As filed with the Securities and Exchange Commission on May 26, 2000
Registration No. 333
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AVIATION GENERAL, INCORPORATED
(Exact name of issuer as specified in its charter)
Delaware 73-1547645
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
7200 NW 63rd Street
Hangar 8, Wiley Post Airport
Bethany, Oklahoma 73008
(405) 440-2255
(Address of Principal Executive Offices and Zip Code)
1993 Stock Option Plan
(Full Title of the Plan)
Wirt D. Walker, III
Chairman and Chief Executive Officer
7200 NW 63rd Street
Hangar 8, Wiley Post Airport
Bethany, Oklahoma 73008
(405) 440-2255
(Telephone number, including area code, of agent for service)
Copy to:
John F. Kearney
Dyer Ellis & Joseph, P.C.
600 New Hampshire Avenue, N.W.
Washington, D.C. 20037
(202) 944-3000
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CALCULATION OF REGISTRATION FEE
- ----------------------------------- ------------------ ------------------- -------------------- -------------------
Title of securities Amount to Proposed maximum Proposed maximum Amount of
to be registered be registered offering price aggregate offering registration fee
per share (1) price (1) (1)
- ----------------------------------- ------------------ ------------------- -------------------- -------------------
- ----------------------------------- ------------------ ------------------- -------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.50 per share 1,250,000 $2.75 $3,437,500 $907.50
- ----------------------------------- ------------------ ------------------- -------------------- -------------------
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(1) Pursuant to Rule 457(c) and (h), the proposed maximum aggregate offering
price per share and the proposed maximum aggregate offering price are
estimated solely for purposes of calculating the registration fee.
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7
INTRODUCTION
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 is filed by Aviation General,
Incorporated, a Delaware corporation (the "Company"), to register an additional
1,250,000 shares of the Company's Common Stock, par value $0.50 per share,
issuable from time to time under the Company's 1993 Stock Option Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS
Pursuant to the general instructions for registration statements on
Form S-8, Part 1 (information required in the Section 10(a) Prospectus) is not
filed as part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant hereby incorporates by reference into this registration
statement the following documents filed by the registrant with the Securities
and Exchange Commission:
(a) Annual Report on Form 10-K for the fiscal year ended December
31, 1999; and
(b) The description of the registrant's Common Stock, $0.50 par
value, incorporated by reference to the registrant's
Registration Statement on Form S-4, Commission File No.
333-56731, filed with the Commission on June 12, 1998.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all 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.
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 Company's Certificate of Incorporation and By-laws provide for
indemnification of directors, officers, agents and employees of the Company to
the fullest extent permitted by law. Section 145 of the General Corporation Law
currently provides as follows:
(a) A corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suite or proceeding, whether
civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that the
person 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
expresses (including attorneys fees) judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted,
including any appeal thereof, if he 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 the person's conduct
was unlawful. The termination of any proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which 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
reasonable cause to believe that his conduct was unlawful.
(b) A corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit proceeding by or in the
right of the corporation to procure a judgment in its favor 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), actually and reasonably
incurred by the person in connection with the defense or settlement of
such proceeding, including any appeal thereof. Such indemnification
shall be authorized 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 except that no indemnification shall
be made in respect of any claim, issue, or matter as to which such
person shall have been adjudged to be liable to the corporation unless
and only to the extent that the Court of Chancery or the court in which
such action or suit was brought of competent jurisdiction, shall
determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.
