As filed with the Securities and Exchange Commission
on July 8, 1997.
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
INTERNATIONAL AIRCRAFT INVESTORS
(Exact name of registrant as specified in its charter)
___________________
California 95-4176107
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3655 Torrance Boulevard, Suite 410, Torrance, California 90503
(Address of principal executive offices)
INTERNATIONAL AIRCRAFT INVESTORS 1997 ELIGIBLE DIRECTORS STOCK OPINION PLAN
(Full title of the plan)
___________________
William E. Lindsey
International Aircraft Investors
3655 Torrance Boulevard, Suite 410
Torrance, California 90503
(Name and address of agent for service)
___________________
Telephone number, including area code, of agent for service:
(310) 316-3080
___________________
Copy to:
Richard A. Boehmer, Esq.
O'Melveny & Myers LLP
400 South Hope Street, Suite 1500
Los Angeles, California 90071
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per unit price fee
Common Stock, 50,000<1> $9,875 $493,750 $146
without par value shares
__________
<FN>
<1> This Registration Statement covers, in addition to the
number of shares of Common Stock stated above, options and
other rights to purchase or acquire the shares of Common
Stock covered by the Prospectus and, pursuant to Rule 416,
an additional indeterminate number of shares which by
reason of certain events specified in the Plan may become
subject to the Plan.
<2> Pursuant to Rule 457(h), the maximum offering price, per
share and in the aggregate, and the registration fee were
calculated based upon the average of the high and low
prices of the Common Stock on February 11, 1998 on the
Nasdaq National Market as published in the Western Edition
of The Wall Street Journal.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be
filed with the Securities and Exchange Commission either as part of
this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents, which include
the statement of availability required by Item 2 of Form S-8, and
the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The description of the Common Stock of International
Aircraft Investors (the "Company") contained in its Form 8-A dated
October 6, 1997 and any amendment or report filed for the purpose
of updating such description is incorporated herein by reference.
In addition, the Company's Prospectus, dated November 5, 1997,
filed under Rule 424(b) (File No. 333-19875) under the Securities
Act of 1933, as amended, and the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997 filed under the
Securities Exchange Act of 1934, as amended, are hereby
incorporated herein by reference.
All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, 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, are deemed to be incorporated by reference into the
prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document, all or
a portion of which is 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 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 such statement
so modified or superseded shall not be deemed, except as so
modified or amended, 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
The Amended and Restated Articles of Incorporation of the
Company contain provisions eliminating the personal liability of
the directors to the Company or its shareholders to the fullest
extent permitted under the California General Corporations Law.
The Bylaws of the Company provide for indemnification of directors,
officers, employees and agents of the Company consistent with the
provisions of the California General Corporation Law. The Company
also has entered into Indemnity Agreements with each director and
officer of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index.
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 Securities
Act of 1933 (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 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 paragraphs (a)(1)(i) and
(a)(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 by the registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are
incorporated by reference in the 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 regis-
tration 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
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
provisions described in Item 6 above, 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
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.
<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 Los Angeles, State of California, on this 17th day of
February, 1998.
INTERNATIONAL AIRCRAFT INVESTORS
By: __/s/ MICHAEL P. GRELLA__
Michael P. Grella
President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
/s/ WILLIAM E. LINDSEY Chairman of the Board, February 17, 1998
William E. Lindsey Chief Executive Officer
and Director (Principal
Executive Officer)
/s/ MICHAEL P. GRELLA President and Director February 17, 1998
Michael P. Grella
/s/ RICHARD O. HAMMOND Vice President -- Finance February 17, 1998
Richard O. Hammond and Treasurer (Principal
Financial Officer)
/s/ ALAN G. STANFORD, JR. Vice President -- Controller February 17, 1998
Alan G. Stanford, Jr. (Principal Accounting
Officer)
/s/ STUART M. WARREN Director February 17, 1998
Stuart M. Warren
/s/ AARON MENDELSOHN Director February 17, 1998
Aaron Mendelsohn
/s/ CHRISTER SALEN Director February 17, 1998
Christer Salen
/s/ KENNETH TAYLOR Director February 17, 1998
Kenneth Taylor
/s/ RALPH O. HELLMOLD Director February 17, 1998
Ralph O. Hellmold
/s/ MAGNUS GUNNARSSON Director February 17, 1998
Magnus Gunnarsson
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4. International Aircraft Investors 1997
Eligible Directors Stock Option Plan
(filed as an exhibit to the
Company's Registration Statement
(File No. 333-19875) and
incorporated herein by reference)
5. Opinion of O'Melveny & Myers LLP
(opinion re legality).
23.1 Consent of KPMG Peat Marwick LLP,
Independent Certified Public
Accountants.
23.2 Consent of Counsel (included in Exhibit 5).
February
17th
1 9 9 8
(213) 669-6000
411,967-001
LA1-778246.V1
International Aircraft Investors
3655 Torrance Boulevard, Suite 410
Torrance, California 90503
Ladies and Gentlemen:
This opinion is rendered in connection with the filing
by International Aircraft Investors, a California corporation
(the "Company"), of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as
amended, covering 50,000 shares of Common Stock, no par value
(the "Shares"), of the Company to be issued pursuant to its 1997
Eligible Directors Stock Option Plan (the "Plan").
We have examined such records of the Company and other
documents as we have deemed necessary for the purposes of this
opinion. Based upon such examination and upon such matters of
fact and law as we have deemed relevant, we are of the opinion
that when the Shares are issued and paid for in accordance with
any appropriate action or authorization by the Board of Directors
of the Company or an authorized committee thereof as required or
contemplated under the Plan and in accordance with the provisions
of the Plan and relevant agreements duly authorized by and
completed in accordance with the terms of the Plan, the Shares
will be validly issued, fully paid and non-assessable.
We hereby consent to the Registration Statement.
Respectfully submitted,
O'MELVENY & MYERS LLP
<PAGE>
We consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the International Aircraft
Investors 1997 Eligible Directors Stock Option Plan of our report
dated January 31, 1997, except the third paragraph of Note 9
which is as of March 4, 1997 and Note 5 which is as of March 26,
1997, included in the Prospectus of International Aircraft
Investors dated November 5, 1997.
KPMG PEAT MARWICK LLP
Los Angeles, California
February 13, 1998
