As filed with the Securities and Exchange Commission on April 29, 1997.
Registration No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HEICO CORPORATION
(Exact name of registrant as specified in its charter)
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FLORIDA 65-0341002
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3000 TAFT STREET
HOLLYWOOD, FLORIDA 33021
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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HEICO CORPORATION 1993 STOCK OPTION PLAN
(Full title of the Plan)
THOMAS S. IRWIN, EXECUTIVE VICE PRESIDENT
HEICO CORPORATION
3000 TAFT STREET
HOLLYWOOD, FLORIDA 33021
(954) 987-6101
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
WITH A COPY TO:
STUART D. AMES, ESQ.
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
150 WEST FLAGLER STREET, SUITE 2200
MIAMI, FLORIDA 33130
(305) 789-3540
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 265,076 shares $22.94 $6,080,843 $1,842.68
=================================== ===================== =================== ===================== ==================
<FN>
(1) Estimated solely for purpose of calculating the registration fee pursuant to Rule 457(h) on the basis of the
average of the high and low prices of the Common Stock as reported on the American Stock Exchange on
April 28, 1997.
</FN>
</TABLE>
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF FORM S-8 REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8 (No. 33-62156)
filed by HEICO Corporation (the "Company") with the Securities and Exchange
Commission, dated May 5, 1993, with respect to the registration of shares of the
Company's common stock, par value $.01 per share, issuable pursuant to the HEICO
Corporation 1993 Stock Option Plan, are incorporated herein by this reference.
Item 8. EXHIBITS
5 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
23.1 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
(included as part of Exhibit 5 above).
23.2 Consent of Independent Certified Public Accountants.
24.1 Powers of Attorney (included as part of the Signature Page of this
Registration Statement).
<PAGE>
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 had duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hollywood, State of Florida, on the 29th day of
April, 1997.
HEICO CORPORATION
By: /s/ THOMAS S. IRWIN
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Thomas S. Irwin, Executive Vice President
and Chief Financial Officer
(Principal Financial and Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Laurans A. Mendelson and Thomas S. Irwin,
and each of them, his true and lawful attorney-in-fact and agent, 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
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, 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 each said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
/S/ LAURANS A. MENDELSON Chairman of the Board, April 28, 1997
- -------------------------------- Chief Executive Officer,
Laurans A. Mendelson President and Director
(Principal Executive Officer)
PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:
/S/ THOMAS S. IRWIN Executive Vice President and April 28, 1997
- -------------------------------- Chief Financial Officer (Principal
Thomas S. Irwin Financial and Accounting Officer)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/S/ JACOB T. CARWILE Director April 28, 1997
- --------------------------------
Jacob T. Carwile
/S/ SAMUEL L. HIGGINBOTTOM Director April 28, 1997
- --------------------------------
Samuel L. Higginbottom
/S/ PAUL F. MANIERI Director April 28, 1997
- --------------------------------
Paul F. Manieri
/S/ ERIC A. MENDELSON Director April 28, 1997
- --------------------------------
Eric A. Mendelson
/S/ VICTOR H. MENDELSON Director April 28, 1997
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Victor H. Mendelson
/S/ ALBERT MORRISON, JR. Director April 28, 1997
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Albert Morrison, Jr.
/S/ DR. ALAN SCHRIESHEIM Director April 28, 1997
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Dr. Alan Schriesheim
/S/ GUY C. SHAFER Director April 28, 1997
- --------------------------------
Guy C. Shafer
</TABLE>
<PAGE>
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
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5 Opinion of Stearns Weaver Miller
Weissler Alhadeff & Sitterson, P.A.
23.2 Consent of Independent Certified
Public Accountants
April 29, 1997
HEICO Corporation
3000 Taft Street
Hollywood, Florida 33021
Gentlemen:
We have acted as counsel for HEICO Corporation, a Florida corporation
(the "Company"), with respect to the preparation and filing with the Securities
and Exchange Commission of a Form S-8 Registration Statement (the "Registration
Statement") in connection with the registration of 265,076 shares of the
Company's common stock, par value $.01 per share (the "Common Stock"), issuable
pursuant to the HEICO Corporation 1993 Stock Option Plan (the "Plan"). In so
acting, we have examined the originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, agreements, documents
and other instruments and such certificates or corporate documents of public
officials, and of officers and representatives of the Company, and have made
such inquiries of such officers and representatives of the Company, as we have
deemed relevant and necessary as a basis for the opinion hereinafter set forth.
We have examined the Registration Statement, including all exhibits thereto, as
filed with the Securities and Exchange Commission, and the Articles of
Incorporation and Bylaws of the Company, as amended. We have also examined and
are familiar with the proceedings taken by the Company to authorize the issuance
of the shares of the Common Stock pursuant to the Plan.
This opinion has been prepared and is to be construed in accordance
with the Report on Standards For Florida Opinions dated April 8, 1991 issued by
the Business Law Section of The Florida Bar (the "Report"). The Report is
incorporated by reference into this opinion. In rendering the following opinion,
we have made no assumptions other than those set forth in the Report.
<PAGE>
HEICO Corporation
April 29, 1997
Page 2
Based upon our examination and consideration of the foregoing documents
and information, and in reliance thereon, we are of the opinion that the 265,076
shares of Common Stock registered under the Registration Statement and issuable
in accordance with the Plan will, if and when issued and delivered by the
Company against payment of adequate consideration therefor in accordance with
the Plan, be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
HEICO Corporation on Form S-8 of our report dated December 27, 1996, appearing
in the Annual Report on Form 10-K of HEICO Corporation for the year ended
October 31, 1996.
/s/ Deloitte & Touche LLP
Certified Public Accountants
Miami, Florida
April 23, 1997
