As Filed with the Securities and Exchange Commission on June 3, 1998.
Registration No. 333-________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
AVIATION SALES COMPANY
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 65-0665658
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6905 N.W. 25TH STREET
MIAMI, FLORIDA 33122
(305) 592-4055
-------------------------------------------
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive offices)
--------------------
DALE S. BAKER,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
6905 N.W. 25TH STREET
MIAMI, FLORIDA 33122
(305) 592-4055
-------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies of all communications to:
Philip B. Schwartz, Esq.
Akerman, Senterfitt & Eidson, P.A.
One S.E. 3rd Avenue, 28th Floor
Miami, Florida 33131-1704
(305) 374-5600
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
<PAGE>
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
===============================================================================
TITLE OF AMOUNT TO PROPOSED PROPOSED
SHARES TO BE BE MAXIMUM MAXIMUM
REGISTERED REGISTERED OFFERING AGGREGATE AMOUNT OF
PRICE PER OFFERING PRICE REGISTRATION
SHARE (1) (1) FEE
- -------------------------------------------------------------------------------
Common Stock,
par value $.001 420,715 Shares $38.10 $16,029,242 $4,730.00
per share
===============================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
ii
<PAGE>
PRELIMINARY PROSPECTUS, DATED JUNE 3, 1998
PROSPECTUS
420,715 SHARES
AVIATION SALES COMPANY
COMMON STOCK, PAR VALUE $.001 PER SHARE
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
This Prospectus relates to an aggregate of 420,715 shares (the "Shares")
of Common Stock, par value $.001 per share (the "Common Stock"), of Aviation
Sales Company, a Delaware corporation (the "Company"), being sold by certain
stockholders (the "Selling Stockholders") who have acquired such shares in
private transactions in connection with acquisitions of businesses by the
Company. The Shares are being registered under the Securities Act of 1933, as
amended (the "Securities Act"), on behalf of the Selling Stockholders in order
to permit public sale or other distribution of the Shares. The Company is
contractually obligated to register the Shares on behalf of the Selling
Stockholders.
The Shares may be sold or distributed from time to time by or for the
account of the Selling Stockholders or their pledgees through underwriters or
dealers, through brokers or other agents, or directly or indirectly to one or
more purchasers including pledgees, at market prices prevailing at the time of
sale or at prices otherwise negotiated. This Prospectus may also be used, with
the Company's prior written consent, by donees of the Selling Stockholders, or
other persons acquiring the Shares and who wish to offer and sell such Shares
under circumstances requiring or making desirable its use. The Company will
receive no portion of the proceeds from the sale of the Shares offered hereby
and
<PAGE>
will bear certain expenses incident to this registration. See "Selling
Stockholders" and "Plan of Distribution."
The Common Stock of the Company is listed on the New York Stock Exchange
(the "NYSE") under the trading symbol "AVS". The last reported sales price of
the Common Stock of the Company on the NYSE on May 29, 1998 was $38.19 per
share.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH
UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 6 OF THIS PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is ______________________, 1998
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<PAGE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDERS. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE SECURITIES OFFERED HEREBY BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
TABLE OF CONTENTS
PAGE
----
AVAILABLE INFORMATION........................................................4
THE COMPANY..................................................................5
RISK FACTORS.................................................................6
USE OF PROCEEDS.............................................................11
SELLING STOCKHOLDERS........................................................11
PLAN OF DISTRIBUTION........................................................12
DESCRIPTION OF CAPITAL STOCK................................................13
LEGAL MATTERS...............................................................16
EXPERTS.....................................................................16
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE...........................17
3
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). These reports, proxy and information statements
and other information filed by the Company with the Commission pursuant to the
informational requirements of the Exchange Act may be inspected and copies at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the following Regional Offices of
the Commission: New York Regional Office, Seven World Trade Center, Room 1400,
New York, New York 10048; and Chicago Regional Office, Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60604. Copies of such material may
be obtained from the public reference section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission also
maintains a site on the World Wide Web at http://www.sec.gov that contains
reports, proxy and other information regarding registrants that file
electronically with the Commission. The Common Stock is traded on the NYSE.
Information filed by the Company with the NYSE may be inspected at the offices
of the NYSE at 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act with respect to the Shares offered hereby
(including all amendments and supplements thereto, the "Registration
Statement"). This Prospectus, which forms part of the Registration Statement,
does not contain all of the information set forth in the Registration Statement,
certain parts of which have been omitted in accordance with the rules and
regulations of the Commission. Statements contained herein concerning the
provisions of certain documents are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference. The Registration
Statement and the exhibits thereto can be inspected and copied at the public
reference facilities and regional offices of the Commission and at the offices
of the NYSE referred to above.
4
<PAGE>
THE COMPANY
GENERAL
Aviation Sales Company ("the Company") is a leading provider of fully
integrated aviation inventory services and a recognized worldwide leader in the
redistribution of aircraft spare parts. The Company sells aircraft spare parts
and provides inventory and repair services to major commercial passenger
airlines, air cargo carriers, maintenance and repair facilities and other
redistributors throughout the world. Parts sold by the Company include rotable
and expendable airframe and engine components for commercial airplanes,
including Boeing, McDonnell Douglas, Lockheed and Airbus aircraft and Pratt &
Whitney, General Electric and Rolls Royce jet engines. Inventory management
services offered by the Company include purchasing services, repair management,
warehouse management, aircraft disassembly services, and consignment and leasing
of inventories of aircraft parts and engines. The Company also manufactures
certain aircraft parts for sale to original equipment manufacturers ("OEMs"),
including precision engine parts, and provides certain aircraft parts repair
services at its Federal Aviation Administration ("FAA")-licensed repair
facilities.
