AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 2000
| Registration No. 333-__________ |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LMI AEROSPACE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Missouri
(State or Other Jurisdiction of
Incorporation or Organization)
|
43-1309065
(I.R.S. Employer
Identification No.)
|
|
3600 Mueller Road
St. Charles, Missouri
(Address of Principal Executive Offices) |
63302
(ZIP Code)
|
Amended and Restated LMI Aerospace, Inc. 1998
Stock Option Plan
(Full Title of the Plan)
Lawrence E. Dickinson
Chief Financial Officer
P.O. Box 900, St. Charles, Missouri 63302
(Name and Address of Agent for Service)
(636) 946-6525
(Telephone Number, Including Area Code,
of Agent for Service)
Copies of All Correspondence to:
Sanford S. Neuman, Esq.
Gallop, Johnson & Neuman, L.C.
101 South Hanley Road, 16th Floor
St. Louis, Missouri 63105
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES
TO BE REGISTERED |
AMOUNT TO BE
REGISTERED(1)
|
PROPOSED MAXIMUM
OFFERING PRICE PER SHARE(2) |
PROPOSED MAXIMUM
AGGREGATE OFFERING PRICE
|
AMOUNT OF
REGISTRATION FEE
|
Common Stock $.02
par value per share |
300,000 |
$2.875 |
$862,500 |
$227.70
|
| (1) |
Represents the maximum number of additional underlying shares of Common Stock
(300,000) available for issuance under the Amended and Restated LMI Aerospace,
Inc. 1998 Stock Option Plan. The Registrant previously filed with the Securities
and Exchange Commission on January 7, 1999, a Registration Statement on Form S-8
(Reg. No. 333-70259) relating to 600,000 shares of Common Stock offered under
such 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 high and low prices
per share of the Registrant’s Common Stock as reported by the NASDAQ
National Market System on May 25, 2000. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Registrant previously filed with the Securities and Exchange Commission on January 7, 1999, a
registration statement on Form S-8 (Reg. No. 333-70259) relating to 600,000 shares of Common Stock offered
under the LMI Aerospace, Inc. 1998 Stock Option Plan (the "Option Plan S-8"). The contents of the Option
Plan S-8, including exhibits thereto, are incorporated herein by reference, except to the extent
superseded or modified by the specific information set forth below or the specific exhibits attached
hereto. The Registrant recently amended and restated the LMI Aerospace, Inc. 1998 Stock Option Plan to
permit the participation of the Company's non-employee directors in the plan, as well as to increase the
total number of shares of Common Stock available under the plan from 600,000 to 900,000. This
Registration Statement is being filed to register the plan as so amended and restated.
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 annual report filed on Form 10-K for the fiscal
year ended December 31, 1999 pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act");
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(b)
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The Registrant's quarterly reports filed on
Form 10-Q for the quarter ended March 31,
2000, pursuant to Section 13 or 15(d) of the Exchange Act;
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(c)
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The Registrant's current report filed on
Form 8-K on April 21, 2000 pursuant to Section
13 or 15(d) of the Exchange Act; and
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(d)
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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 292,240 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) or (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
| 5.1 |
Opinion of Gallop, Johnson & Neuman, L.C. filed herewith.
|
| 10.37 |
Amended and Restated 1998 Stock Option Plan filed herewith. |
| 23.1 |
Consent of Ernst & Young LLP filed herewith.
|
| 23.2 |
Consent of Gallop, Johnson & Neuman, L.C. (included in Exhibit 5.1).
|
| 25 |
Power of Attorney (included on signature page of the registration statement). |
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
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(1)
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: |
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(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of
1933; |
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(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; |
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(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; |
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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 this registration
statement. |
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(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. |
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(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.
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 May 24, 2000.
| By: /s/ Lawrence E. Dickinson
|
|
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.
/s/ Ronald S. Saks
Ronald S. Saks | Chief Executive Officer,
President, and Director
| May 24, 2000 |
/s/ Joseph Burstein
Joseph Burstein | Chairman of the Board,
and Director
| May 24, 2000 |
/s/ Lawrence J. LeGrand
Lawrence J. LeGrand | Executive Vice President
Finance and Acquisitions
and Director
| May 24, 2000 |
/s/ Lawrence E. Dickinson
Lawrence E. Dickinson | Chief Financial Officer,
and Secretary
| May 24, 2000 |
/s/ Duane Hahn
Duane Hahn | Vice President, Regional
Manager and Director
| May 24, 2000 |
/s/ Sanford S. Neuman
Sanford S. Neuman | Assistant Secretary and
Director
| May 24, 2000 |
/s/ Thomas M. Gunn
Thomas M. Gunn | Director
| May 24, 2000 |
/s/ Alfred H. Kerth, III
Alfred H. Kerth, III | Director
| May 24, 2000 |
/s/ Thomas Unger
Thomas Unger | Director
| May 24, 2000 |
FORM S-8
LMI AEROSPACE, INC.
EXHIBIT INDEX
Exhibit
Number |
Description |
| 5.1 |
Opinion of Gallop, Johnson & Neuman, L.C. filed herewith.
|
| 10.37 |
Amended and Restated 1998 Stock Option Plan filed herewith. |
| 23.1 |
Consent of Ernst & Young LLP filed herewith.
|
| 23.2 |
Consent of Gallop, Johnson & Neuman, L.C. (included in Exhibit 5.1).
|
| 25 |
Power of Attorney (included on signature page of the registration statement). |
