. In
May, 1994, the Plan was amended to increase to 550,000 shares the
number of shares authorized under the Plan. In March, 1995, the
Company declared a 10% stock dividend, thereby resulting in the
current 605,000 shares of the Company's $.004 par value stock
being subject to the Plan.
B. On March 6, 1997, the Board of Directors of the Company
(the "Board") approved further amendments to the Plan, which
amendments (i) increase the number of shares of Common Stock
subject to the Plan from 605,000 to 1,000,000; and (ii) make the
Plan consistent with recently adopted amendments to Rule 16b-3
issued by the Securities and Exchange Commission under the
Securities Exchange Act, resulting in the deletion of any
references in the Plan to distinctions between options granted
exclusively to directors (the so-called "Plan A Options") and all
other options (the so-called "Plan B Options"), which amendments
are subject to approval of the shareholders at their annual
meeting on May 29, 1997.
C. As amended, the terms of the Plan are as set forth
below.
1. Purpose.
The purpose of this Plan is to enable the Company and
its stockholders to secure the benefits of common stock
ownership, or increased ownership, by key personnel of the
Company and its subsidiaries. The Board believes that the
granting of options under the Plan will foster the Company's
ability to attract, retain and motivate those individuals who
will be largely responsible for the continued profitability and
long-term future growth of the Company.
2. Shares Subject to the Plan.
The Company may issue and sell a total of 1,000,000
shares of its Common Stock pursuant to the Plan. Such shares may
be either authorized and unissued or held by the Company in its
treasury. New options may be granted under the Plan with respect
to shares of Common Stock which are covered by the unexercised
portion of an option which has terminated or expired.
3. Grant of Options.
Options may be granted under the Plan to present or
future key employees of the Company or a subsidiary of the
Company (a "Subsidiary") within the meaning of Section 425(f) of
the Internal Revenue Code of 1986, as amended (the "Code"), and
to directors, including non-employee directors of the Company.
Subject to the provisions of the Plan, the Committee (defined in
paragraph 4 below) shall from time to time select the key
personnel of the Company and its Subsidiaries to whom options
under the Plan will be granted, and shall fix the number of
shares covered by each such option and establish the terms and
conditions thereof (including, without limitation, exercise price
and restrictions on exercisability of the option or on the shares
of Common Stock issued upon exercise thereof and whether or not
the option is to be treated as an incentive stock option within
the meaning of Section 422 of the Code (an "Incentive Stock
Option").
<PAGE 6>
4. Administration.
The Plan will be administered by a committee (the
"Committee") consisting of at least two directors appointed by
and serving at the pleasure of the Board. The Committee members
appointed effective March 6, 1997, are Richard E. Minshall,
Anthony Pantaleoni and John B. Johnson, Jr., none of whom is an
employee of the Company.
Subject to the provisions of the Plan, the Committee,
acting in its sole and absolute discretion, shall have full power
and authority to grant options under the Plan, to interpret the
provisions of the Plan and option agreements made under the Plan,
to supervise the administration of the Plan, and to take such
other action as may be necessary or desirable in order to carry
out the provisions of the Plan. A majority of the members of the
Committee shall constitute a quorum. The Committee may act by
the vote of a majority of its members present at a meeting at
which there is a quorum or by unanimous written consent. The
decision of the Committee as to any disputed question, including
questions of construction, interpretation and administration,
shall be final and conclusive on all persons. The Committee
shall keep a record of its proceedings and acts and shall keep or
cause to be kept such books and records as may be necessary in
connection with the proper administration of the Plan.
No member of the Committee shall be personally liable
by reason of any contract or other instrument executed by him or
on his behalf in his capacity as a member of the Committee or for
any mistake of judgment made in good faith, and the Company shall
indemnify and hold harmless each member of the Committee and each
other officer, employee or director of the Company to whom any
duty or power relating to the administration or interpretation of
the Plan has been delegated, against any cost or expense
(including reasonable counsel fees) or liability (including any
sum paid in settlement of a claim with the approval of the
Committee) arising out of any act or failure to act in connection
with the Plan, unless arising out of such person's own fraud or
bad faith.
The Committee may seek and rely on the advice of
accountants, legal counsel and other professionals as it deems
necessary or advisable for the operation and administration of
the Plan. The fees of any such professionals shall be borne by
the Company.
Notwithstanding the authority delegated above to the
Committee, any action which may be taken by the Committee with
respect to the administration of the Plan, including the granting
of any option thereunder, may also be taken by the Board of
Directors, and each reference to actions taken or authority
exercised by the Committee hereunder shall be deemed to include
actions which may be taken or authority which may be exercised by
the Board.