The Company's principal executive offices are located at 6905 N.W. 25th
Street, Miami, Florida 33122. Its telephone number is (305) 592-4055.
RECENT DEVELOPMENTS
RULE 144A DEBT OFFERING. On February 17, 1998, the Company sold $165
million of senior subordinated notes ("the Notes") due in 2008 with a coupon
rate of 8.125% at a price of 99.395%. Proceeds were used to repay senior debt
and to fund the cash requirements relating to the acquisition of Caribe and
Aircraft Interior (see below).
ACQUISITION OF CARIBE. On March 6, 1998, the Company acquired
substantially all of the assets of Caribe Aviation, Inc., a Florida corporation
("Caribe"), and its wholly owned subsidiary, Aircraft Interior Design, Inc., a
Florida corporation ("Aircraft Interior"), for approximately $23.3 million.
Caribe is an FAA licensed repair station serving commercial airlines worldwide
specializing in the maintenance, repair and overhaul of hydraulic, pneumatic,
electrical and electro-mechanical aircraft components as well as avionics and
instruments on Airbus and Boeing Aircraft. Aircraft Interior manufactures
plastic cabin interior replacement parts under FAA-PMA approval and refurbishes
aircraft interior components including passenger and crew seats.
MERGER AGREEMENT WITH WHITEHALL. On March 26, 1998, the Company entered
into a definitive merger agreement (the "Whitehall Agreement") with Whitehall
Corporation, a Delaware corporation ("Whitehall"). The Whitehall Agreement
provides that, at the effective time of the merger, each issued and outstanding
share of common stock of Whitehall will be exchanged, on a tax-free basis, for
0.5143 of a share of Common Stock. Based on the approximately 6.0 million shares
of common stock of Whitehall presently outstanding, it is contemplated that the
Company will issue approximately 3.1 million shares of Common Stock to the
stockholders of Whitehall.
5
<PAGE>
Consummation of the Whitehall merger, which will be accounted for as a
pooling of interests business combination, is subject to approval by the
stockholders of the Company and Whitehall, and other customary closing
conditions, including the termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act and receipt of any applicable
regulatory approvals. Holders of approximately 30% of each of the Company's and
Whitehall's issued and outstanding shares of common stock have entered into
agreements to vote in favor of the merger at stockholders' meetings of both
companies to be called to vote upon the proposed merger.
Whitehall operates two FAA-licensed repair stations engaged in the
maintenance, repair and overhaul of McDonnell Douglas DC8/DC9/MD80/DC10, Boeing
727/737 and Lockheed C-130 aircraft.
RISK FACTORS
AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED HEREBY INVOLVES A HIGH
DEGREE OF RISK. PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE FOLLOWING
RISK FACTORS, AS WELL AS THE OTHER INFORMATION SET FORTH IN THE PROSPECTUS, IN
CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.
This Prospectus contains certain forward-looking statements or statements
which may be deemed or construed to be forward-looking statements within the
meaning of the Federal Private Securities Litigation Reform Act of 1995 with
respect to the financial condition, management's discussion and analysis of
financial condition and results of operations, business of the Company and risk
factors. The words "estimate," "project," "intend," "expect" and similar
expressions are intended to identify forward-looking statements. These
forward-looking statements involve and are subject to known and unknown risks,
uncertainties and other factors which could cause the Company's actual results,
performance (financial or operating) or achievements to differ from the future
results, performance (financial or operating), achievements expressed or implied
by such forward-looking statement. Investors are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
hereof. The Company undertakes no obligation to publicly release any revisions
to these forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.
SIGNIFICANT LEVERAGE
The Company has significant outstanding indebtedness and is significantly
leveraged. As of March 31, 1998, the Company had outstanding indebtedness of
approximately $203.3 million, of which approximately $25.2 million is
indebtedness under its Third Amended Credit Agreement dated October 17, 1997
with certain financial institutions (the "Credit Facility"), and $164.0 million
of which is the Notes. As of March 31, 1998, Whitehall had outstanding
indebtedness of $16.8 million. The Credit Facility is secured by substantially
all of the assets of the Company. Subject to certain limitations in the
documents governing its indebtedness, the Company
6
<PAGE>
may be able to incur additional amounts of secured indebtedness. The Company's
ability to make payments of principal and interest on, or to refinance its
indebtedness (including the Notes), depends on its future operating performance,
which to a certain extent is subject to economic, financial, competitive and
other factors beyond its control. The degree to which the Company is leveraged
could have important consequences to holders of the Common Stock, including (i)
the Company's vulnerability to adverse general economic and industry conditions,
(ii) the Company's ability to obtain additional financing for future working
capital expenditures, general corporate purposes or other purposes and (iii) the
dedication of a substantial portion of the Company's cash flow from operations
to the payment of principal and interest on indebtedness, thereby reducing the
funds available for operations and future business opportunities.
