<PAGE>
As filed with the Securities and Exchange Commission on January 18, 2001
Registration No. 333-_____
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
Aviation Group, Inc.
(Exact name of Registrant as specified in its charter)
Texas 4512 75-2631373
(State of incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
700 North Pearl Street, Suite 2170
Dallas, Texas 75201
(214) 922-8100
(Address, including zip code and telephone
number, including area code, of
registrant's principal executive offices)
________________
With copies to:
<TABLE>
<S> <C> <C>
Daryl B. Robertson Bruce Czachor John H. Craig
Jenkens & Gilchrist, Shearman & Sterling Cassels, Brock & Blackwell LLP
A Professional Corporation 1550 El Camino Real 40 King Street West
1445 Ross Avenue, Suite 3200 Menlo Park, California 94025 Toronto, Ontario
Dallas, Texas 75202-2799 (650) 330-2223 Canada M5H 3C2
(214) 855-4500 (416) 869-5300
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this registration statement becomes
effective and the satisfaction of all conditions to the closing of the
arrangement described in the Joint Proxy Statement/Prospectus filed in the
Registration Statement on Form S-4 (No. 333-40352) which is incorporated by
reference in this Registration Statement.
_____________
If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-40352
---------
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
___________
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
==================================================================================================================
Title of Securities Amount To Be Proposed Maximum Proposed Maximum Amount of
To Be Registered Registered Offering Price Per Unit Aggregate Offering Registration Fee
Price
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 45,000,000 $0.8125 (2) $36,562,500 (2) $9,140.63
per share (1)
==================================================================================================================
</TABLE>
(1) The Registrant, Aviation Group, Inc. ("Aviation Group"), previously filed a
joint proxy statement/prospectus on Form S-4 (Commission file No. 333-40352)
to register 135,000,000 shares of the Registrant's common stock, $0.01 par
value (the "Aviation Common Stock"), for a total proposed maximum aggregate
offering price of $289,218,000, issuable in connection with the business
combination transaction between Aviation Group and travelbyus.com ltd.
("travelbyus.com"). Aviation Group is filing this registration statement on
Form S-4 pursuant to Rule 462(b) with respect to an additional 45,000,000
shares of Aviation Common Stock issuable in connection with (i) the business
combination based on an increase in the estimated number of common shares,
warrants, options and convertible securities of travelbyus.com which will be
outstanding at the closing of the business combination or (ii) the
conversion of Series C convertible preferred stock being offered to holders
of Series B preferred stock.
(2) Estimated solely for purposes of calculating the registration fee under Rule
457(f)(1) based on the average of the high and low prices reported on the
Nasdaq SmallCap Market of $0.8125 for the Registrant's common stock on
January 12, 2001.
================================================================================
<PAGE>
EXPLANATORY NOTE AND INCORPORATION OF INFORMATION BY REFERENCE
This registration statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and relates to the offering of shares of
common stock of Aviation Group, Inc., a Texas corporation ("Aviation Group") in
connection with the business combination of travelbyus.com ltd., an Ontario
corporation, and Aviation Group pursuant to an arrangement under Ontario law as
described in the joint proxy statement/prospectus on Form S-4, Registration No.
333-40352, as amended (the "Prior Registration Statement"). This registration
statement is being filed to register an additional 45,000,000 shares of common
stock of Aviation Group for issuance in connection with the arrangement or upon
conversion of Series C convertible preferred stock. The contents of the Prior
Registration Statement, including all exhibits thereto, are hereby incorporated
by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas on
January 17, 2001.
AVIATION GROUP, INC.
By: /s/ William Kerby
----------------------------------------
William Kerby
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, jointly and severally, Lee B. Sanders and
Richard L. Morgan, or any of them, with full power to act alone, his true and
lawful attorney-in-fact, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the SEC, granting unto said attorneys-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary to be done as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact or
any of them may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons on behalf of Aviation
Group, Inc. and in the capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William Kerby President, Chief Executive Officer January 17, 2001
------------------------------ and Director
William Kerby
/s/ Lee Sanders Chairman of the Board and Director January 17, 2001
------------------------------
Lee Sanders
/s/ Richard L. Morgan Director, Executive Vice President January 17, 2001
------------------------------ Chief Financial Officer and Chief
Richard L. Morgan Accounting Officer
/s/ Charles Weed Director January 17, 2001
------------------------------
Charles Weed
Director
------------------------------
Gordon Whitener
/s/ Hank Clements Director January 17, 2001
------------------------------
Hank Clements
/s/ John Fenyes Director January 17, 2001
------------------------------
John Fenyes
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number
------
5.1 - Opinion of Jenkens & Gilchrist, a Professional Corporation, as to the
legality of the securities being offered
23.1 - Consent of Jenkens & Gilchrist, a Professional Corporation (included in
Exhibit 5.1)
23.2 - Consents of PricewaterhouseCoopers LLP
23.3 - Consent of Hein + Associates LLP
23.4 - Consent of BDO Seidman LLP
23.5 - Consent of Ernst & Young LLP
23.6 - Consent of Friduss, Lukee, Schiff & Co., P.C.
23.7 - Consents of Swenson Advisors, LLP
