AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 1996
REGISTRATION NO. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AVIATION SALES COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 65-0665658
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6905 NW 25TH STREET, MIAMI, FLORIDA 33122
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(Address of Principal Executive Offices) (Zip Code)
1996 DIRECTORS STOCK OPTION PLAN
1996 STOCK OPTION PLAN
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(Full Title of the Plans)
DALE S. BAKER, PRESIDENT
AVIATION SALES COMPANY
6905 NW 25TH STREET
MIAMI, FLORIDA 33122
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(Name and address of agent for service)
(305) 592-4055
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(Telephone number, including area code, of agent for service)
COPIES OF ALL COMMUNICATIONS TO:
STEPHEN K. RODDENBERRY
PHILIP B. SCHWARTZ
AKERMAN, SENTERFITT & EIDSON, P.A.
SUNTRUST INTERNATIONAL CENTER
ONE S.E. 3RD AVENUE, 28TH FLOOR
MIAMI, FLORIDA 33131-1704
(305) 374-5600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF AMOUNT TO PROPOSED MAXIMUM AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED (3) OFFERING PRICE PER SHARE PRICE (4) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Stock Options, each to purchase
one share of Common Stock, par
value $.001 per share (1) 800,000 options -- -- --
Common Stock, par value $.001
per share (2) 800,000 shares $19.00 (4) $15,200,000 $5,241.38
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</TABLE>
(1) Includes stock options granted and/or to be granted pursuant to the
Registrant's 1996 Director Stock Option Plan and/or the Registrant's
1996 Stock Option Plan.
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(2) Represents shares issuable upon the exercise of options granted and/or
to be granted under the Registrant's 1996 Director Stock Option Plan
and/or the Registrant's 1996 Stock Option Plan.
(3) This Registration Statement also covers an indeterminate amount of
securities to be offered or sold as a result of any adjustments
from stock splits, stock dividends or similar events.
(4) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
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INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant under the Securities
Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act
of 1934 (the "Exchange Act") are hereby incorporated by reference into this
Registration Statement on Form S-8:
a. The Prospectus, dated June 26, 1996, contained in the
Registration Statement on Form S-1, declared effective by the Securities and
Exchange Commission (the "Commission") on June 26, 1996 (File No. 333-3650).
b. The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission on
May 28, 1996, and any amendment or report filed with the Commission for the
purpose of updating such description, under the Exchange Act.
In addition, all documents filed by the Registrant with the Commission
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the termination of the offering
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of the filing of such document with the
Commission.
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation of the Registrant provides for the
indemnification of directors and officers of the Registrant to the fullest
extent permitted by Section 145 of the Delaware General Corporation Law, as the
same may be amended or supplemented. The Certificate of Incorporation further
provides that the indemnification provided for therein shall not be exclusive of
any rights to which those indemnified may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors, or otherwise.
The Certificate of Incorporation also contains a provision that
eliminates the personal liability of the Registrant's directors to the
Registrant or its shareholders for monetary damages for breach of fiduciary duty
as a director. The provision does not limit a director's liability for (i)
breaches of duty of loyalty to the Registrant or its shareholders, (ii) acts or
omissions not in good faith, involving intentional misconduct or involving
knowing violations of law, (iii) the payment of unlawful dividends or unlawful
stock repurchases or redemptions under Section 174 of the Delaware General
Corporation Law, or (iv) transactions in which the director receives an improper
personal benefit. Depending on judicial interpretation, the provision may not
affect liability for violations of the federal securities laws.
Insofar as indemnification for liabilities arising under the Securities
Act, as amended, may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act, as amended, and is therefore
unenforceable.
EXHIBITS.
The exhibits filed as part of this Registration Statement are as
follows:
EXHIBIT
NUMBER
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5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.,
as to the legality of the securities being
offered hereunder
3
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10.1 -- Aviation Sales Company 1996 Director Stock
Option Plan (incorporated by reference to
Exhibit 10.10 of the Registrant's Registration
Statement on Form S-1 -- File No. 333-3650)
10.2 -- Aviation Sales Company 1996 Stock Option Plan
(incorporated by reference to Exhibit 10.11 of
the Registrant's Registration Statement on Form
S-1 -- File No. 333-3650)
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of KPMG Peat Marwick LLP
23.3 -- Consent of Akerman, Senterfitt & Eidson, P.A.
(included in opinion filed as Exhibit 5.1)
24.1 -- Powers of Attorney -- included as part of the
signature page hereto
4
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UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
A. (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.
(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; and
(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 (1)(ii) do not apply if the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed or furnished to the
Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
herein, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 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 of whether such indemnification by it is against
public policy and as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Aviation
Sales Company (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 Miami, State of Florida,
on the 26 day of June, 1996.
