UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AAON, Inc.
(Exact name of registrant as specified in its charter)
Nevada 87-00448736
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization
2425 South Yukon, Tulsa, Oklahoma 74107
(Address of principal executive offices)
AAON, Inc. 2007 Long-Term Incentive Plan
(Full title of the plan)
Kenneth E. Dornblaser
Johnson, Jones, Dornblaser, Coffman & Shorb
2200 Bank of America Center
15 W. Sixth Street
Tulsa, Oklahoma 74119
(Name and address of agent for service)
(918) 584-6644
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.
Large accelerated filer Accelerated filer X
----- -----
Non-accelerated filer Smaller reporting company
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CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering Amount of
be registered registered share (1) price registration fee
---------- ----------- ------------------- ------------------- ----------------
Common stock, $.004 500,000 shares (2) $19.85 $9,925,000 $390.05
par value
----------------------
(1) Estimated solely for the purpose of calculating the amount of registration
fee, in accordance with Rule 457(h) of the Securities Act of 1933, as amended,
on the basis of the average of the high and low sales prices of the common stock
on Nasdaq on June 19, 2008.
(2) Includes, pursuant to Rule 416 under the Securities Act of 1933, as amended,
an indeterminable number of additional shares of common stock which may become
issuable under the Plan as a result of any future anti-dilution adjustment in
accordance with the terms of the Plan or upon a stock split, stock dividend or
similar transaction.
(1)
EXPLANATORY NOTE
On March 13, 2007, the Board of Directors of the Registrant approved
the adoption of the AAON, Inc. 2007 Long-Term Incentive Plan (the "Plan")
subject to the approval of the shareholders of the Registrant. The shareholders
of the Registrant subsequently approved the Plan at the annual meeting of
shareholders on May 22, 2007. The purpose of this Registration Statement on Form
S-8 is to register with the Securities and Exchange Commission (the
"Commission") 500,000 shares of the Registrant's common stock, par value $.004
per share (the "Common Stock") which may be issued by the Registrant upon
exercise of options or other awards granted or made pursuant to the terms of the
Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to each recipient of an award under the Registrant's 2007
Long-Term Incentive Plan as specified in Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended. In accordance with the instructions to Part
I of Form S-8, such documents will not be filed as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
promulgated under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
This Registration Statement incorporates herein by reference the
following documents which have been filed with the Commission by the Registrant:
(1) The Registrant's Annual Report on Form 10-K, for the year ended
December 31, 2007, filed March 12, 2008 (Commission File No.
000-18953);
(2) Quarterly Report on Form 10-Q for the periods ended
March 31, 2008 filed with the Commission on May 8, 2008 (Commission
File No. 000-18953);
(3) The description of the Registrant's common stock which is
contained under the caption "Description of Securities", in the
Registrant's Registration Statement on Form S-1 (Commission File No.
33-31405) as filed with the Commission on May 29, 1990, as such
description was amended by Exhibit 1 to the Registrant's Form 8-K filed
with the Commission on March 24, 1994.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the initial filing of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which de-registers all securities remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents.
(2)
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any document which is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part hereof.
Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
John B. Johnson, Jr., a shareholder and founding member of the law firm
of Johnson, Jones, Dornblaser, Coffman & Shorb, P.C., which passed upon the
legality of the securities which may be issued under the Plan, is a member of
the Board of Directors and Secretary of the Registrant. Members of the law firm
of Johnson, Jones, Dornblaser, Coffman & Shorb, P.C. beneficially own less than
1% of the issued and outstanding common stock of the Registrant as of June 6,
2008.
Item 6. Indemnification of Directors and Officers
The Registrant's Articles of Incorporation provide that the
Registrant's shall indemnify its directors to the fullest extent permitted by
Nevada law. Further, the Registrant's Articles of Incorporation provide that the
Registrant may, by specific action of its Board of Directors, indemnify any or
all other persons allowed to be indemnified under Nevada law. The Registrant's
Articles of Incorporation further provided that no director shall be personally
liable to the Registrant or its stockholders for damages for breach of fiduciary
duty as a director or officer, except for liability for (a) acts of omissions
which involve intentional misconduct, fraud or a knowing violation of law, or
(b) the payment of distributions in violation of Section 78.300 of the Nevada
Revised Statutes. Moreover, the provisions would apply to claims against a
director for violations of certain laws, including federal securities laws. In
addition, the Registrant may enter into indemnification agreements with its
directors and officers. These provisions and agreements may have the practical
effect in certain cases of eliminating the ability of stockholders to collect
monetary damages from directors and officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Number Document Description
------ --------------------
4 AAON, Inc. 2007 Long-Term Incentive Plan
5 Opinion of Johnson, Jones, Dornblaser, Coffman & Shorb, P.C.
23.1 Consent of Grant Thornton LLP
23.2 Consent of Johnson, Jones, Dornblaser, Coffman & Shorb, P.C.
(contained in Exhibit 5).
(3)
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(4)
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(5)
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 the City of Tulsa, State of Oklahoma, on June 24, 2008.
AAON, Inc.
By: /s/ Norman H. Asbjornson
----------------------------------
Norman H. Asbjornson, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
President and Chief Executive June 24, 2008
/s/ Norman H. Asbjornson Officer and Director
------------------------------ (Principal Executive Officer)
Norman H. Asbjornson
Vice President Finance June 24, 2008
/s/ Kathy I. Sheffield (Principal Financial Officer
------------------------------ and Principal Accounting Officer)
Kathy I. Sheffield
/s/ John B. Johnson, Jr. Director June 24, 2008
------------------------------
John B. Johnson, Jr.
/s/ Charles C. Stephenson, Jr. Director June 24, 2008
------------------------------
Charles C. Stephenson, Jr.
/s/ Jack E. Short Director June 24, 2008
-----------------------------
Jack E. Short
/s/ Paul K.Lackey, Jr. Director June 24, 2008
-----------------------------
Paul K.Lackey, Jr.
/s/ A. H. McElroy II Director June 24, 2008
-----------------------------
A. H. McElroy II
/s/ Jerry Levine Director June 24, 2008
-----------------------------
Jerry Levine
(6)
Exhibit Index
Exhibit
Number Description
------- -----------
4 AAON, Inc. 2007 Long-Term Incentive Plan
5 Opinion of Johnson, Jones, Dornblaser, Coffman & Shorb, P.C.
23.1 Consent of Grant Thornton LLP
23.2 Consent of Johnson, Jones, Dornblaser, Coffman & Shorb, P.C.
(contained in Exhibit 5)
(7)