As filed with the Securities and Exchange Commission on June 7, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FIRST AVIATION SERVICES INC.
(Exact name of registrant as specified in its charter)
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Delaware 06-1419064
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
15 Riverside Avenue
Westport, Connecticut 06880-4214
Telephone: (203) 291-3300
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
FIRST AVIATION SERVICES INC. STOCK INCENTIVE PLAN
(Full title of the plan)
Michael C. Culver
15 Riverside Avenue
Westport, Connecticut 06880-4214
Telephone: (203) 291-3300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
Fredrick S. Green, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered(1) per share(2) price(2) fee(2)
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<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 per share 400,000 $5-9/16 $2,225,200 $619
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(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the
Securities Act of 1933.
(2) Pursuant to Rule 457(h), the maximum offering price, per share and in the
aggregate, and the registration fee were calculated based upon average of
the high and low prices of the Common Stock on June 3, 1999, as reported
on the National Association of Securities Dealers Automated Quotation
System National Market System.
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<PAGE>
EXPLANATORY NOTE
On April 25, 1997 First Aviation Services Inc. (the "Company") filed a
Registration Statement on Form S-8 (Registration No. 333-25915), the contents of
which are hereby incorporated by reference, covering 400,000 shares of the
Company's common stock, par value $0.01 (the "Common Stock") for issuance
pursuant to awards granted under the First Aviation Services Inc. Stock
Incentive Plan, as amended (the "Plan").
At the Company's Annual Meeting of Stockholders held on August 25, 1997,
the stockholders approved an amendment to the Plan increasing the number of
shares of Common Stock that could be issued under the Plan to 800,000. The
purpose of this Registration Statement is to register the additional 400,000
shares of Common Stock available for award under the Plan, as previously
approved by the Company's stockholders.
<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Westport, State of Connecticut, on this 7th day of
June, 1999.
First Aviation Services Inc.
By: /s/ Michael C. Culver
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Michael C. Culver
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Michael
C. Culver, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said 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 in and about the
premises, 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 signed by the following persons in the
capacities and on the date indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Aaron P. Hollander Chairman of the Board June 7, 1999
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Aaron P. Hollander
/s/ Michael C. Culver Chief Executive Officer and Director June 7, 1999
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Michael C. Culver
/s/ John A. Marsalisi Chief Financial Officer and Director June 7, 1999
- ---------------------- (Principal Financial and Accounting Officer)
John A. Marsalisi
/s/ Joshua S. Friedman Director June 7, 1999
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Joshua S. Friedman
/s/ Robert L. Kirk Director June 7, 1999
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Robert L. Kirk
/s/ Charles B. Ryan Director June 7, 1999
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Charles B. Ryan
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Restated Certificate of Incorporation (incorporated by reference
and filed as an Exhibit to the Company's Registration Statement
on Form S-1 (No. 333-18647), as amended, (the "S-1 Registration
Statement").
4.2 Restated Bylaws (incorporated by reference and filed as an
Exhibit to the Company's S-1 Registration Statement).
4.3 First Aviation Services Inc. Stock Incentive Plan (incorporated
by reference and filed as an Exhibit to the S-1 Registration
Statement).
4.4 Amendment No. 1 to the First Aviation Services Inc. Stock
Incentive Plan (incorporated by reference and filed as an Exhibit
to the Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1998).
5. Opinion of Weil, Gotshal & Manges LLP (opinion of counsel).
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Weil, Gotshal & Manges LLP, (included in Exhibit 5).
24. Power of Attorney (included as part of the signatures page to
this Registration Statement and incorporated herein by
reference).
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Exhibit 5
Letterhead of Weil, Gotshal & Manges LLP
June 7, 1999
First Aviation Services Inc.
15 Riverside Avenue
Westport, Connecticut 06880
Ladies and Gentlemen:
We have acted as counsel to First Aviation Services Inc. (the
"Corporation") in connection with the preparation of the Registration Statement
on Form S-8 (the "Registration Statement') filed by the Corporation with the
Securities and Exchange Commission on the date hereof with respect to 400,000
additional shares of Common Stock, par value $.01 per share (the "Common
Stock"), of the Corporation being registered in connection with the First
Aviation Services Inc. Stock Incentive Plan, as amended ("the "Plan").
In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Registration Statement, the Plan and such
corporate records, agreements, documents and other instruments and such
certificates or comparable documents of public officials and of officers and
representatives of the Corporation, and have made such inquiries of such
officers and representatives, as we have deemed relevant and necessary as a
basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Corporation.
Based upon the foregoing, and subject to the qualifications stated herein,
we are of the opinion that the 400,000 shares of Common Stock being registered
pursuant to the Registration Statement have been duly authorized and, if when
issued and delivered upon receipt by the Corporation of the required
consideration in accordance with the Plan, will be validly issued, fully paid
and non-assessable.
We hereby consent to the filing of a copy of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement.
The opinions expressed herein are limited to the laws of the State of New
York, the corporate laws of the State of Delaware and the federal laws of the
United States, and we express no opinion as to the effect on the matters covered
by this letter of the laws of any other jurisdiction.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-_____) pertaining to the Stock Incentive Plan of First Aviation
Services Inc. of our report dated March 24, 1999 (except for Note 6, as to which
the date is April 28, 1999), with respect to the consolidated financial
statements and schedule of First Aviation Services Inc. incorporated by
reference in the Annual Report on Form 10-K/A for the year ended January 31,
1999.
Stamford, Connecticut /s/ Ernst & Young LLP
June 7, 1999