AVIATION SALES COMPANY
By: /s/ DALE S. BAKER
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DALE S. BAKER
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Dale S. Baker and Joseph E. Civiletto and each of
them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities on June 26, 1996.
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SIGNATURE TITLE DATE
/s/ DALE S. BAKER
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Dale S. Baker President, Chief Executive June 26, 1996
Officer and Chairman of the
Board (principal executive
officer)
/s/ JOSEPH E. CIVILETTO
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Joseph E. Civiletto Vice President and June 26, 1996
Chief Financial Officer (principal
financial and accounting officer)
/s/ ROBERT ALPERT
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Robert Alpert Director June 26, 1996
/s/ TIM WATKINS
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Tim Watkins Director June 26, 1996
/s/ KAZUTAMI OKUI
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Kazutami Okui Director June 26, 1996
/s/ SAM HUMPHREYS
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Sam Humphreys Director June 26, 1996
/s/ HAROLD M. WOODY
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Harold M. Woody Director June 26, 1996
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.,
as to the legality of the securities being
offered hereunder
10.1 -- Aviation Sales Company 1996 Director Stock
Option Plan (incorporated by reference to
Exhibit 10.10 of the Registrant's Registration
Statement on Form S-1 -- File No. 333-3650)
10.2 -- Aviation Sales Company 1996 Stock Option Plan
(incorporated by reference to Exhibit 10.11 of
the Registrant's Registration Statement on Form
S-1 -- File No. 333-3650)
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of KPMG Peat Marwick LLP
23.3 -- Consent of Akerman, Senterfitt & Eidson, P.A.
(included in opinion filed as Exhibit 5.1)
24.1 -- Powers of Attorney -- included as part of the
signature page hereto
EXHIBIT 5.1
OPINION OF AKERMAN, SENTERFITT & EIDSON, P.A.
June 27, 1996
Aviation Sales Company
6905 NW 25th Street
Miami, Florida 33122
RE: AVIATION SALES COMPANY (THE "COMPANY")
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
You have requested our opinion with respect to (i) the issuance of up to
800,000 options (the "Options") to purchase a like number of shares of the
Company's common stock, $.001 par value per share ("Common Stock"), 150,000 of
which are issuable in accordance with the Company's 1996 Director Stock Option
Plan and 650,000 of which are issuable in accordance with the Company's 1996
Stock Option Plan, and (ii) up to 800,000 shares of Common Stock issuable upon
exercise of options granted or to be granted under the terms of the (the
"Shares"), included in the Company's registration statement on Form S-8 (the
"Registration Statement"), which is being filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Securities
Act").
As counsel to the Company, we have examined the original or certified
copies of such records of the Company and such agreements, certificates of
public officials, certificates of officers or representatives of the Company and
others, and such other documents as we deem relevant and necessary for the
opinion expressed in this letter. In such examination, we have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us as conformed or photostatic
copies. As to various questions of fact material to such opinion, we have relied
upon statements or certificates of officials and representatives of the Company
and others.
Based upon and subject to the foregoing, we are of the opinion that:
When the Registration Statement becomes effective under the
Securities Act, and when the Options are issued and distributed
in accordance with and pursuant to the Company's 1996 Director
Stock Option Plan and/or the Company's 1996 Stock Option Plan,
the Options will be validly issued; and when the Shares are
issued against delivery of adequate consideration therefor in
accordance with and pursuant to the terms of the Company's 1996
Director Stock Option Plan and/or the Company's 1996 Stock Option
Plan, the Shares will be validly issued, fully paid and
nonassessable.
We advise you that the foregoing opinion is limited to the securities
laws of the United States of America and the corporate laws of the State of
Delaware and that we express no opinion herein concerning the applicability or
effect of any laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are included within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations promulgated
thereunder.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in the Registration Statement on Form S-8 of our
report dated February 19, 1996 (except with respect to the matters discussed in
Note 16, as to which the date is May 2, 1996), included in Aviation Sales
Company's Registration Statement on Form S-1 (File No. 333-3650) and to all
references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
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Arthur Andersen LLP
Miami, Florida
June 25, 1996
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use of our reports dated November 3, 1995, on the
combined financial statements of Aviation Sales Company (a division of Aviall
Services, Inc.) as of November 30, 1994, and for the year ended December 31,
1993 and the eleven-month period ended November 30, 1994, incorporated by
reference in the Registration Statement on Form S-8 of Aviation Sales Company.
Our report on the combined financial statements refers to a change in the
method of accounting for postretirement benefits other than pensions in 1993.
KPMG Peat Marwick LLP
Fort Lauderdale, Florida
June 26, 1996