(c) To the extent that a present or former director or officer
of a corporation has been successful on the merits or otherwise in
defense of any proceeding referred to in subsections (a) and (b), or in
defense of any claim, issue, or matter therein, such person shall be
indemnified against expenses (including attorney's fees) actually and
reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because the person has met the
applicable standard of conduct set forth in subsections (a) and (b) of
this section. Such determination shall be made with respect to a person
who is a director or officer at the time of such determination:
(1) by a majority vote of the directors who are not parties to
such action, suit or proceeding even though less than a
quorum, or
(2) by a committee of such directors designated by majority
vote of such directors, even though less than a quorum, or;
(3) if there are no such directors, of such directors so direct, by
independent legal counsel in a written opinion,
(e) Expenses (including attorney's fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action suit or proceeding may be paid by the corporation
in advance of the final disposition of such proceeding upon receipt of
an undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately, be determined that such person is
not found not to be entitled to be indemnified by the corporation as
authorized to this section. Expenses incurred by other employees and
agents may be paid in advance upon such terms or conditions that the
board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action such person's official capacity and as to
action in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who 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 any liability asserted against such person and
incurred by such person in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to
indemnify against such liability under of this section.
(h) For purposes of this section, references to the
"corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger, which if its
separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any
person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise shall stand in the same position under this section with
respect to the resulting or surviving corporation as such person would
have with respect to such constituent corporation if its separate
existence had continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans;
(j) Indemnification and advancement of expenses provided by,
or granted pursuant to, this section shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee, or agent and shall inure to the
benefit of the heirs, executors, and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses indemnification brought under this section or under any bylaw,
agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a
corporation's obligation to advance expenses (including attorneys'
fees).
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Opinion of counsel as to the legality of securities being registered
10.1* 1993 Stock Option Plan
23.1 Consent of Grant Thornton LLP
23.3 Consent of Dyer Ellis & Joseph (included as part of Exhibit 5.1)
*Incorporated by reference to Exhibit 10.53 to the Form 10-K filed March 28,
1996 by Commander Aircraft Company (the registrant's predecessor).
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 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 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 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 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 Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Washington, D.C. on the
25th day of May 2000.
AVIATION GENERAL, INCORPORATED
By: /s/ WIRT D. WALKER, III
---------------------------
Wirt D. Walker, III
Chairman of the Board of Directors
Chief Executive Officer
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.
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SIGNATURE TITLE DATE
<S> <C> <C>
/s/ WIRT D. WALKER Chairman of the Board, and May 26, 2000
- -----------------------------
Wirt D. Walker, III Chief Executive Officer,
/s/ DEAN N. THOMAS President and Chief Operating Officer May 26, 2000
- ----------------------------
Dean N. Thomas
/s/ RON THOMASON Chief Financial Officer May 26, 2000
- ----------------------------
Ron Thomason
/s/ MISHAL YOUSEF
SOUD AL SABAH Director May 26, 2000
- ---------------------------
Mishal Yousef Soud Al Sabah
/s/ N. GENE CRISS Director May 26, 2000
- ------------------------------
N. Gene Criss
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Description of Document Numbered Page
5.1 Opinion of counsel as to the legality of securities being registered
23.1 Consent of Grant Thornton LLP
23.3 Consent of Dyer Ellis & Joseph (included as part of Exhibit 5.1)
May 26, 2000
Aviation General, Incorporated
7200 NW 63rd Street
Hangar 8, Wiley Post Airport
Bethany, Oklahoma 73008
Ladies and Gentlemen:
We have acted as counsel for Aviation General, Incorporated, a Delaware
corporation (the"Company"), in connection with the registration of 1,250,000
shares of the Company's common stock being registered with the Securities and
Exchange Commission (the "Common Stock"). Based upon our examination of such
corporate records and other documents and such questions of law as we have
deemed necessary and appropriate, we are of the opinion that the Common Stock
has been duly authorized and is validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ DYER ELLIS & JOSEPH PC
Dyer Ellis & Joseph PC
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 12, 2000 accompanying the financial
statements included in the Annual Report of Aviation General, Inc. and
Subsidiaries on Form 10-K for the year ended December 31, 1999. We hereby
consent to the incorporation by reference of the aforementioned report in this
Registration Statement on Form S-8.
/s/ GRANT THORNTON LLP
GRANT THORNTON LLP
Oklahoma City, Oklahoma
May 22, 2000
