Aar Corp 8-K, filed Mar 12, 2021
Aar Corp (AIR)
About this 8-K
Aar Corp filed this 8-K on March 12, 2021, reporting on events of March 10, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On August 28, 2020, AAR CORP. (the “Company”) and the members of its Board of Directors (the “Board”) were named as defendants in a putative class action filed in the Court of Chancery of the State of Delaware (the “Court”), captioned Vladimir Gusinsky Revocable Trust v. Anderson et.al., C.A. No. 2020-0714-KSJM (the “Action”) seeking declaratory and injunctive relief regarding the Board’s adoption of a stockholder rights agreement (the “Rights Agreement”) in March 2020. On October 5, 2020, the Board terminated the Rights Agreement after evaluating current market conditions relative to the time of the adoption of the Rights Agreement and receiving objections from a large institutional stockholder regarding the adoption of the Rights Agreement.
On October 8, 2020, the Court approved the dismissal of the Action as moot following the Company’s termination of the Rights Agreement and the joint filing by the Company and the plaintiff, Vladmir Gusinsky Revocable Trust (“Plaintiff”), requesting the Court to dismiss the action as moot, but retain jurisdiction to consider any application for attorneys’ fees and expenses submitted by Plaintiff or its counsel (the “Fee Request”).
On March 10, 2021, the Court granted a Stipulation and Order Closing the Case (the “Order”) in the Action, which resolved the Fee Request for $800,000. The Company agreed to the Fee Request as set forth in the Order to avoid the time and expense of further litigation with respect to the Fee Request. The Order requires that the Company file a copy of the Order as an exhibit to a Current Report on Form 8-K. The Order is filed herewith as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit |
Description | |
| 99.1 | Stipulation and Order, Court of Chancery of the State of Delaware March 10, 2021 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 12, 2021 | ||
| AAR CORP. | ||
| By: | /s/ Sean M. Gillen | |
| Sean M. Gillen | ||
| Vice President and Chief Financial Officer | ||
| (Principal Financial Officer) | ||
Exhibit 99.1
 | GRANTED
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE |
| VLADIMIR GUSINSKY REVOCABLE TRUST, on behalf of itself and all similarly situated holders of AAR CORP., | |
| Plaintiff, | |
| v. | C.A. No. 2020-0714-KSJM |
| ANTHONY K. ANDERSON, MICHAEL R. BOYCE, H. JOHN GILBERTSON, JAMES E. GOODWIN, JOHN M. HOLMES, PATRICK J. KELLY, ROBERT F. LEDUC, DUNCAN J. MCNABB, PETER PACE, DAVID P. STORCH, JENNIFER L. VOGEL, MARC J. WALFISH, RONALD B. WOODARD, AAR CORP., and COMPUTERSHARE TRUST COMPANY, N.A., | |
| Defendants. | |
STIPULATION AND [PROPOSED] ORDER CLOSING THE CASE
WHEREAS, on August 28, 2020, plaintiff Vladimir Gusinsky Revocable Trust (“Plaintiff”) filed a putative class action complaint in the above-captioned action (the “Complaint”) seeking declaratory and injunctive relief concerning the stockholder rights Agreement (the “Rights Agreement”) adopted by the board of directors (the “Board”) of AAR CORP. (“AAR”) on March 30, 2020;
WHEREAS, Plaintiff also filed on August 28, 2020 a Motion for Expedited Discovery and Setting a Prompt Trial Date (the “Expedition Motion”);
WHEREAS, on September 11, 2020, following briefing and argument, the Court granted Plaintiff’s Expedition Motion;
WHEREAS, on October 5, 2020, AAR terminated the Rights Agreement (the “Termination”) and filed a Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”) stating that the “Board decided to take this action after evaluating current market conditions relative to the time of the adoption of the Rights Agreement and receiving objections from a large institutional stockholder regarding the adoption of the Rights Agreement”;
WHEREAS, on October 8, 2020, Plaintiff and Defendants (together, the “Parties”) submitted a [Proposed] Stipulated Order Dismissing the Action as Moot and Retaining Jurisdiction to Determine Plaintiff’s Counsel’s Application for an Award of Attorneys’ Fees & Reimbursement of Expenses (the “Dismissal Order”), which requested that the Court dismiss the above-captioned action (the “Action”) with prejudice as to named Plaintiff and retain jurisdiction over the Action solely for the purpose of determining Plaintiff’s counsel’s application for an award of attorneys’ fees and reimbursement of expenses (“Plaintiff’s Fee Application”);
WHEREAS, on October 13, 2020, the Court granted the Dismissal Order;
WHEREAS, following the granting of the Dismissal Order, Plaintiff conducted discovery regarding whether Plaintiff’s prosecution of the Action was a causal factor in the Termination;
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WHEREAS, defendants AAR, Anthony K. Anderson, Michael R. Boyce, H. John Gilbertson, James E. Goodwin, John M. Holmes, Patrick J. Kelly, Robert F. Leduc, Duncan J. McNabb, Peter Pace, David P. Storch, Jennifer L. Vogel, Marc J. Walfish, and Ronald B. Woodard (collectively, “Defendants”) maintain that the Action was not a causal factor in the Board’s decision to terminate the Rights Agreement;
WHEREAS, while Plaintiff maintains the Action was a factor in the Board’s decision to terminate the Rights Agreement, Plaintiff believes discovery revealed that certain “objections from a large institutional stockholder regarding the adoption of the Rights Agreement” were the primary causal factor in the Termination;
WHEREAS, solely to avoid the time and expense of further litigation with respect to Plaintiff’s Fee Application, Defendants reached an agreement with Plaintiff to resolve Plaintiff’s Fee Application with a payment to Plaintiff’s counsel by or on behalf of AAR of $800,000.00 (the “Mootness Fee”); and
WHEREAS, the Court has not and will not pass judgment on the amount of the Mootness Fee.