RESTRICTIONS IMPOSED BY LENDERS
The instruments governing the indebtedness of the Company impose
significant operating and financial restrictions on the Company. Such
restrictions will affect, and in many respects, significantly limit or prohibit,
among other things, the ability of the Company to incur additional indebtedness,
pay dividends, repay indebtedness prior to its stated maturity, sell assets or
engage in mergers or acquisitions. These restrictions could also limit the
ability of the Company to effect future financings, make needed capital
expenditures, withstand a future downturn in the business or the economy, or
otherwise conduct necessary corporate activities.
EFFECTS OF THE ECONOMY ON THE COMPANY'S SPARE PARTS BUSINESS
Since the Company's customers consist of airlines, maintenance and repair
facilities that service airlines and other aircraft spare parts redistributors,
as well as original equipment manufacturers, the Company's business is impacted
by the economic factors which affect the airline industry. When such factors
adversely affect the airline industry, they tend to reduce the overall demand
for aircraft spare parts, causing downward pressure on pricing and increasing
the credit risk associated with doing business with airlines. Additionally,
factors such as the price of fuel affect the aircraft spare parts market, since
older aircraft (into which aircraft spare parts are most often placed) become
less viable as the price of fuel increases. There can be no assurance that
economic and other factors which may affect the airline industry will not have
an adverse impact on the Company's business, financial condition or results of
operations.
RISKS REGARDING THE COMPANY'S SPARE PARTS INVENTORY
The Company's inventory consists principally of new, overhauled,
serviceable and repairable aircraft parts that are purchased from many sources.
Before parts may be installed in an aircraft, they must meet certain standards
of condition established by the FAA and/or the equivalent regulatory agencies in
other countries. Specific regulations vary from country to country, although
regulatory requirements in other countries generally coincide with FAA
requirements. Parts must also be traceable to sources deemed acceptable by such
agencies. Parts owned or acquired by the Company may not meet applicable
standards or standards may change in the future, causing parts which are
7
<PAGE>
already contained in the Company's inventory to be scrapped or modified.
Aircraft manufacturers may also develop new parts to be used in lieu of parts
already contained in the Company's inventory. In all such cases, to the extent
that the Company has such parts in its inventory, their value may be reduced.
GOVERNMENT REGULATION
The aviation industry is highly regulated in the United States by the FAA
and in other countries by similar agencies. While the Company's spare parts
business is not regulated, the aircraft spare parts which it sells to its
customers must be accompanied by documentation which enables the customer to
comply with applicable regulatory requirements. Additionally, the Company must
be certified by the FAA and, in some cases, by original equipment manufacturers
in order to manufacture or repair aircraft components. Although the Company
believes that its newly acquired manufacturing and repair operations are in
material compliance with applicable regulations, there can be no assurance of
this fact. Further, there can be no assurance that new and more stringent
government regulations will not be adopted in the future or that any such new
regulations, if enacted, would not have a material adverse effect on the
Company's business, financial condition or results of operations.
FLUCTUATIONS IN OPERATING RESULTS
The Company's operating results are affected by many factors, including
the timing of orders from large customers, the timing of expenditures to
purchase inventory in anticipation of future sales, the timing of bulk inventory
purchases, and the mix of available aircraft spare parts contained, at any time,
in the Company's inventory. A large portion of the Company's operating expenses
are relatively fixed. Since the Company typically does not obtain long-term
purchase orders or commitments from its customers, it must anticipate the future
volume of orders based upon the historic purchasing patterns of its customers
and upon its discussions with its customers as to their future requirements.
Cancellations, reductions or delays in orders by a customer or group of
customers could have a material adverse effect on the Company's business,
financial condition or results of operations.
GROWTH STRATEGY AND RISKS RELATING TO FUTURE ACQUISITIONS
A key element of the strategy of the Company involves growth through the
acquisition of additional inventories of aircraft spare parts and the
acquisition of other companies, assets or product lines that would complement or
expand the Company's existing business. The Company's ability to grow by
acquisition is dependent upon, and may be limited by, the availability of
suitable aircraft parts inventories, acquisition candidates and capital, and by
restrictions contained in the Company's credit agreements. In addition,
acquisitions involve risks that could adversely affect the Company's operating
results, including the assimilation of the operations and personnel of acquired
companies, the potential amortization of acquired intangible assets and the
potential loss of key employees of acquired companies. There can be no assurance
that the Company will be able to consummate acquisitions on satisfactory terms.
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<PAGE>
RELIANCE ON EXECUTIVE OFFICERS AND KEY EMPLOYEES
The continued success of the Company is dependent to a significant degree
upon the services of its executive officers and upon the Company's ability to
attract and retain qualified personnel experienced in the various phases of the
Company's business. The Company has employment agreements with all of its
executive officers. The employment agreements between the Company and its
executive officers are individually terminable by each executive officer upon a
change of control of the Company. The ability of the Company to operate
successfully could be jeopardized if one or more of its executive officers were
unavailable and capable successors were not found.
COMPETITION
The markets for the Company's product and services are extremely
competitive, and the Company faces competition from a number of sources. These
include aircraft and aircraft part manufacturers, airline and aircraft service
companies, and aircraft spare parts redistributors. Certain competitors of the
Company have substantially greater financial and other resources than the
Company. There can be no assurance that competitive pressures will not
materially and adversely affect the Company's business, financial condition or
results of operations.