<PAGE 7>
5. Terms and Conditions of Options.
Each option granted under the Plan shall be evidenced
by a written agreement in a form approved by the Committee. Each
such option shall be subject to the terms and conditions set
forth in this paragraph and such additional terms and conditions
not inconsistent with the Plan (and, in the case of an Incentive
Stock Option, not inconsistent with the provisions of the Code
applicable thereto) as the Committee deems appropriate.
a. Option Price. In the case of an option which is not
treated as an Incentive Stock Option, the purchase
price per share shall not be less than 85% of the fair
market value of a share of Common Stock on the date the
option is granted; and, in the case of an Incentive
Stock Option, the purchase price per share shall not be
less than 100% of the fair market value of a share of
Common Stock on the date the option is granted [110% in
the case of an optionee who, at the time the option is
granted, owns stock possessing more than 10% of the
total combined voting power of all classes of stock of
the Company or a Subsidiary (a "ten percent
shareholder")]. For purposes hereof, the fair market
value of a share of Common Stock on any date shall be
equal to the closing sale price per share as published
by a national securities exchange on which shares of
the Common Stock are traded on such date or, if there
is no sale of Common Stock on such date, the average of
the bid and asked prices on such exchange at the
closing of trading on such date or, if shares of the
Common Stock are not listed on a national securities
exchange on such date, the average of the bid and asked
prices in the over the counter market at the close of
trading on such date, or, if the Common Stock is not
traded on a national securities exchange or the over
the counter market, the fair market value of a share of
the Common Stock on such date as determined in good
faith by the Committee.
b. Option Period. The period during which an option may
be exercised shall be fixed by the Committee and shall
not exceed ten years from the date the option is
granted (five years in the case of an Incentive Stock
Option granted to a "ten percent shareholder").
c. Exercise of Options. No option shall be exercisable
unless the person to whom the option was granted
remains in the continuous employ or service of the
Company or a Subsidiary for at least one year from the
date the option is granted. Subject to earlier
termination of the option as provided herein, unless
the Committee determines otherwise, the option will
become exercisable in accordance with the following
schedule based upon the number of full years of the
optionee's continuous employment or service with the
Company or a Subsidiary following the date of grant:
Full Years of Incremental Cumulative
Continuous Percentage of Percentage of
Employment Option Option
Service Exercisable Exercisable
------------- -------------- -------------
Less than 1 0% 0%
1 20% 20%
2 20% 40%
3 20% 60%
4 20% 80%
5 or more 20% 100%
<PAGE 8>
All or part of the exercisable portion of an option may
be exercised at any time during the option period,
except that, without the consent of the Committee, no
partial exercise of an option shall be for less than
100 shares. An option may be exercised by transmitting
to the Company: (1) a written notice specifying the
number of shares to be purchased; and (2) payment in
full of the purchase price (or, if applicable, delivery
of a secured obligation therefor), together with the
amount, if any, deemed necessary by the Committee to
enable the Company to satisfy its income tax
withholding obligations with respect to such exercise
(unless other arrangements acceptable to the Committee
are made with respect to the satisfaction of such
withholding obligations).
d. Payment of Option Price. The purchase price of shares
of Common Stock acquired pursuant to the exercise of an
option granted under the Plan shall be payable in cash
and/or such other form of payment as may be permitted
under the option agreement, including, without
limitation, previously-owned shares of Common Stock.
The Committee may permit the payment of all or a
portion of the purchase price in installments (together
with interest) over a period of not more than five
years.
e. Rights as a Stockholder. No shares of Common Stock
shall be issued in respect of the exercise of an option
granted under the Plan until full payment therefor has
been made (and/or provided for where all or a portion
of the purchase price is being paid in installments).
Upon receipt of full payment, the Company shall notify
its Transfer Agent and the Transfer Agent shall, on
behalf of the Company, prepare a certificate or
certificates representing such shares acquired pursuant
to exercise of the option, shall register the holder of
the option as the owner of such shares on the books of
the Company and shall cause the fully executed
certificate(s) representing such shares to be delivered
to the holder as soon as practicable after payment of
the option price in full. The holder of an option
shall have no rights as a stockholder with respect to
any shares covered by an option until the date a stock
certificate for such shares is issued to him or her.
Except as otherwise provided herein, no adjustments
shall be made for dividends or distributions of other
rights for which the record date is prior to the date
such stock certificate is issued.
f. Transferability of Options. No option granted under
the Plan shall be assignable or transferable except by
will and/or by the laws of descent and distribution;
and each such option shall be exercisable during the
optionee's lifetime only by him or her.
g. Termination of Employment or Other Service. If an
optionee ceases to be employed by or to perform
services for the Company or any Subsidiary for any
reason other than death or disability (defined below),
then each outstanding option granted to him or her
under the Plan shall terminate on the date three months
after the date of such termination of service (or, if
earlier, the date specified in the option agreement).
If an optionee's employment or service is terminated by
reason of the optionee's death or disability (or if the
optionee's employment or service is terminated by
reason of his or her disability and the optionee dies
within one year after such termination of employment or
service), then each outstanding option granted to the
optionee under the Plan shall terminate on the date one
year after the date of such termination of employment
or service (or one year after the later death of a
disabled optionee) or, if earlier, the date specified
in the option agreement. For purposes hereof, the term
"disability" shall mean the inability of an optionee to
perform the customary duties of his or her employment
or other service for the Company or a Subsidiary by
reason of a physical or mental incapacity which is
expected to result in death or be of indefinite
duration.
