AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST __, 1995
REGISTRATION NO. 2-92050
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
FLIGHTSAFETY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 11-1671001
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________________
MARINE AIR TERMINAL
LAGUARDIA AIRPORT
NEW YORK, NEW YORK 11371
(Address of principal executive offices) (Zip Code)
__________________________
FLIGHTSAFETY INTERNATIONAL, INC.
1984 RESTRICTED STOCK COMPENSATION PLAN
(Full title of the plan)
__________________________
Peter P. Mullen, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(Name and address of agent for service)
__________________________
(212) 735-3000
(Telephone number, including
area code, of agent for service)
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information called for in Part I of Form S-8 was included in
a Prospectus dated July 23, 1984 (the "Plan Prospectus"), which
was distributed to participants in the FlightSafety
International, Inc. 1984 Restricted Stock Compensation Plan (the
"Plan"), as supplemented by a supplement to the Plan Prospectus,
dated July 21, 1995 (the "Supplement"), which is to be
distributed to participants in the Plan. The Supplement is filed
as an exhibit to this Registration Statement on Form S-8 (this
"Registration Statement").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF CONTENTS OF PRIOR
REGISTRATION STATEMENT BY REFERENCE
This Registration Statement relates to a Registration Statement
on Form S-8, File No. 2-92050, covering 400,000 shares of the
Company's Common Stock to be issued under the Plan. The contents
of the prior Registration Statement are incorporated herein by
reference.
ITEM 8. EXHIBITS.
99.1 Second Amendment to the FlightSafety International,
Inc. 1984 Restricted Stock Compensation Plan.
99.2 Supplement to Plan Prospectus.
SIGNATURES
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 New York and State of New York, on August 24, 1995.
FLIGHTSAFETY INTERNATIONAL, INC.
Registrant
By /s/Albert L. Ueltschi
______________________________
Albert L. Ueltschi
Chairman and 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 indicated and on the date indicated.
Signature Title Date
/S/Albert L. Ueltschi Chairman of the Board and August 24, 1995
________________________ President (principal
(Albert L. Ueltschi) executive officer) and
Director
/S/Kenneth W. Motschwiller Vice President and Treasurer August 24, 1995
_________________________ (principal financial officer)
(Kenneth W. Motschwiller)
/S/Mario D'Angelo Controller (principal August 24, 1995
_________________________ accounting officer)
(Mario D'Angelo)
/S/George B. Beitzel Director August 24, 1995
_________________________
(George B. Beitzel)
/S/Edward E. Hood, Jr. Director August 24, 1995
_________________________
(Edward E. Hood, Jr.)
/S/Charles R. Longsworth Director August 24, 1995
_________________________
(Charles R. Longsworth)
/S/ John A. Morgan Director August 24, 1995
_________________________
(John A. Morgan)
/S/Bruce N. Whitman Director August 24, 1995
_________________________
(Bruce N. Whitman)
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page No.
99.1 Second Amendment to the FlightSafety
International, Inc. II-4
1984 Restricted Stock Compensation Plan.
99.2 Supplement to Plan Prospectus II-6
SECOND AMENDMENT
TO THE
FLIGHTSAFETY INTERNATIONAL, INC.
1984 RESTRICTED STOCK COMPENSATION PLAN
WHEREAS, FlightSafety International, Inc., a
New York corporation (the "Company"), has heretofore
maintained the FlightSafety International, Inc. 1984
Restricted Stock Compensation Plan, approved by the Board
of Directors of the Company (the "Board") on March 7,
1984 and amended on September 1, 1992 (as amended, the
"Plan") for the benefit of certain of its employees; and
WHEREAS, the Company considers it advisable to
amend the Plan in certain respects; and
WHEREAS, the Board, pursuant to Section 5(c) of
the Plan, has the authority to amend the Plan.
NOW THEREFORE, effective April 30, 1994 (the
"Effective Date"), the Company hereby amends the Plan as
follows:
1. Section 5(c) of the Plan is hereby amended
by replacing the date "April 30, 1994" therein with
"April 30, 2004."
Thus done and signed as of the Effective Date
in the presence of the undersigned and competent witness,
who hereunto sign their name.
WITNESSES: FLIGHTSAFETY INTERNATIONAL, INC.
/s/Kenneth W. Motschwiller By:/s/Albert L. Ueltschi
___________________________ _____________________________
Kenneth W. Motschwiller Albert L. Ueltschi
/s/Mario D'Angelo
________________________
Mario D'Angelo
PROSPECTUS SUPPLEMENT DATED JULY 21, 1995
FLIGHTSAFETY INTERNATIONAL, INC.
Item 1. FlightSafety International, Inc. (the "Company")
recently amended the Company's 1984 Restricted Stock
Compensation Plan (the "Plan"). The amendment, effective
as of April 30, 1994, changes the latest date on which
awards of restricted stock may me made under the Plan
from April 30, 1994 to April 30, 2004.
This prospectus supplement supplements the original
prospectus relating to the 400,000 shares of Common
Stock, par value $.10 per share, which may be issued and
sold pursuant to the Plan. The Plan was fully described
in the original prospectus. This prospectus supplement
should be kept with, and read in conjunction with, the
original prospectus.
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AND IS INTENDED TO MEET
THE REQUIREMENTS OF SECTION 10(A) OF THE SECURITIES ACT
OF 1933.