PRODUCT LIABILITY
The business of the Company exposes it to possible claims for personal
injury or death which may result from the failure of an aircraft spare part
sold, manufactured or repaired by it. While the Company maintains what it
believes to be adequate liability insurance to protect it from such claims, and
while no material claims have, to date, been made against the Company, no
assurance can be given that claims will not arise in the future or that such
insurance coverage will be adequate. Additionally, there can be no assurance
that insurance coverages can be maintained in the future at an acceptable cost.
Any such liability not covered by insurance could have a material adverse effect
on the Company's business, financial condition or results of operations.
POTENTIAL INFLUENCE BY CERTAIN STOCKHOLDERS
As of the date of this Prospectus, one of the Company's stockholders
beneficially owns 24.6% of the outstanding Common Stock and the Company's
directors and executive officers, as a group, beneficially own an aggregate of
32.8% (including the 24.6% referred to above) of the outstanding Common Stock.
While each of these stockholders is an independent party, if these parties were
to act together as a group, they would have the ability to control the election
of all of the members of the Company's Board of Directors and, therefore, to
control the business, policies and affairs of the Company.
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<PAGE>
DIVIDEND POLICY
The Company does not anticipate paying dividends on its Common Stock in
the foreseeable future.
PRICE VOLATILITY
The market price of the Common Stock could be subject to significant
fluctuations in response to variations in quarterly operating results and other
factors. From time to time in recent years, the securities markets have
experienced significant price and volume fluctuations that have often been
unrelated or disproportionate to the operating performance of particular
companies. These broad fluctuations may adversely affect the market price of the
Common Stock.
ANTI-TAKEOVER PROVISIONS
The Company's Certificate of Incorporation and Bylaws contain provisions
that may have the effect of discouraging certain transactions involving an
actual or threatened change of control of the Company. See "Description of
Capital Stock" for a description of these provisions. In addition, the Board of
Directors of the Company has the authority to issue up to 1,000,000 shares of
preferred stock in one or more series and to fix the preferences, rights and
limitations of any such series without stockholder approval. See "Description of
Capital Stock." The ability to issue preferred stock could have the effect of
discouraging unsolicited acquisition proposals or making it more difficult for a
third party to gain control of the Company, or otherwise could adversely affect
the market price of the Common Stock.
POSSIBLE DEPRESSING EFFECT OF FUTURE SALES OF COMMON STOCK.
Future sales of the Shares, or the perception that such sales could occur,
could adversely affect the market price of the Common Stock. There can be no
assurance as to when, and how many of, the Shares will be sold and the effect
such sales may have on the market price of the Common Stock. In addition, the
Company may issue Common Stock in connection with possible future acquisitions
or in other transactions. Such securities may be subject to resale restrictions
in accordance with the Securities Act and the regulations promulgated thereunder
or by contract. As such restrictions lapse or if such shares are registered for
sale to the public, such securities may be sold to the public. In the event of
the issuance and subsequent resale of a substantial number of shares of the
Common Stock, or a perception that such sales could occur, there could be a
material adverse effect on the prevailing market price of the Common Stock.
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<PAGE>
USE OF PROCEEDS
This Prospectus relates to the Shares being offered and sold for the
account of the Selling Stockholders. This Prospectus also may be used, with the
Company's prior written consent, by donees of the Selling Stockholders, or by
other persons acquiring Shares who wish to offer and sell such Shares under
circumstances requiring or making desirable its use. The Company will not
receive any proceeds from the sale of the Shares but will bear certain expenses
related to the registration of the Shares. See "Plan of Distribution."
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder, the
aggregate number of shares of Common Stock beneficially owned by each of the
Selling Stockholders on the date hereof, the aggregate number of shares of
Common Stock that each Selling Stockholder may offer and sell pursuant to this
Prospectus, and the aggregate number and percentage of shares of Common Stock
that will be beneficially owned by each Selling Stockholder after completion of
this offering (the "Offering"). However, because the Selling Stockholders may
offer all or a portion of the Shares at any time and from time to time after the
date hereof, the exact number of Shares that each Selling Stockholder may retain
upon completion of the Offering cannot be determined at this time.
To the knowledge of the Company, none of the Selling Stockholders has had
within the past three years any material relationship with the Company except as
set forth in the footnotes to the following table.
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF SHARES PERCENTAGE
SHARES SHARES BEING BENEFICIALLY OF SHARES
BENEFICIALLY OFFERED FOR OWNED OWNED
OWNED PRIOR SELLING AFTER THE AFTER THE
TO THE STOCKHOLDER'S OFFERING OFFERING
SELLING STOCKHOLDERS OFFERING ACCOUNT (1) (1)
- ------------------------- ------------ ------------- ------------ ----------
<S> <C> <C> <C> <C>
Robert W. and Shirley Reitz(2).................. 143,143 143,143 -- --
James J. and Janice D. Berens, Jr.(2)........... 71,572 71,572 -- --
James J. Berens Jr. IRA Account(2).............. 23,857 23,857 -- --
Ben Quevedo(3).................................. 176,939 176,939 -- --
Damaris Quevedo(3).............................. 5,204 5,204 -- --
-------
420,715
<FN>
- ------------------------
(1) Assumes that all of the Shares will be sold, that no additional shares
will be acquired and that no shares other than those offered will be sold.