<PAGE 9>
h. Incentive Stock Options. In the case of an Incentive
Stock Option granted under the Plan, at the time the
option is granted, the aggregate fair market value
(determined at the time of grant) of the shares of
Common Stock with respect to which Incentive Stock
Options are exercisable for the first time by the
optionee during any calendar year shall not exceed
$100,000.
i. Changes in Capital Stock. In the event of a stock
dividend or in the event that the outstanding shares of
the Common Stock shall be changed into or exchanged for
a different number or kind of shares of stock or other
securities of the Company or of another corporation,
whether through reorganization, recapitalization, stock
split-up, combination of shares, sale of assets, merger
or consolidation in which the Company is the surviving
corporation, then appropriate adjustments will be made
to the number, nature and/or purchase price of the
shares which may be issued under the Plan or purchased
under an outstanding option. Upon the dissolution or
liquidation of the Company, or upon a reorganization,
merger or consolidation of the Company as a result of
which the outstanding securities of the class then
subject to options hereunder are changed into or
exchanged for cash or property or securities not of the
Company's issue, the Plan shall terminate and all
options theretofore granted hereunder shall terminate,
unless provision is made for the assumption of such
options or the substitution for such options with
options covering the stock of a successor employer
corporation, or a parent or a subsidiary thereof, with
appropriate adjustments as to the number and kind of
shares and prices. If the unexercised options shall
terminate pursuant to the foregoing sentence, all
persons entitled to exercise any unexercised portions
of options then outstanding shall have the right,
within a reasonable period of time prior to the
consummation of the transaction causing such
termination, to exercise (or, in the sole discretion of
the Board, to receive other consideration for) the
unexercised portions of their options, including, if
the Board so determines, the portions thereof which
would, but for this paragraph, not yet be exercisable.
j. Other Provisions. The Board may impose such other
conditions with respect to the exercise of options,
including, without limitation, any condition relating
to the application of federal or state securities laws,
as it may deem necessary or advisable.
k. Legend on Certificates. The certificates representing
shares acquired upon exercise of options shall carry
such appropriate legend, and such written instructions
shall be given to the Company's Transfer Agent, as may
be deemed necessary or advisable by counsel to the
Company in order to comply with the federal or any
state securities laws.
6. Amendment and Termination of the Plan.
The Board may amend or terminate the Plan. Except as
otherwise provided in the Plan with respect to equity changes,
any amendment which would increase the aggregate number of shares
of Common Stock as to which options may be granted under the
Plan, materially increase the benefits under the Plan, or modify
the class of persons eligible to receive options under the Plan
shall be subject to the approval of the holders of a majority of
the Common Stock issued and outstanding. No amendment or
termination may adversely affect any outstanding option without
the written consent of the optionee.
<PAGE 10>
7. No Rights Conferred.
Nothing contained herein will be deemed to give any
individual any right to receive an option under the Plan or to be
retained in the employ or service of the Company or any
Subsidiary.
8. Governing Law.
The Plan and each option agreement shall be governed by
the laws of the State of Nevada.
9. Term of the Plan.
The Plan shall be effective as of March 11, 1992, the
date on which it was originally adopted by the Board. The Plan
will terminate on March 11, 2002, unless sooner terminated by the
Board. The rights of optionees under the options outstanding at
the time of the termination of the Plan shall not be affected
solely by reason of the termination and shall continue in
accordance with the terms of the option as then in effect or
thereafter amended.
<PAGE 11>
Exhibit 5
March 11, 1997
AAON, Inc.
2425 South Yukon
Tulsa, Oklahoma 74107
RE: Form S-8 Registration Statement - Common Stock
Ladies and Gentlemen:
We have acted as counsel to AAON, Inc., a Nevada corporation
(the "Company") in connection with its Post Effective Amendment
Number 1 to Registration Statement on Form S-8 (the "Registration
Statement") filed under the Securities Act of 1933, as amended,
relating to the registration of up to 1,000,000 shares of the
Company's Common Stock, $.004 par value (the "Shares") issuable
pursuant to the AAON, Inc. 1992 Stock Option Plan, as amended.
In that connection, we have examined such documents,
corporate records and other instruments as we have deemed
necessary or appropriate for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly organized and is validly
existing under the laws of the State of Nevada.
2. The Shares, when issued and sold in accordance with the
Plan, will be validly issued, fully paid and nonassessable and
will not be issued in violation of any preemptive rights of any
shareholder of Registrant.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement and to the reference to our firm
therein.
Very truly yours,
/s/ Kenneth E. Dornblaser
--------------------------
Kenneth E. Dornblaser
For The Firm
KED/ddw
<PAGE 12>
Exhibit 24.1
CONSENT OF INDEPENDENT AUDITORS
As independent public accountants, we hereby consent to the
incorporation by reference in this Post Effective Amendment
Number 1 to Registration Statement (Form S-8) and related
prospectus incorporated by reference pertaining to the AAON, Inc.
1992 Stock Option Plan, as amended, of our report dated February
7, 1997, with respect to the consolidated financial statements of
AAON, Inc. and subsidiaries included in its Annual Report (Form
10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
ARTHUR ANDERSEN LLP
Tulsa, Oklahoma
March 11, 1997
