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As filed with the Securities and Exchange Commission on October 19, 2000
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
WILLIS LEASE FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 68-0070656
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
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2320 MARINSHIP WAY, SUITE 300, SAUSALITO, CALIFORNIA 94965
(Address of principal executive offices) (Zip Code)
WILLIS LEASE FINANCE CORPORATION
1996 STOCK OPTION/STOCK ISSUANCE PLAN
(Full title of the Plan)
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CHARLES F. WILLIS IV
CHIEF EXECUTIVE OFFICER
WILLIS LEASE FINANCE CORPORATION
2320 MARINSHIP WAY, SUITE 300, SAUSALITO, CALIFORNIA 94965
(Name and address of agent for service)
(415) 331-5281
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
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1996 Stock Option/Stock Issuance Plan 1,000,000 $5.28 $5,280,000 $1,393.92
Common Stock, $0.01 par value shares
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Willis Lease Finance
Corporation 1996 Stock Option/Stock Issuance Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the Registrant's receipt of consideration which results
in an increase in the number of the outstanding shares of Registrant's
Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, (the "1933 Act"), on the basis of
the average of the high and low selling prices per share of Registrant's
Common Stock on October 13, 2000 as reported by the Nasdaq National
Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Willis Lease Finance Corporation (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"Commission"):
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999, filed with the
Commission on March 29, 2000, pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the
"1934 Act");
(b) The Registrant's Current Report on Form 8-K filed with
the Commission on August 18, 2000;
(c) The Registrant's Quarterly Reports on Form 10-Q for the
fiscal quarter ended March 31, 2000 filed with the
Commission on May 15, 2000 and for the fiscal quarter
ended June 30, 2000 filed with the Commission on August
14, 2000; and
(d) The Registrant's Registration Statement No. 00-28774 on
Form 8-A, filed with the Commission on September 5,
1996, in which there is described the terms, rights and
provisions applicable to the Registrant's outstanding
Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and 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 into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in any subsequently filed document
which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "DGCL")
and Article VII of the Company's Bylaws (the "Bylaws"), provide for the
indemnification of directors, officers, employees and agents under certain
circumstances. The Bylaws grant the Company the power to indemnify its
directors, officers, and agents under certain circumstances to the fullest
extent permitted by DGCL against certain expenses, judgments, fines, settlements
and other amounts actually and reasonably incurred in connection with any
proceeding arising by reason of his or her position as a director, officer,
employee or agent.
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Section 145 of the DGCL provides that a corporation has the
power to purchase and maintain insurance on behalf of any agent of the
corporation against any liabilities asserted against or incurred by the agent in
such capacity. The Company has procured a directors' and officers' liability
insurance policy insuring the Company's directors and officers against certain
liabilities and expenses incurred by them in their capacities as such, and
insuring the Company under certain circumstances, in the event that
indemnification payments are made by the Company to such directors and officers.
The Company has entered into indemnification agreements with its
directors and officers. These agreements are in some respect broader than the
specific indemnification rights provided under the DGCL and the Company's
Bylaws. The indemnification agreements are not intended to deny or otherwise
limit third-party or derivative suits against the Company or its directors or
officers, but if a director or officer were entitled to indemnity or
contribution under the indemnification agreement, the financial burden of a
third-party suit would be borne by the Company, and the Company would not
benefit from derivative recoveries against the director or officer. Such
recoveries would accrue to the benefit of the Company, but would be offset by
the Company's obligations to the director or officer under the indemnification
agreement.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
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Exhibit Number Exhibit
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4 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 00-28774 on Form 8-A which is
incorporated herein by reference pursuant to Item 3(b).
5 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration
Statement.
99.1 Willis Lease Finance Corporation 1996 Stock Option/Stock Issuance
Plan (Amended and Restated as of April 24, 2000).
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Item 9. 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 1933 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 clauses (1)(i) and (1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
into the Registration Statement; (2) that for the purpose of determining any
liability under the 1933 Act, each such post-effective amendment 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; and (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 Registrant's 1996 Stock Option/Stock
Issuance Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into 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.
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C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 above
or otherwise, the Registrant has been informed that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 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 1933 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 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 Sausalito, State of California, on this 19th day
of October, 2000.
WILLIS LEASE FINANCE CORPORATION
By: /s/ CHARLES F. WILLIS, IV
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Charles F. Willis, IV
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of Willis Lease
Finance Corporation, a Delaware corporation, do hereby constitute and appoint
Charles F. Willis, IV, Donald A. Nunemaker and Nicholas J. Novasic, and each of
them, the lawful attorneys and agents, with full power and authority to do any
and all acts and things and to execute any and all instruments which said
attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents, or
any of them, shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
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SIGNATURES TITLE DATE
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/s/ CHARLES F. WILLIS, IV President, Director, Chief Executive October 19, 2000
---------------------------- Officer (Principal Executive
CHARLES F. WILLIS, IV Officer)
/s/ NICHOLAS J. NOVASIC Executive Vice President, Chief October 19, 2000
---------------------------- Financial Officer (Principal
Nicholas J. Novasic Financial Officer)
/s/ WILLIAM M. LEROY Director October 19, 2000
----------------------------
William M. LeRoy
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Signature Title Date
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/s/ WILLARD H. SMITH Director October 19, 2000
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Willard H. Smith
/s/ DONALD A. NUNEMAKER Director October 19, 2000
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Donald A. Nunemaker
/s/ DONALD E. MOFFITT Director October 19, 2000
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Donald E. Moffitt
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
WILLIS LEASE FINANCE CORPORATION
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EXHIBIT INDEX
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Exhibit Number Exhibit
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4 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 00-28774 on Form 8-A which is
incorporated herein by reference pursuant to Item 3(b).
5 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration
Statement.
99.1 Willis Lease Finance Corporation 1996 Stock Option/Stock Issuance
Plan (Amended and Restated as of April 24, 2000).
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