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AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON JULY 10, 1996.
REGISTRATION NO. 333-04426
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AVTEAM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA
(State or other jurisdiction of incorporation or organization)
5088
(Primary Standard Industrial Classification Code Number)
65-0313187
(I.R.S. Employer Identification Number)
3230 Executive Way
Miramar, Florida 33025
(954) 431-2359
(Address, including zip code, and telephone number, including area code, or
registrant's principal executive offices)
Donald A. Graw
3230 Executive Way
Miramar, Florida 33025
(954) 431-2359
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
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SETH P. JOSEPH, ESQ. ANDREW HULSH, ESQ.
BAKER & MCKENZIE GREENBERG, TRAURIG, HOFFMAN,
BARNETT TOWER, SUITE 1600 LIPOFF, ROSEN & QUENTEL, P.A.
701 BRICKELL AVENUE 1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131-2827 MIAMI, FLORIDA 33131
(305) 789-8960 (305) 579-0832
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
promptly as practicable after this Registration Statement becomes effective.
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, as amended, please check the following box. / /
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. / /
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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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth an itemized statement of certain estimated
expenses incurred in connection with the issuance and distribution of the
securities being registered, other than underwriting discounts and commissions:
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Securities and Exchange Commission registration fee..................... $ 20,522
NASD filing fee......................................................... 6,452
Nasdaq National Market listing fee...................................... 34,500
Blue Sky fees and expenses.............................................. 15,000
Printing and engraving expenses......................................... 100,000
Legal fees and expenses................................................. 450,000
Accounting fees and expenses............................................ 220,000
Registrar and Transfer Agent's fees and expenses........................ 3,500
Miscellaneous........................................................... 200,026
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Total......................................................... $1,050,000
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All amounts except the Securities and Exchange Commission registration fee,
the NASD filing fee and NASDAQ National Market listing fee are estimated. The
Company intends to pay all expenses of registration with respect to shares being
sold by the Selling Stockholders hereunder, with the exception of underwriting
discounts and commissions.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company has authority under the Florida General Corporation Act to
indemnify all directors and officers to the extent provided in such statute. The
Company's Amended and Restated Articles of Incorporation provide that the
Company shall indemnify its directors to the fullest extent permitted by law
either now or hereafter. The Company has also entered into an agreement with
each of its directors and certain of its officers wherein it has agreed to
indemnify each of them to the fullest extent permitted by law.
At present, there is no pending litigation or proceeding involving a
director or officer of the Company as to which indemnification is being sought,
nor is the Company aware of any threatened litigation that may result in claims
for indemnification by any officer or director.
Pursuant to the Underwriting Agreement filed as Exhibit 1.01 to this
Registration Statement, the Underwriters have agreed to indemnify the directors,
officers and controlling persons of the Company against certain civil
liabilities that may be incurred in connection with this offering, including
certain liabilities under the Securities Act of 1933, as amended (the
"Securities Act").
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
On January 1, 1995, pursuant to the terms of certain stock options granted
by the Company, certain executive officers of the Company acquired an aggregate
of 71.35 shares of the then outstanding class of common stock, par value $1.00
per share, for an aggregate as evidenced by certain promissory notes each in the
amount of $259,097. Such securities were issued pursuant to exemptions set forth
in Section 3(b) of the Securities Act.
On December 31, 1995, pursuant to the terms of certain stock options
granted by the Company, certain executive officers of the Company acquired an
aggregate of 178.65 shares of the then outstanding class of common stock, par
value $1.00 per share, as evidenced by certain promissory notes in the aggregate
amount of $1,120,245. Such securities were issued pursuant to exemptions set
forth in Section 3(b) of the Securities Act.