(2) Reitz-Berens, Inc. (f/k/a Apex Manufacturing, Inc.) sold the assets
subject to certain of the liabilities of such entity to the Company in
December 1997. Subsequently, Reitz-Berens, Inc. was liquidated and the
shares were transferred to the Selling Stockholders named above. Messrs.
Berens and Reitz are both currently employed by the Company.
(3) Ben Quevedo and Damaris Quevedo were the stockholders of Caribe when it
was acquired by the Company in March 1997. Both Ben Quevedo and Damaris
Quevedo are currently employed by the Company.
</FN>
</TABLE>
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PLAN OF DISTRIBUTION
The Selling Stockholders or pledgees may sell or distribute some or all of
the Shares from time to time through underwriters or dealers or brokers or other
agents or directly to one or more purchasers, including pledgees, in
transactions (which may involve crosses and block transactions) on the NYSE,
privately negotiated transactions (including sales pursuant to pledges), in the
over-the-counter market, or in transactions in which Shares may be delivered in
connection with the issuance of securities by issuers other than the Company
that are exchangeable for (whether optional or mandatory), or payable in such
Shares (whether such securities are listed on a national securities exchange or
otherwise) or pursuant to which such Shares may be distributed (which securities
issued by others will, to the extent required by applicable law, be registered
under the Securities Act), or in a combination of such transactions. Such
transactions may be effected by the Selling Stockholders at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices, which may be changed. Brokers,
dealers, agents or underwriters participating in such transactions as agent may
receive compensation in the form of discounts, concessions or commissions from
the Selling Stockholder (and if they act as agent for the purchaser of such
shares, from such purchaser). Such discounts, concessions or commissions as to a
particular broker, dealer, agent or underwriter might be in excess of those
customary in the type of transaction involved. This Prospectus may be used, with
the Company's prior written consent, by donees of the Selling Stockholders, or
by other persons acquiring Shares and who wish to offer and sell such Shares
under circumstances requiring or making desirable its use.
The Selling Stockholders and any such underwriters, brokers, dealers or
agents or underwriters that participate with the Selling Stockholders in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of the Securities Act, and any discounts, commissions or concessions received by
any such underwriters, brokers, dealers or agents might be deemed to be
underwriting commissions or discounts under the Securities Act. Neither the
Company nor the Selling Stockholders can presently estimate the amount of such
compensation. The Company knows of no existing arrangements between any Selling
Stockholder and any other Selling Stockholder, underwriter, broker, dealer or
other agent relating to the sale or distribution of the Shares.
Persons engaged in the distribution of the Shares are restricted from
engaging in certain market-making activities with respect to the Common Stock
for a period specified by Regulation M of the Exchange Act.
The Company has agreed to pay all fees and expenses incident to the
registration of the Shares, except commissions and discounts of underwriters,
brokers, dealers or agents and fees and expenses of counsel or any other
professionals or other advisors, if any, to the Selling Stockholders. Each
Selling Stockholder may indemnify any broker, dealer, agent or underwriter that
participates in transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities Act.
If Shares are sold in an underwritten offering, the Shares may be acquired
by the underwriters for their own account and may be further resold from time to
time in one or more transactions,
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including negotiated transactions, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices,
or at fixed prices. The names of the underwriters with respect to any such
offering and the terms of the transactions, including any underwriting
discounts, concessions or commissions and other items constituting compensation
of the underwriters and broker-dealers, if any, will be set forth in a
supplement to this Prospectus relating to such offering. Any public offering
price and any discounts, concessions or commissions allowed or reallowed or paid
to broker-dealers may be changed from time to time. Unless otherwise set forth
in a supplement to this Prospectus, the obligations of the underwriters to
purchase the Shares will be subject to certain conditions precedent and the
underwriters will be obligated to purchase all of the Shares specified in such
supplement if any such Shares are purchased.
If the Shares are sold in an underwritten offering, the underwriters and
selling group members (if any) may engage in passive market making transactions
in the Common Stock on the NYSE immediately prior to the commencement of the
sale of shares in such offering, in accordance with Regulation M under the
Exchange Act. Passive market making presently consists of displaying bids on the
NYSE limited by the bid prices of market makers not connected with such offering
and purchases limited by such prices and effected in response to order flow. Net
purchases by a passive market maker on each day are limited in amount to 30% of
the passive market maker's average daily trading volume in the Common Stock
during the period of the two full consecutive calendar months immediately
preceding the determination of the offering price and must be discontinued when
such limit is reached. Passive market making may stabilize the market price of
the Common Stock at a level above that which might otherwise prevail and, if
commenced, may be discontinued at any time.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states, the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with by the Company and the Selling
Stockholders.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital consists of 30,000,000 shares of common
stock, par value $.001 per share, and 1,000,000 shares of preferred stock, par
value $.01 per share (the "Preferred Stock"). None of the preferred stock is
outstanding.
COMMON STOCK
Each holder of Common Stock is entitled to one vote for each share held of
record on all matters presented to stockholders, including the election of
directors. In the event of a liquidation, dissolution or winding up of the
Company, the holders of Common Stock are entitled to share equally and ratably
in the assets of the Company, if any, remaining after paying all debts and
liabilities of the Company and the liquidation preferences of any outstanding
Preferred Stock. The Common Stock has no preemptive rights or cumulative voting
rights and no redemption, sinking fund or conversion provisions.
