AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 24, 1998
REGISTRATION NO. _____________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ADVANCED ELECTRONIC SUPPORT PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-2327381
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1810 N.E. 144TH STREET, NORTH MIAMI, FLORIDA 33181
(Address of Principal Executive Offices) (Zip Code)
ADVANCED ELECTRONIC SUPPORT PRODUCTS, INC. 1996 STOCK OPTION PLAN
(Full title of the plan)
SLAV STEIN, CHIEF EXECUTIVE OFFICER, 1810 N.E. 144TH STREET,
NORTH MIAMI, FLORIDA 33181
(Name and address of agent for service)
(305) 944-7710
(Telephone number, including area code, of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED(1) PER SHARE PRICE REGISTRATION FEE
---------------------- ------------- -------------- ------------------ ----------------
<S> <C> <C> <C> <C> <C>
Common Stock, $.001 265,000 shares(2) $3.00 $795,000 $241
par value
- -------------------------------------------------------------------------------------------------------------
TOTAL $241
</TABLE>
(1) Pursuant to Rule 416(c), promulgated under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount
of securities to be offered or sold as a result of any adjustments from
stock splits, stock dividends or similar events.
(2) Represents shares of Common Stock of Advanced Electronic Support Products,
Inc. (the "Company" or the "Registrant") issuable upon the exercise of a
like number of outstanding stock options granted to by the Registrant, in
accordance with the terms and conditions of the Advanced Electronic
Support Products, Inc. 1996 Stock Option Plan (the "Plan").
(ii)
<PAGE>
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Advanced Electronic Support
Products, Inc. 1996 Stock Option Plan (the "Plan"), as specified by Rule 428 (b)
(1) promulgated by the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
(Not Required in Prospectus)
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Registrant with the Commission are
incorporated herein by reference.
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1997.
(b) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1998.
(c) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended June 30, 1998.
(d) The description of the Registrant's Common Stock contained in the
Company's Registration Statement on Form SB-2 filed with the
Securities and Exchange Commission and declared effected on
February 19, 1996 (File No. 333-15967), and any amendment or
report filed with the Commission for the purpose of updating such
description.
In addition, all documents filed by the Registrant and the Plan with
the Commission pursuant to Section 13(a), (13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, after the date of this Registration Statement
and prior to the termination of the offering shall be deemed to be incorporated
by reference into this Registration Statement and to be a part hereof from the
date of the filing of such document with the Commission. Any statement contained
in a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of the Registration Statement 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
superseded such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of the
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered is registered
under Section 12 of the Exchange Act.
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<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the provisions of Section 607.0850(1) of the Florida
Business Corporation Act, the Company has the power to indemnify any person who
is or was a party to any proceeding (other than an action by, or in the right
of, the Company), because such person is or was a director, officer, employee,
or agent of the Company (or is or was serving at the request of the Company
under specified capacities) against liability incurred in connection with such
proceeding provided such person acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best interest of the
Company (and with respect to any criminal action or proceeding, such person had
no reasonable cause to believe such person's conduct was unlawful).
With respect to a proceeding by or in the right of the Company to
procure a judgment in its favor, Section 607.0850(2) of the Florida Business
Corporation Act provides that the Company shall have the power to indemnify any
person who is or was a director, officer, employee, or agent of the Company (or
is or was serving at the request of the Company under specified capacities)
against expenses and amounts paid in settlement not exceeding, in the judgment
of the Board of Directors, the estimated expense of litigating the proceeding to
conclusion, actually and reasonably incurred in connection with the defense or
settlement of such proceeding provided such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to, the best
interest of the Company, 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 in which the proceeding was brought, shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses.
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) if such a
quorum is not attainable or by majority vote of a committee designated by the
Board of Directors consisting of two or more directors not parties to the
proceeding, (c) by independent legal counsel selected by the Board of Directors
described in the foregoing parts (a) and (b), or if a quorum cannot be obtained,
then selected by a majority vote of the full Board of Directors, or (d) by the
shareholders by a majority vote of a quorum consisting of shareholders who are
not parties to such proceeding.
Section 607.0850(12) of the Florida Business Corporation Act permits
the Company to purchase and maintain insurance on behalf of any director,
officer, employee or agent of the Company (or is or was serving at the request
of the Company in specified capacities) against any
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<PAGE>
liability asserted against such person or incurred by such person in any such
capacity whether or not the Company has the power to indemnify such person
against such liability.
The Articles of Incorporation of the Company (the "Articles") provide
for the indemnification of directors and officers of the Company to the fullest
extent permitted by Section 607.0850 of the Florida Business Corporation Act.
