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As Filed With The Securities And Exchange Commission on December 1, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------------
TriStar Aerospace Co.
(Exact name of issuer as specified in its charter)
Delaware 75-2665751
(State of incorporation) (I.R.S. employer identification no.)
2527 Willowbrook Road
Dallas, Texas 75220
(Address of principal executive office) (Zip code)
-------------------
1996 Stock Option Plan
1998 Stock Option Plan
(Full title of the plans)
Shauna Martin, General Counsel Timothy R. Vaughan
TriStar Aerospace Co. Crouch & Hallett, L.L.P.
2527 Willowbrook Road 717 N. Harwood Street
Dallas, Texas 75220 Suite 1400
(214) 366-5000 Dallas, Texas 75201
(214) 953-0053
(Names, addresses and telephone numbers, including area codes,
of agents for service)
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APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLANS:
Sales to the purchasers of securities proposed to be registered hereunder
will occur from time to time after the effective date of this Registration
Statement.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Aggregate Amount of
to be Registered Registered Price Per Share Offering Price Registration Fee*
------------------- ------------- ---------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, 2,910,444 $7.57 $22,032,062 $6,500
$0.01 par value
</TABLE>
- ------------------------------------------------------------------------------
* Estimated solely for purposes of calculating the registration fee, which has
been computed in accordance with Rule 457(h).
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ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed (i) through (iii) below are hereby incorporated by
reference into this Registration Statement. All documents subsequently filed
by the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (the "1934 Act") prior to filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.
(i) The registrant's latest annual report filed pursuant to Section 13
or 15(d) of the 1934 Act or the latest prospectus filed pursuant to Rule
424(b) or under the Securities Act of 1933, as amended, (the "1933 Act"),
which contains, either directly or by incorporation by reference, certified
financial statements for the registrant's latest fiscal year for which such
statements have been filed.
(ii) All other reports filed pursuant to Section 13(a) and 15(d) of
the 1934 Act since the end of the fiscal year covered by the annual reports
or the prospectus referred to in (i) above.
(iii) The description of the registrant's Common Stock, $.01 par value
("Common Stock") which is contained in the Company's latest registration
statement filed under the 1934 Act, including any amendments or reports filed
for the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Certificate of Incorporation (the "Certificate") of the Company
provides that a director will not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law (the
"Delaware Law"), which concerns unlawful payments of dividends, stock
purchases or redemptions, or (iv) for any transaction from which the director
derived an improper personal benefit. If the Delaware Law is subsequently
amended to permit further limitation of the personal liability of directors,
the liability of a
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director of the Company will be eliminated or limited to the fullest extent
permitted by the Delaware Law as amended.
The Company, as a Delaware corporation, is empowered by Section 145 of
the Delaware Law, subject to the procedures and limitation stated therein, to
indemnify any person against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with any threatened, pending or completed action, suit or
proceeding in which such person is made a party by reason of his being or
having been a director, officer, employee or agent of the Company. The
statute provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.
The Company currently maintains a Directors and Officers Liability
Insurance policy to cover indemnifiable losses of up to $20,000,000 that may
be payable by the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5 Opinion of Crouch & Hallett, LLP (filed herewith).
23(a) Consent of Arthur Andersen LLP (filed herewith).
23(b) Consent of Crouch & Hallett, LLP (included as part of Exhibit 5).
24 Power of Attorney (see signature page of this Registration
Statement)
ITEM 9. UNDERTAKINGS.
(1) The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of
the 1933 Act.;
(ii) Reflect in the prospectus any facts or events which,
individually or in the aggregate, represent a fundamental change in
the information set forth in this registration statement;
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(iii) Include any material information on the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;
provided, however, that (i) and (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 1934 Act that are incorporated by
reference in this registration statement.
(b) 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 the time shall be deemed to be the initial
bona fide offering thereof; and
(c) 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.
(2) 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
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the 1934 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.
(3) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the certificate of incorporation or bylaws of the
registrant 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 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 1933 Act, 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 Dallas and the State of Texas, on the 1st day of
December, 1998.
TRISTAR AEROSPACE CO.
By /s/ QUENTIN BOURJEAURD
-------------------------------------
Quentin Bourjeaurd
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Quentin Bourjeaurd and Douglas
E. Childress, and each of them, each with full power to act without the
other, his or her true and lawful attorneys-in-fact and agents, each 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 or 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 each of said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he or she might or could
do in person hereby ratifying and confirming that each of said
attorneys-in-fact and agents or his substitutes may lawfully do or cause to
be done by virtue hereof.
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Pursuant to the requirements of the 1933 Act, this registration
statement has been signed below by the following persons in the capacities
and on December 1, 1998.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/S/ QUENTIN BOURJEAURD President and Chief Executive Officer,
- ----------------------------------- and Director (Principal Executive
Quentin Bourjeaurd Officer)
/S/ DOUGLAS E. CHILDRESS Executive Vice President, Chief
- ----------------------------------- Financial Officer and Director
Douglas E. Childress (Principal Financial and Accounting
Officer)
/S/ CHARLES BALCHUNAS Executive Vice President, Chief Operating
- ----------------------------------- Officer and Director
Charles Balchunas
/S/ BRIAN E. BARENTS Director
- -----------------------------------
Brian E. Barents
/S/ CINDY B. BROWN Director
- -----------------------------------
Cindy B. Brown
/S/ JAMES L. HERSMA Director
- -----------------------------------
James L. Hersma
</TABLE>
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INDEX TO EXHIBITS
5 Opinion of Crouch & Hallett, LLP (filed herewith).
23(a) Consent of Arthur Andersen LLP (filed herewith).
23(b) Consent of Crouch & Hallett, LLP (included as part of Exhibit 5).
24 Power of Attorney (see signature page of this Registration
Statement).
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EXHIBIT 5
(214) 953-0053
December 1, 1998
TriStar Aerospace Co.
2527 Willowbrook
Dallas, Texas 75220
Gentlemen:
We have served as counsel for TriStar Aerospace Co., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed under the Securities Act of
1933, as amended, covering the issuance of a maximum of 2,910,444 shares (the
"Shares") of Common Stock, $.01 par value, of the Company to be issued in
connection with the 1996 Stock Option Plan and the 1998 Stock Option Plan.
We have examined such documents and questions of law as we have deemed
necessary to render the opinion expressed herein. Based upon the foregoing,
we are of the opinion that the Shares, when issued and delivered, will be
duly and validly issued and outstanding, fully paid and non-assessable.
We consent to the use of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ CROUCH & HALLETT, LLP
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports
dated November 26, 1997 on the consolidated financial statements of TriStar
Aerospace Co., January 24, 1997 on the combined financial statements of
Tri-Star Aerospace, Inc. and May 9, 1997 on the financial statements of the
Aviall Aerospace Business Unit of Aviall, Inc., included in TriStar Aerospace
Co.'s Form S-1 filed on February 13, 1998, as amended on April 27, 1998, and
to all references in our Firm included in this registration statement.
/S/ ARTHUR ANDERSEN LLP
Tulsa, Oklahoma
December 1, 1998
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