SEC Form S-8 filed by Aarons Holdings Company Inc.
$AAN
Diversified Commercial Services
Consumer Discretionary
| As filed with the Securities and Exchange Commission on May 16, 2024 | |||||||||||||||||
| Registration No. 333- | |||||||||||||||||
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION | |||||||||||||||||
| WASHINGTON, D.C. 20549 | |||||||||||||||||
| _________________________ | |||||||||||||||||
| FORM S-8 | |||||||||||||||||
| REGISTRATION STATEMENT | |||||||||||||||||
| UNDER | |||||||||||||||||
| THE SECURITIES ACT OF 1933 | |||||||||||||||||
| _________________________ | |||||||||||||||||
| THE AARON’S COMPANY, INC. | |||||||||||||||||
| (Exact name of registrant as specified in its charter) | |||||||||||||||||
Georgia (State or other jurisdiction of incorporation or organization) | 85-2483376 (I.R.S. Employer Identification No.) | ||||||||||||||||
400 Galleria Parkway SE, Suite 300 Atlanta, Georgia 30339-3182 (Address, including zip code, of Principal Executive Offices) | |||||||||||||||||
| _________________________ | |||||||||||||||||
| The Aaron’s Company, Inc. Amended and Restated 2020 Equity and Incentive Plan | |||||||||||||||||
| (Full title of the plan) | |||||||||||||||||
C. Kelly Wall Chief Financial Officer The Aaron’s Company, Inc. 400 Galleria Parkway SE, Suite 300 Atlanta, Georgia 30339-3182 | |||||||||||||||||
| (Names and address of agent for service) | |||||||||||||||||
(678) 402-3000 (Telephone number, including area code, of agent for service) | |||||||||||||||||
| Copy to: | |||||||||||||||||
Joel T. May Jones Day 1221 Peachtree St., NE Suite 400 Atlanta, Georgia 30361 (404) 521-3939 | |||||||||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | |||||||||||||||||
| Large Accelerated Filer ☐ | Accelerated Filer ☒ | ||||||||||||||||
Non-Accelerated Filer ☐ | Smaller Reporting Company ☐ | ||||||||||||||||
| Emerging Growth Company ☐ | |||||||||||||||||
1
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ | |||||||||||||||||
2
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, The Aaron's Company, Inc. (the "Registrant") is filing this Registration Statement on Form S-8 to register an additional 1,527,000 shares of common stock, par value $0.50 per share, of the Registrant ("Common Stock") issuable under The Aaron's Company, Inc. Amended and Restated 2020 Equity and Incentive Plan, which are securities of the same class and relate to the same employee benefit plan as those shares of Common Stock registered on the Registrant’s registration statements on Form S-8 previously filed with the Securities and Exchange Commission (the "Commission") on August 25, 2021 (Registration No. 333-259062) and November 19, 2020 (Registration No. 333-250900), all of which are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| Exhibit Number | DESCRIPTION OF EXHIBIT | |||||||
| *Filed herewith. | ||||||||
1
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 Atlanta, State of Georgia, on May 16, 2024.
| THE AARON’S COMPANY, INC. | ||
By: /s/ C. Kelly Wall Name: C. Kelly Wall Title: Chief Financial Officer | ||
POWER OF ATTORNEY
Each of the undersigned officers and directors of The Aaron’s Company, Inc. hereby constitutes and appoints Douglas A. Lindsay and C. Kelly Wall as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in his or her name and on his or her behalf, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power of authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done.
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 | ||||||
/s/ Douglas A. Lindsay Douglas A. Lindsay | Chief Executive Officer and Director (Principal Executive Officer) | May 16, 2024 | ||||||
/s/ C. Kelly Wall C. Kelly Wall | Chief Financial Officer (Principal Financial Officer) | May 16, 2024 | ||||||
/s/ Douglass L. Noe Douglass L. Noe | Vice President and Corporate Controller (Principal Accounting Officer) | May 16, 2024 | ||||||
/s/ Wangdali C. Bacdayan Wangdali C. Bacdayan | Director | May 16, 2024 | ||||||
/s/ Laura N. Bailey Laura N. Bailey | Director | May 16, 2024 | ||||||
/s/ Kelly H. Barrett Kelly H. Barrett | Director | May 16, 2024 | ||||||
/s/ Walter G. Ehmer Walter G. Ehmer | Director | May 16, 2024 | ||||||
/s/ Hubert L. Harris, Jr. Hubert L. Harris, Jr. | Director | May 16, 2024 | ||||||
/s/ Timothy A. Johnson Timothy A. Johnson | Director | May 16, 2024 | ||||||
/s/ Kristine K. Malkoski Kristine K. Malkoski | Director | May 16, 2024 | ||||||
/s/ Marvonia P. Moore Marvonia P. Moore | Director | May 16, 2024 | ||||||
/s/ John W. Robinson III John W. Robinson III | Director | May 16, 2024 | ||||||