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IT IS HEREBY STIPULATED AND AGREED, pursuant to Rules 23(e) and 41(a) of the Rules of the Court of Chancery, subject to the approval of the Court that:
1. Counsel for Defendants shall cause this Stipulation and Order to be filed by AAR in a Form 8-K to be filed with the SEC within five (5) days of the entry of this Stipulation and Order, which Form 8-K will constitute adequate notice to the extent required under Chancery Court Rule 23(e);
2. Upon compliance with Paragraph 1 herein, Defendants shall file an affidavit (the “Affidavit”) with the Court (no later than five (5) days after the Stipulation and Order has been disseminated by AAR in the Form 8-K) stating that Defendants have complied with Paragraph 1 above;
3. Upon the filing of the Affidavit:
| a. | The Register in Chancery is directed to close the Action on the docket for all purposes; and |
| b. | The Court will no longer retain jurisdiction over the Action. |
4. Within fifteen (15) days of the date of the entry of this Stipulation and Order, the Mootness Fee shall be paid by or on behalf of AAR to Plaintiff’s counsel to an account designated by Plaintiff’s counsel.
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| Dated: March 8, 2021 | ||
| OF COUNSEL: | BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP | |
| BERNSTEIN LITOWITZ BERGER & GROSSMAN LLP | /s/ Gregory V. Varallo | |
| Mark Lebovitch | Gregory V. Varallo (#2242) | |
| Thomas G. James | 500 Delaware Avenue, Suite 901 | |
| Jacqueline Ma | Wilmington, DE 19801 | |
| 1251 Avenue of the Americas | (302) 364-3601 | |
| New York, NY 10020 | ||
| (212) 554-1400 | Counsel for Plaintiff | |
| FRIEDMAN OSTER & TEJTEL PLLC | ||
| Jeremy S. Friedman | ||
| David F.E. Tejtel | ||
| 493 Bedford Center Road, Suite 2D | ||
| Bedford Hills, NY 10507 | ||
| (888) 529-1108 | ||
| RM LAW, P.C. | ||
| Richard Maniskas | ||
| 1055 Westlakes Drive, Suite 300 | ||
| Berwyn, PA 19312 | ||
| (484) 324-6800 |
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| RICHARDS, LAYTON & FINGER, P.A. | |
| OF COUNSEL: | /s/ Blake Rohrbacher |
Blake Rohrbacher (#4750) | |
| WINSTON & STRAWN LLP | Alexander M. Krischik (#6286) |
| James P. Smith III | One Rodney Square |
| John E. Schreiber | 920 North King Street |
| John S. Tschirgi | Wilmington, DE 19801 |
| 200 Park Avenue | (302) 651-7700 |
| New York, NY 10166-4193 | |
| (212) 294-6700 | Counsel for Defendants Anthony K. Anderson, Michael R. Boyce, H. John Gilbertson, James E. Goodwin, John M. Holmes, Patrick J. Kelly, Robert F. Leduc, Duncan J. McNabb, Peter Pace, David P. Storch, Jennifer L. Vogel, Marc J. Walfish, Ronald B. Woodard, and AAR Corp. |
APPROVED AND SO ORDERED, this _____ day of March, 2021.
| Kathaleen St. Jude McCormick Vice Chancellor |
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This document constitutes a ruling of the court and should be treated as such.
| Court: | DE Court of Chancery Civil Action |
| Judge: | Kathaleen St Jude McCormick |
| File & Serve | |
| Transaction ID: | 66400980 |
| Current Date: | Mar 10, 2021 |
| Case Number: | 2020-0714-KSJM |
| Case Name: | CONF ORD - Vladimir Gusinsky Revocable Trust v. AAR Corp. |
| Court Authorizer: | Kathaleen St Jude McCormick |
/s/ Judge Kathaleen St Jude McCormick