AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 7, 1999
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LMI AEROSPACE, INC.
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(Exact Name of Registrant as Specified in its Charter)
Missouri 43-1309065
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(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
3600 Mueller Road
St. Charles, Missouri 63302
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(Address of Principal Executive Offices) (Zip Code)
LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust
LMI Aerospace, Inc. 1998 Stock Option Plan
1989 Employee Incentive Stock Option Plan
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(Full Title of the Plan)
Lawrence E. Dickinson
Chief Financial Officer
P.O. Box 900, St. Charles, Missouri 63302
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(Name and Address of Agent for Service)
(314) 946-6525
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(Telephone Number, Including Area Code,
of Agent for Service)
Copies of All Correspondence to:
Douglas J. Bates, Esq
Gallop, Johnson & Neuman, L.C.
101 South Hanley Road, 16th Floor
St. Louis, Missouri 63105
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CALCULATION OF REGISTRATION FEE
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Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be offering price aggregate Registration
be registered registered(1) per share(2) offering price fee
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Common Stock 2,424,086 $5.125 $12,423,440 $3,457
$.02 par value
per share
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(1) Represents: (i) the number of shares (964,259) held by the trustee of, and
the estimated number of Shares (600,000) to be acquired by, the LMI
Aerospace, Inc. Profit Sharing and Savings Plan and Trust (the "401(k)
Plan"); (ii) the number of underlying shares (600,000) available for
issuance under the LMI Aerospace, Inc. 1998 Stock Option Plan; (iii) the
number of underlying shares (259,827) subject to unexercised options
granted under the 1989 Employee Incentive Stock Option Plan. In addition,
represents such shares as may be issued by reason of stock splits, stock
dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee. Such
estimate has been calculated in accordance with Rule 457(h) under the
Securities Act of 1933, and is based upon the average of the bid and asked
prices per share of the Registrant's Common Stock as reported by the
National Association of Securities Dealers Automated Quotation National
Market System on December 30, 1998.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered and sold pursuant to the 401(k) Plan described
herein.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Registrant's latest prospectus filed pursuant to Rule 424 (b)
under the Securities Act of 1933, as amended (the "Securities Act"), that
contains audited financial statements for the Registrant's latest fiscal year
for which such statements have been filed;
(b) All reports filed by the Registrant pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since
the end of the fiscal year covered by the annual report referred to in (a)
above; and
(c) The description of the Registrant's common stock which is contained
in the Registrant's Registration Statement on Form 8-A (File No. 000-24293)
filed on May 20, 1998 under the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference herein and filed prior to the filing hereof shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein modifies or supersedes such
statement, and any statement contained herein or in any other document
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 other subsequently filed document which also is 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 5. Interests of Counsel for Registrant
The validity of the Common Stock offered hereby will be passed upon for
the Registrant by Gallop, Johnson & Neuman, L.C., St. Louis, Missouri. Sanford
S. Neuman, a member of such firm, is the beneficial owner of 282,940 shares of
Common Stock and serves as a director of the Company.
Item 6. Indemnification of Directors and Officers
Sections 351.355(1) and (2) of The General and Business Corporation Law
of the State of Missouri provide that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful, except that, in the case of an action or suit by or in the right of
the corporation, the corporation may not indemnify such persons against
judgments and fines and no person shall be indemnified as to any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of the person's duty to the
corporation, unless and only to the extent that the court in which the action or
suit was brought determines upon application that such person is fairly and
reasonably entitled to indemnity for proper expenses. Section 351.355(3)
provides that, to the extent that a director, officer, employee or agent of the
corporation has been successful in the defense of any such action, suit or
proceeding or in defense of any claim, issue or matter therein, the person shall
be indemnified against expenses, including attorney's fees, actually and
reasonably incurred by such person in connection with such action, suit or
proceeding. Section 351.355(7) provides that a corporation may provide
additional indemnification to any person indemnifiable under subsection (1) of
(2), provided such additional indemnification is authorized by the corporation's
articles of incorporation or an amendment thereto or by a shareholder-approved
bylaw or agreement, and provided further that no person shall thereby be
indemnified against conduct which was finally adjudged to have been knowingly
fraudulent, deliberately dishonest or willful misconduct or which involves an
accounting for profits pursuant to Section 16(b) of the Exchange Act. Article 9
of the Articles permits the Company to enter into agreements with its directors,
officers, employees and agents to provide such indemnification as deemed
appropriate. Article 9 also provides that the Company may extend to its
directors and executive officers such indemnification and additional
indemnification.
The Company may procure and maintain a policy of insurance under which
the directors and officers of the Company will be insured, subject to the limits
of the policy, against certain losses arising from claims made against such
directors and officers by reason of any acts or omissions covered under such
policy in their respective capacities as directors or officers.
Item 8. Exhibits
The following exhibits are filed as part of this registration statement
or incorporated by reference herein.
Exhibit
Number Description
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5.1 Opinion of Gallop, Johnson & Neuman, L.C. filed herewith.
10.1 1989 Stock Option Plan, as amended, previously filed on Form S-1
(Registration No. 333-51357) and incorporated herein by reference.
10.12 Profit Sharing and Savings Plan and Trust, as amended, previously
filed on Form S-1 (Registration Statement No. 333-51357) and
incorporated herein by reference.
10.19 1998 Stock Option Plan, as amended, previously filed on Form S-1
(Registration No. 333-51357) and incorporated herein by reference.
23.1 Consent of Ernst & Young LLP filed herewith.
23.2 Consent of Gallop, Johnson & Neuman, L.C.(included in Exhibit 5.1).
24 Power of Attorney (included on signature page of the registration
statement).
<PAGE>
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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or
the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this registration
statement;
(iii) To include any material information with respect to 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 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
with or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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
of 1933 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 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.
