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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/08/22 AeroVironment Inc. S-3ASR 9/08/22 6:1.2M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: S-3ASR Automatic Shelf Registration Statement by a HTML 486K Well-Known Issuer 2: EX-1.2 Underwriting Agreement or Conflict Minerals Report HTML 232K 3: EX-4.4 Instrument Defining the Rights of Security Holders HTML 433K 4: EX-5.1 Opinion of Counsel re: Legality HTML 41K 5: EX-23.1 Consent of Expert or Counsel HTML 5K 6: EX-FILING FEES Filing Fees HTML 56K
tm2225133-1_s3asr - none - 6.7343829s |
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Delaware
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95-2705790
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification Number)
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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| | | | | S-1 | | | |
| | | | | S-2 | | | |
| | | | | S-4 | | | |
| | | | | S-7 | | | |
| | | | | S-8 | | | |
| | | | | S-11 | | | |
| | | | | S-12 | | | |
| | | | | S-14 | | | |
| | | | | S-14 | | | |
| | | | | S-14 | | | |
| | | | | S-14 | | |
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Common stock offered by us
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| | Shares of our common stock having an aggregate offering price of up to $200,000,000. | |
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Common stock to be outstanding immediately after this offering
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| | Up to 27,193,795 shares, assuming the sale of up to 2,279,462 shares hereunder (based on a price of $87.74 per share, the closing price per share on The Nasdaq Global Select Market (“Nasdaq”) on September 6, 2022). Actual shares issued will vary depending on the sales prices under this offering. | |
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Plan of Distribution
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| | Sales of shares in this offering, if any, may be made by means that are deemed to be “at the market offerings” as defined in Rule 415(a)(4) under the Securities Act, on Nasdaq or other existing trading market for our common stock. Sales of shares will be made to or through our sales agent, Jefferies LLC. See “Plan of Distribution” on page S-13 of this prospectus supplement. | |
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Use of Proceeds
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| | Our management will retain broad discretion regarding the allocation and use of the net proceeds. We currently intend to use the net proceeds from this offering for general corporate purposes, including the development and commercialization of our products, research and development, general and administrative expenses, license or technology acquisitions, repaying debt and working capital and capital expenditures. We may also use a portion of the remaining net proceeds, if any, to acquire or invest in complementary businesses, products and technologies, although we have no current commitments or agreements with respect to any acquisitions as of the date hereof. See “Use of Proceeds” on page S-12 of this prospectus supplement. | |
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Risk Factors
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| | Investing in our common stock involves risks. See “Risk Factors” beginning on page S-9 of this prospectus supplement and the other risks identified in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock. | |
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Nasdaq Global Select Market Symbol
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| | “AVAV” | |
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SEC registration fee
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| | | $ | * | | |
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Printing fees
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Trustee fees
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Rating Agency fees
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Legal fees and expenses
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Accounting fees and expenses
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Miscellaneous expenses
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| Total | | | | | ** | | |
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Exhibit
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Filed
Herewith |
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Exhibit Description
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Form
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File No.
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Exhibit
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Filing Date
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| 1.1* | | | Form of Underwriting Agreement | | | | | | | | | | | | | | | | |
| 1.2 | | | Open Market Sale AgreementSM, dated as of September 8, 2022, by and between the registrant and Jefferies LLC | | | | | | | | | | | | | | |
X
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| 3.1 | | | | |
10-Q
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3.1
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3/9/2007
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| 3.2 | | | | |
8-K
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3.1
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2/25/2022
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| 4.1 | | | | |
S-1
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4.1
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12/11/2006
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| 4.2* | | | Form of Certificate Representing Preferred Stock | | | | | | | | | | | | | | | | |
| 4.3* | | | Form of Certificate of Designations for Preferred Stock | | | | | | | | | | | | | | | | |
| 4.4 | | | | | | | | | | | | | | | | |
X
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| 4.5* | | | Form of Senior Debt Security | | | | | | | | | | | | | | | | |
| 4.6* | | | Form of Subordinated Debt Security | | | | | | | | | | | | | | | | |
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Exhibit
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Filed
Herewith |
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Exhibit Description
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Form
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File No.
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Exhibit
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Filing Date
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| 4.7* | | | Form of Warrant Agreement (including form of Warrant) | | | | | | | | | | | | | | | | |
| 5.1 | | | | | | | | | | | | | | | | |
X
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| 23.1 | | | | | | | | | | | | | | | | |
X
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| 23.2 | | | | | | | | | | | | | | | | |
X
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| 24.1 | | | | | | | | | | | | | | | | |
X
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| 25.1** | | | Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act of 1939, as amended | | | | | | | | | | | | | | | | |
| 107 | | | | | | | | | | | | | | | | |
X
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Name
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Title
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Date
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/s/ Whaid Nawabi
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Chairman of the Board, President, and
Chief Executive Officer (Principal Executive Officer) |
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Senior Vice President and Chief
Financial Officer (Principal Financial Officer) |
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/s/ Brian Shackley
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Vice President and Controller (Principal Accounting Officer)
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Director
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/s/ Charles Holland
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Director
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/s/ Cindy K. Lewis
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Director
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Name
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Title
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Date
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Director
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/s/ Edward R. Muller
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Director
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/s/ Stephen F. Page
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Director
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This ‘S-3ASR’ Filing | Date | Other Filings | ||
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Filed on / Effective on: | 9/8/22 | 10-Q | ||
9/6/22 | 4/A, DEFA14A | |||
8/31/22 | ||||
7/30/22 | 10-Q | |||
6/29/22 | 10-K, 4 | |||
4/30/22 | 10-K | |||
4/30/21 | 10-K, 4, 8-K/A | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/08/22 AeroVironment Inc. 10-Q 7/30/22 102:10M Toppan Merrill Bridge/FA 9/06/22 AeroVironment Inc. DEFA14A 1:47K Toppan Merrill/FA 8/08/22 AeroVironment Inc. DEF 14A 9/23/22 1:3.7M Toppan Merrill/FA 7/29/22 AeroVironment Inc. 8-K:5 7/25/22 10:184K Toppan Merrill/FA 6/29/22 AeroVironment Inc. 10-K 4/30/22 135:20M Toppan Merrill Bridge/FA 3/03/22 AeroVironment Inc. 8-K:5,9 2/25/22 11:325K Toppan Merrill/FA 3/09/07 AeroVironment Inc. 10-Q 1/27/07 7:421K Bowne of Los Ang… Inc/FA 1/18/07 AeroVironment Inc. 8-A12B 1:11K RR Donnelley 12/11/06 AeroVironment Inc. S-1/A¶ 5:2.2M RR Donnelley |