13
<PAGE>
Holders of Common Stock are entitled to receive dividends if, as and when
declared by the Board of Directors out of funds legally available therefore,
subject to the dividend and liquidation rights of any Preferred Stock that may
be issued and outstanding and subject to any dividend restrictions in the
Company's credit facilities. No dividend or other distribution (including
redemptions and repurchases of shares of capital stock) may be made, if after
giving effect to such distribution, the Company would not be able to pay its
debts as they become due in the usual course of business, or if the Company's
total assets would be less than the sum of its total liabilities plus the amount
that would be needed at the time of a liquidation to satisfy the preferential
rights of any holders of Preferred Stock.
PREFERRED STOCK
The Board of Directors is authorized, without further stockholder action,
to divide any or all shares of the authorized Preferred Stock into series and
fix and determine the designations, preferences and relative rights and
qualifications, limitations or restrictions thereon of any series so
established, including voting powers, dividend rights, liquidation preferences,
redemption rights and conversion privileges. As of the date of this Prospectus,
the Board of Directors has not authorized any series of Preferred Stock, and
there are no plans, agreements or understandings for the authorization or
issuance of any shares of Preferred Stock. The issuance of Preferred Stock with
voting rights or conversion rights may adversely affect the voting power of
Common Stock, including the loss of voting control to others. The issuance of
Preferred Stock may have the effect of delaying, deferring or preventing a
change of control of the Company.
CERTAIN PROVISIONS OF THE CERTIFICATE AND BYLAWS
GENERAL. A number of provisions of the Company's Certificate of
Incorporation ("Certificate") and Bylaws ("Bylaws") concern matters of corporate
governance and the rights of stockholders. Certain of these provisions, as well
as the ability of the Board of Directors to issue shares of Preferred Stock and
to set the voting rights, preferences and other terms thereof, may be deemed to
have an anti-takeover effect and may discourage takeover attempts not first
approved by the Board of Directors (including takeovers which certain
stockholders may deem to be in their best interests). To the extent takeover
attempts are discouraged, temporary fluctuations in the market price of the
Common Stock, which may result from actual or rumored takeover attempts, may be
inhibited. These provisions, together with the classified Board of Directors and
the ability of the Board to issue Preferred Stock without further stockholder
action, also could delay or frustrate the removal of incumbent directors or the
assumption of control by stockholders, even if such removal or assumption would
be beneficial to stockholders of the Company. These provisions also could
discourage or make more difficult a merger, tender offer or proxy contest, even
if they could be favorable to the interests of stockholders, and could
potentially depress the market price of the Common Stock. The Board of Directors
believes that these provisions are appropriate to protect the interest of the
Company and all of its stockholders.
ISSUANCE OF RIGHTS. The Certificate authorized the Board of Directors to
create and issue rights (the "Rights") entitling the holders thereof to purchase
from the Company shares of capital stock or other securities. The times at
which, and the terms upon which, the Rights are to be issued
14
<PAGE>
may be determined by the Board of Directors and set forth in the contracts or
instruments that evidence the Rights. The authority of the Board of Directors
with respect to the Rights includes, but is not limited to, the determination of
(i) the initial purchase price per share of the capital stock or other
securities of the Company to be purchased upon exercise of the Rights, (ii)
provisions relating to the times at which and the circumstances under which the
Rights may be exercised or sold or otherwise transferred, either together with
or separately from, any other securities of the Company, (iii) antidilutive
provisions which adjust the number or exercise price of the Rights or amount or
nature of the securities or other property receivable upon exercise of the
Rights, (iv) provisions which deny the holder of a specified percentage of the
outstanding securities of the Company the right to exercise the Rights and/or
cause the Rights held by such holder to become void, (v) provisions which permit
the Company to redeem the Rights and (vi) the appointment of a rights agent with
respect to the Rights.
MEETINGS OF STOCKHOLDERS. The Bylaws provide that a special meeting of
stockholders may be called only by the Board of Directors unless otherwise
required by law. The Bylaws provide that only those matters set forth in the
notice of the special meeting may be considered or acted upon at that special
meeting, unless otherwise provided by law. In addition, the Bylaws set forth
certain advance notice and informational requirements and time limitations on
any director nomination or any new business which a stockholder wishes to
propose for consideration at an annual meeting of stockholders.
NO STOCKHOLDER ACTION BY WRITTEN CONSENT. The Certificate provides that
any action required or permitted to be taken by the stockholders of the Company
at an annual or special meeting of stockholders must be effected at a duly
called meeting and may not be taken or effected by a written consent of
stockholders in lieu thereof.
AMENDMENT OF THE CERTIFICATE. The Certificate provides that an amendment
thereof must first be approved by a majority of the Board of Directors and (with
certain exceptions) thereafter approved by the holders of a majority of the
total votes eligible to be cast by holders of voting stock with respect to such
amendment or repeal; provided, however, that the affirmative vote of 80% of the
total votes eligible to be cast by holders of voting stock, voting together as a
single class, is required to amend provisions relating to the establishment of
the Board of Directors and amendments to the Certificate.