The Articles further provide 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 Articles also contain a provision that eliminates the personal
liability of the Company's directors to the Company for monetary damages unless
the director has breached his or her fiduciary duty and such breach constitutes
or includes certain violations of criminal law, a transaction from which the
director derived an improper personal benefit, certain unlawful distributions or
certain other reckless, wanton or wilful acts or misconduct. This provision does
not alter a director's liability under the federal securities laws. In addition,
this provision does not affect the availability of equitable remedies, such as
an injunction or rescission, for breach of fiduciary duty.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement are as
follows:
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4.1 -- Amended and Restated Articles of Incorporation of the
Registrant, as amended, (incorporated by reference to
Registration Statement on Form 8-A --
(File No. 0-21889)).
4.2 -- Second Amended and Restated Bylaws of the Registrant
(incorporated by reference to Registration Statement on Form
SB-2 -- (File No. 333-15967)).
4.3 -- Form of Common Stock Certificate (incorporated by reference
to Registration Statement on Form SB-2 --
(File No. 333-15967)).
-4-
<PAGE>
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.
10.1 -- The Advanced Electronic Support Products, Inc. 1996 Stock
Option Plan (incorporated by reference to the Registrant's
Registration Statement on Form SB-2 -- File No. 333-15967).
23.1 -- Consent of BDO Seidman LLP.
23.2 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in
opinion filed as Exhibit 5.1).
24.1 -- Powers of Attorney -- included as part of the signature
page hereto.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
A. (1) To file, during any period in which offers or sales are being
made, a post- effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act.
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set fort in the Registration
Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating
-5-
<PAGE>
to the securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore unenforceable in the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by; such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy and as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
-6-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Advanced Electronic Support Products, Inc., 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 the undersigned, thereunto duly authorized, in the City of North Miami,
State of Florida, on the 20th day of August, 1998.
ADVANCED ELECTRONIC SUPPORT PRODUCTS,
INC.
By: /S/ SLAV STEIN
----------------------------------
Slav Stein
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Slav Stein and Roman Briskin, and each of them, as true
and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities on the dates set forth below.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/S/ SLAV STEIN
- ------------------------------- President and Chief August 20, 1998
Slav Stein Executive Officer and
Director
/S/ RANDALL N. PAULFUS
- ------------------------------- Vice President, Treasurer August 20, 1998
Randall N. Paulfus and Chief Financial Officer
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/S/ ROMAN BRISKIN
- ------------------------------- Executive Vice President, August 20, 1998
Roman Briskin Secretary and Director
/S/ TERRENCE R. DAIDONE
- ------------------------------- Director August 20, 1998
Terrence R. Daidone
/S/ WILLIAM B. COLDRICK
- ------------------------------- Director August 20, 1998
William B. Coldrick
/S/ L. PHILLIPS REAMES
- ------------------------------- Director August 20, 1998
L. Phillips Reames
</TABLE>
-8-
<PAGE>
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------ ----------- ------
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A. ---
23.1 -- Consent of BDO Seidman LLP. ---
-9-
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
August 24, 1998
Advanced Electronic Support Products, Inc.
1810 N.E. 144th Street
North Miami, FL 33181
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have acted as counsel to Advanced Electronic Support Products, Inc.,
a Florida 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-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"). The Registration
Statement relates to an aggregate of 265,000 shares of the Company's common
stock, par value $.001 per share, all of which are issued and outstanding (the
"Shares").
This opinion has been prepared and is to be construed in accordance
with the Report on Standards for Florida Opinions dated April 8, 1991, issued by
the Business Law Section of The Florida Bar, 46 THE BUSINESS LAWYER, No. 4 (the
"Report"). The Report is incorporated by reference into this opinion.
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 when issued upon
payment therefor in accordance with the terms of the options granted under the
Plan, will be validly issued, fully paid and nonassessable.
The opinions expressed herein are limited to the corporate laws of the
State of Florida and we express no opinion as to the effect on the matters
covered by the laws of any other jurisdiction.
<PAGE>
Advanced Electronic Support Products, Inc.
August 24, 1998
Page 2
Our opinion as to the matters expressed herein is as of the date above and we
disclaim any obligation to update our opinion.
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 Statement. In
giving such consent, we do not thereby admit that we are included within the
category of persons whose consent is required under Section 7 of the Securities
Act to the rules and regulations promulgated thereunder.
Very truly yours,
/s/ AKERMAN, SENTERFITT & EIDSON, P.A.
--------------------------------------
AKERMAN, SENTERFITT & EIDSON, P.A.
EXHIBIT 23.1
Consent of Independent Certified Public Accountants
Advanced Electronic Support Products, Inc.
Miami, Florida
We hereby consent to the incorporation by reference in this Registration
Statement of our report dated March 20, 1998, relating to the consolidated
financial statements of Advanced Electronic Support Products, Inc. appearing in
the Company's Annual Report on Form 10-K for the year ended December 31, 1997.
/s/ BDO SEIDMAN, LLP
- ---------------------------
BDO Seidman, LLP
Miami, FLorida
August 19, 1998