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In March 1996, the Company amended and restated its Articles of
Incorporation, pursuant to which each share of the then outstanding class of
common stock, par value $1.00 per share, was converted into 4,000 shares of the
currently outstanding class of Common Stock, par value $.01 per share. The
Company issued an aggregate of 5,000,000 shares of Common Stock to the
stockholders of the Company for no additional consideration in connection with
such share conversion.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
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EXHIBIT
NUMBER EXHIBIT
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1.01 -- Form of Underwriting Agreement*
3.01 -- Amended and Restated Articles of Incorporation of Registrant*
3.02 -- Amended and Restated By-Laws of Registrant*
4.01 -- Specimen Certificate for the Common Stock*
5.01 -- Opinion of Baker & McKenzie*
10.01 -- Loan Agreement dated September 29, 1995 between Registrant and Barnett Bank
of South Florida, N.A.*
10.02 -- Surplus Parts Supply Agreement dated June 12, 1995 between Registrant and
United Technologies Corporation (confidential treatment of certain portions
of Exhibit 10.02 has been requested)*
10.03 -- Letter Agreement dated September 5, 1995 between Registrant and Parati
Corporation*
10.04 -- Letter Agreement Amendment dated April 12, 1996 between Registrant and
Parati Corporation*
10.05 -- Employment Agreement effective as of January 1, 1994 between Registrant,
Turbine Engine Technology Corporation and Donald A. Graw*
10.06 -- Amendment No. 1 to the Employment Agreement effective as of December 31,
1995 between Registrant and Donald A. Graw*
10.07 -- Amendment No. 2 to the Employment Agreement effective as of April 12, 1996
between Registrant and Donald A. Graw*
10.08 -- Employment Agreement effective as of January 1, 1994 between Registrant,
Turbine Engine Technology Corporation and Jaime J. Levy*
10.09 -- Amendment No. 1 to the Employment Agreement effective as of December 31,
1995 between Registrant and Jaime J. Levy*
10.10 -- Amendment No. 2 to the Employment Agreement effective as of April 12, 1996
between Registrant and Jaime J. Levy*
10.11 -- Form of S Corporation Tax Allocation and Indemnification Agreement dated
April 12, 1996 between Registrant and each of the current stockholders.*
10.12 -- Lease Agreement dated December 28, 1994 between Registrant and Sunbeam
Properties, Inc.*
10.13 -- Lease Agreement dated November 13, 1995 between Registrant and Sunbeam
Properties, Inc.*
10.14 -- Form of Indemnification Agreement between Registrant and officer and
directors of Registrant*
10.15 -- Amended and Restated Loan Agreement, dated June 13, 1996, between
Registrant and Barnett Bank of South Florida, N.A.*
23.01 -- Consent of Baker & McKenzie (included in Exhibit 5.01)*
23.02 -- Consent of Ernst & Young LLP
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* Previously filed.
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(b) Financial Statement Schedules:
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SCHEDULE
NUMBER SCHEDULE
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Schedule II -- Valuation and Qualifying Accounts for the Years Ended December 31,
1993, 1994 and 1995
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ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the underwriting agreements, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
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 Securities and Exchange 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 of 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.
The undersigned Registrant hereby undertakes:
(1) That for purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed
as part of the registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of the registration statement as of the time it was declared
effective.
(2) That for the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus 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.
(3) To provide to the Underwriters at the closing specified in the
Underwriting Agreement certificates in such denominations and registered in
such names as required by the Underwriters to permit prompt delivery to
each purchaser.
(4) That insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 14 hereof, 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 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 of 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the
"Securities Act"), the Registrant has caused this Amendment No. 4 to Form S-1
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Miami, Florida, on the 9th day of July, 1996.
AVTEAM, INC.
By: /s/ DONALD A. GRAW
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Donald A. Graw,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act, this Amendment No. 4 to
the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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NAME TITLE DATE
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/s/ LEON SRAGOWICZ* Chairman of the Board, Director July 9, 1996
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Leon Sragowicz
/s/ DONALD A. GRAW* President, Chief Executive July 9, 1996
- --------------------------------------------- Officer, Director (Principal
Donald A. Graw Executive Officer)
/s/ MARK S. KOONDEL* Chief Financial Officer, July 9, 1996
- --------------------------------------------- Treasurer (Principal Financial
Mark S. Koondel and Accounting Officer)
/s/ JAIME J. LEVY* Executive Vice President, July 9, 1996
- --------------------------------------------- Director
Jaime J. Levy
/s/ BRYAN THOMAS MCFARLAND* Vice President -- Technical July 9, 1996
- --------------------------------------------- Operations
Bryan Thomas McFarland
/s/ RICHARD PRESTON* Secretary, Director July 9, 1996
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Richard Preston
/s/ ROBERT MUNSON* Director July 9, 1996
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Robert Munson
*By: Donald A. Graw
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Donald A. Graw, Attorney-in-Fact.
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Exhibit 23.02
Consent of Independent Certified Public Accountants
Ernst & Young LLP
We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated January 30, 1996, except for the first
paragraph of Note 13 as to which the date is March 21, 1996, and the second,
third and fourth paragraphs of Note 13 as to which the date is April 12, 1996,
with respect to the financial statements of AVTEAM, Inc. as of December 31,
1995 and 1994, and for each of the three years in the period ended December 31,
1995, and our report dated January 30, 1996, with respect to the statements of
operations and cash flows of Turbine Engine Sales Group, Inc. for the year
ended December 31, 1993 and the period from January 1, 1994 through July 21,
1994, in Amendment No. 4 to the Registration Statement (Form S-1 No. 333-04426)
and related Prospectus of AVTEAM, Inc. for the registration of 3,450,000 shares
of its common stock.
/s/ ERNST & YOUNG LLP
Miami, Florida
July 8, 1996