AMENDMENTS OF BYLAWS. The Certificate provides that the Bylaws may be
amended or repealed by the Board of Directors or by the stockholders. Such
action by the Board of Directors requires the affirmative vote of a majority of
the directors then in office. Such action by the stockholders requires the
affirmative vote of the holders of at least two-thirds of the total votes
eligible to be cast by holders of voting stock with respect to such amendment or
repeal at an annual meeting of stockholders or a special meeting called for such
purposes, unless the Board of Directors recommends that the stockholders approve
such amendment or repeal at such meeting, in which case such amendment or repeal
shall only require the affirmative vote of a majority of the total votes
eligible to be cast by holders of voting stock with respect to such amendment or
repeal.
15
<PAGE>
NEW YORK STOCK EXCHANGE
The Common Stock is traded on the NYSE under the symbol "AVS."
TRANSFER AGENT
The Transfer Agent for the Common Stock is Continental Stock Transfer &
Trust Company, 2 Broadway, New York, New York 10004.
LEGAL MATTERS
Certain legal matters in connection with the Shares being offered hereby
will be passed upon for the Company by Akerman, Senterfitt & Eidson, P.A.,
Miami, Florida. Certain of the attorneys employed by Akerman, Senterfitt &
Eidson, P.A. beneficially own shares of Common Stock as of the date of this
Prospectus.
EXPERTS
The consolidated balance sheets of the Company as of December 31, 1997 and
1996, and the related consolidated statements of income, partners' capital and
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1997, which are incorporated by reference into this
Registration Statement, to the extent and for the periods indicated in their
report, have been audited by Arthur Andersen LLP, independent certified public
accountants, and are included herein in reliance upon the authority of said firm
as experts in giving said report.
The consolidated financial statements of Kratz-Wilde Machine Company,
which are incorporated into this Registration Statement by reference, to the
extent and for the periods indicated in their report, have been audited by
Clark, Schaefer, Hackett & Co., independent certified public accountants, and
are included herein in reliance upon the authority of said firm as experts in
giving said report.
The consolidated financial statements of Whitehall as of December 31, 1997
and 1996, and the related consolidated statements of income, stockholders'
equity and cash flows for each of the three years in the period ended December
31, 1997, which are incorporated by reference into this Registration Statement,
to the extent and for the periods indicated in their report, have been audited
by Arthur Andersen LLP, independent certified public accountants, and are
included herein in reliance upon the authority of said firm as experts in giving
said report.
16
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the Commission are incorporated herein
by reference:
(a) Annual Report of the Company on Form 10-K for the fiscal year ended
December 31, 1997, as amended by Form 10-K/A;
(b) Quarterly Report on Form 10-Q of the Company for the quarter ended
March 31, 1998;
(c) Whitehall's annual financial statements as of December 31, 1997 and
1996 and for each of the three years in the period ended December
31, 1997, Whitehall's interim financial statements as of March 31,
1998 and for the three month periods ended March 31, 1997 and 1998,
Kratz' annual financial statements as of October 31, 1996 and 1995
and for the year ended October 31, 1996, Kratz' interim financial
statements as of September 30, 1997 and for the nine months ended
September 30, 1997 and 1996 and the Company's pro forma condensed
combined financial statements, which are incorporated herein by
reference from the Company's Registration Statement on Form S-4,
Amendment No. 1 (File No. 333-48669), dated June 3, 1998;
(d) All reports and documents filed by the Company pursuant to Section
13, 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the respective date of filing of
such documents. Any statement incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
other subsequently filed document, which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such
statement. Any statement modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this
Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of the Prospectus has been
delivered, on the written or oral request of any such person, a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents. Written
requests for such copies should be directed to Corporate Secretary, Aviation
Sales Company, at the Company's principal executive office, 6905 N.W. 25th
Street, Miami, Florida 33122, Telephone (305) 592-4055.
17
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION (1)
The following is a list of estimated expenses to be incurred by the
Company in connection with the registration of the shares of Common Stock
registered hereunder:
Securities and Exchange Commission registration fee........... $ 4,730
Printing expenses............................................. 10,000
Legal fees and expenses....................................... 25,000
Accountants' fees and expenses................................ 10,000
Miscellaneous................................................. 5,270
---------
Total $ 55,000
=========
- -------------------
(1) Estimated except for SEC registration fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the provisions of Section 145(a) of the Delaware General
Corporation Law, the Company has the power to indemnify anyone made or
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the Company) because such person is
or was a director or officer of the Company against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred in the defense or settlement of such action, suit, or
proceeding, provided that (i) such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the Company's best interest and
(ii) in the case of a criminal proceeding such person had no reasonable cause to
believe his conduct was unlawful.
With respect to an action or suit by or in the right of the Company to
procure a judgment in its favor, Section 145(b) of the Delaware General
Corporation Law provides that the Company shall have the power to indemnify
anyone who was, is, or is threatened to be made a party to a threatened,
pending, or completed action or suit brought by or in the right of the Company
to procure a judgment in its favor because such person is or was a director or
officer of the Company against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit, provided that such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the Company's best interests,
except that no indemnification shall be made in a case in which such person
shall have been adjudged to be liable to the Company unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall have determined upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses.
II-1
<PAGE>
Indemnification as described above shall only be granted in a specific
case upon a determination that indemnification is proper under the circumstances
using the applicable standard of conduct which is made by (a) a majority of a
quorum of directors who were not parties to such proceeding, (b) independent
legal counsel in a written opinion if such quorum cannot be obtained or if a
quorum of disinterested directors so directs, or (c) the shareholders of the
Company.