<PAGE>
SIGNATURES
The Registrant. 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 St. Charles, State of Missouri, on January 7,
1998.
LMI AEROSPACE, INC.
By: /s/ Lawrence E. Dickinson
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Lawrence E. Dickinson
Chief Financial Officer and Secretary
POWER OF ATTORNEY
We, the undersigned officers and directors of LMI Aerospace, Inc.,
hereby severally and individually constitute and appoint Ronald S. Saks and
Lawrence E. Dickinson, and each of them, the true and lawful attorneys and
agents of each of us to execute in the name, place and stead of each of us
(individually and in any capacity stated below) any and all amendments to this
Registration Statement on Form S-8 and all instruments necessary or advisable in
connection therewith and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have the power to act with or
without the other and to have full power and authority to do and perform in the
name and on behalf of each of the undersigned every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and purposes as
any of the undersigned might or could do in person, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys and agents
and each of them to any and all such amendments and instruments.
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 dates indicated.
Signature Title Date
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/s/ Ronald S. Saks
- ------------------------- Chief Executive Officer, January 7, 1999
Ronald S. Saks President, and Director
- ------------------------- Chairman of the Board, January ___, 1999
Joseph Burstein and Director
/s/ Lawrence J. LeGrand
- ------------------------- Chief Operating Officer January 7, 1999
Lawrence J. LeGrand and Director
/s/ Lawrence E. Dickinson
- ------------------------- Chief Financial Officer January 7, 1999
Lawrence E. Dickinson and Secretary
/s/ Duane Hahn
- ------------------------- Vice President, Regional January 7, 1999
Duane Hahn Manager and Director
/s/ Sanford S. Neuman
- ------------------------- Assistant Secretary and January 7, 1999
Sanford S. Neuman Director
- ------------------------- Director January ___, 1999
Thomas M. Gunn
- ------------------------- Director January ___, 1999
Alfred H. Kerth, III
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Trustee (or other person who administers the 401(k) Plan) has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Charles, State of Missouri, on
January 7, 1999.
LMI AEROSPACE, INC. PROFIT SHARING AND
SAVINGS PLAN AND TRUST
By: LMI AEROSPACE, INC., as Plan Administrator
By: /s/ Lawrence E. Dickinson
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Lawrence E. Dickinson
Chief Financial Officer and Secretary
<PAGE>
FORM S-8
LMI AEROSPACE, INC.
EXHIBIT INDEX
Exhibit
Number Description
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5.1 Opinion of Gallop, Johnson & Neuman, L.C. filed herewith.
10.1 1989 Stock Option Plan, as amended, previously filed on Form S-1
(Registration No. 333-51357) and incorporated herein by reference.
10.12 Profit Sharing and Savings Plan and Trust, as amended, previously
filed on Form S-1 (Registration Statement No. 333-51357) and
incorporated herein by reference.
10.19 1998 Stock Option Plan, as amended, previously filed on Form S-1
(Registration No. 333-51357) and incorporated herein by reference.
23.1 Consent of Ernst & Young LLP filed herewith.
23.2 Consent of Gallop, Johnson & Neuman, L.C.(included in Exhibit 5.1).
24 Power of Attorney (included on signature page of the registration
statement).
January 7, 1999
Board of Directors
LMI Aerospace, Inc.
3600 Mueller Road
St. Charles, Missouri 63302
Re: Registration Statement on Form S-8
LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust
LMI Aerospace, Inc. 1998 Stock Option Plan
1989 Employee Incentive Stock Option Plan
Gentlemen:
We have served as counsel to LMI Aerospace, Inc. (the "Company") in
connection with various legal matters relating to the filing of a registration
statement on Form S-8 (the "Registration Statement") filed under the Securities
Act of 1933, as amended, and the Rules and Regulations promulgated thereunder,
relating to a total of 2,424,086 shares of common stock of the Company, par
value $0.02 per share (the "Shares"), that may be offered and sold through the
LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust, the LMI
Aerospace, Inc. 1998 Stock Option Plan and the 1989 Employee Incentive Stock
Option Plan (collectively, the "Plans").
We have examined such corporate records of the Company, such laws and
such other information as we have deemed relevant, including the Company's
Restated Articles of Incorporation, as amended, the Bylaws, as amended, the
Plans, certain resolutions adopted by the Board of Directors of the Company
relating to the Plans and certificates received from state officials. In
delivering this opinion, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
the originals of all documents submitted to us as certified, photostatic or
conformed copies, and the correctness of all statements submitted to us by
officers of the Company.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of
Missouri.
2. All Shares outstanding under the LMI Aerospace, Inc. Profit
Sharing and Savings Plan and Trust are validly issued and
outstanding, and will be fully paid and nonassessable.
3. All shares issuable under the Plans, if issued in accordance
with such Plans, will be, when so issued, validly issued and
outstanding, and fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name in the Registration Statement. We also
consent to your filing copies of this opinion as an exhibit to the Registration
Statement with agencies of such states as you deem necessary in the course of
complying with the laws of such states regarding the offer and sale of the
Shares pursuant to the Plans.
Very truly yours,
/s/ Gallop, Johnson & Neuman, L.C.
GALLOP, JOHNSON & NEUMAN, L.C.
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-________) pertaining to Profit Sharing and Savings Plan and Trust,
1998 Stock Option Plan, and the 1989 Employee Incentive Stock Option Plan of LMI
Aerospace, Inc. and of our report dated April 20, 1998 (except Note 12, as to
which the date is April 27, 1998), with respect to the financial statements of
LMI Aerospace, Inc. included in the Registration Statement (Form S-1 No. 333-
51357) and related Prospectus of LMI Aerospace, Inc., filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
St. Louis, Missouri
January 6, 1999