Section 145(g) of the Delaware General Corporation Law permits the
purchase and maintenance of insurance to indemnify directors and officers
against any liability asserted against or incurred by them in any such capacity,
whether or not the Company itself would have the power to indemnify any such
director or officer against such liability. The Company has obtained such
insurance and premiums are paid by the Company.
The Certificate of Incorporation of the Company provides for the
indemnification of directors and officers of the Company 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 Company's directors to the Company 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 Company 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 received 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 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 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 Securities Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
ITEM 16. EXHIBITS
5.1 Opinion of Akerman, Senterfitt & Eidson, P.A. as to the validity of
the Shares
23.1 Consent of Akerman, Senterfitt & Eidson, P.A.(included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Clark, Schaefer, Hackett & Co.
23.4 Consent of Arthur Andersen LLP
24.1 Powers of Attorney - included as part of the signature page hereto
ITEM 17. 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 high or low
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 a 20% change in the
"Calculation of Registration Fee" table in this 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 in the Registration
Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by these paragraphs is contained in periodic reports filed with or furnished by
the Registrant pursuant to Section 13 or 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 of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offerings of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-3
<PAGE>
(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 this 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.
(1) 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 issuer 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.
II-4
<PAGE>
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-3 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 1st day of June,
1998.
AVIATION SALES COMPANY
(Registrant)
By: /S/ DALE S. BAKER
-----------------------------
Dale S. Baker President,
Chief Executive Officer and
Chairman of the Board
(Principal Executive Officer)
Each person whose signature appears below appoints Dale S. Baker, as his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his stead, in any 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 all other document in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been duly signed by the following persons in the
capacities indicated:
SIGNATURES TITLES DATE
---------- ------ ----
/S/ DALE S. BAKER President and Chief June 1, 1998
- ------------------------ Executive Officer and
Dale S. Baker Chairman of the Board
(Principal Executive
Officer)
/S/ JOSEPH E. CIVILETTO Vice President and Chief June 1, 1998
- ------------------------ Financial Officer
Joseph E. Civiletto (Principal Financial and
Accounting Officer)
S-1
<PAGE>
SIGNATURES TITLES DATE
---------- ------ ----
/S/ HAROLD M. WOODY Executive Vice President June 1, 1998
- --------------------- and Director
Harold M. Woody
___________________ Director May __, 1998
Robert Alpert
/S/ SAM HUMPHREYS Director May 27, 1998
- --------------------
Sam Humphreys
/S/ KAZUTAMI OKUI Director June 1, 1998
- --------------------
Kazutami Okui
S-2
<PAGE>
EXHIBIT INDEX
5.1 Opinion of Akerman, Senterfitt & Eidson, P.A. as to the validity of
the Shares
23.1 Consent of Akerman, Senterfitt & Eidson, P.A.
(included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Clark, Schaefer, Hackett & Co.
23.4 Consent of Arthur Andersen LLP
24.1 Powers of Attorney - included as part of the signature page hereto
EXHIBIT 5.1
AKERMAN, SENTERFITT & EIDSON, P.A.
ATTORNEYS AT LAW
One S.E. Third Avenue
28th Floor
Miami, Florida 33131-2948
Telephone: (305) 374-5600
Telecopy: (305) 374-5095
June 2, 1998
Aviation Sales Company
6905 N.W. 25th Street
Miami, FL 33122
RE: REGISTRATION STATEMENT ON FORM S-3
Gentlemen:
We have acted as counsel to Aviation Sales Company, a Delaware corporation
(the "Company"), in connection with the preparation and filing by the Company
with the Securities and Exchange Commission of a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"). The Registration Statement relates to an aggregate of
420,715 shares of the Company's common stock, par value $.001 per share, all of
which are issued and outstanding (the "Shares").
We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations from the
officers and directors of the Company and have reviewed such questions of law as
we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and authenticity of all documents, instruments, records and
certificates submitted to us as originals.
Based upon such examination and review and upon the representations made
to us by the officers and directors of the Company, we are of the opinion that
the Shares have been duly and validly authorized and are validly issued, fully
paid and nonassessable.
The opinions expressed herein are limited to the corporate laws of the
State of Delaware and we express no opinion as to the effect on the matters
covered by any other jurisdiction.
<PAGE>
Aviation Sales Company
June 2, 1998
Page 2
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to the firm under the caption "Legal
Matters" in the prospectus which is part of the Registration. 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 to the
rules and regulations promulgated thereunder.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
March 2, 1998 (except with respect to the matters discussed in Note 14 as to
which the date is March 26, 1998) included in Aviation Sales Company and
subsidiaries' Form 10-K for the year ended December 31, 1997 and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Miami, Florida,
June 2, 1998.
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
October 30, 1997 on the financial statements of Kratz-Wilde Machine Company as
of October 31, 1996 and 1995, and for the year ended October 31, 1996 included
in Aviation Sales Company and subsidiaries' Form S-4 (File No. 333-48669) dated
June 2, 1998 and to all references to our Firm included in this registration
statement.
CLARK, SCHAEFER, HACKETT & CO.
Cincinnatti, Ohio,
June 2, 1998.
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
March 25, 1998 on the financial statements of Whitehall Corporation included in
Aviation Sales Company and subsidiaries' Form S-4 (File No. 333-48669) dated
June 2, 1998 and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Dallas, Texas,
June 2, 1998.
