AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 2, 1998
REGISTRATION NO. 333-65285
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HEICO CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 65-0341002
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
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<S> <C>
THOMAS S. IRWIN
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
3000 TAFT STREET 3000 TAFT STREET
HOLLYWOOD, FLORIDA 33021 HOLLYWOOD, FLORIDA 33021
(954) 987-6101 (954) 987-6101
(Address, Including Zip Code, and Telephone Number, (Name, Address, Including Zip Code, and Telephone
Including Area Code, of Registrant's Principal Executive Offices) Number, Including Area Code, of Agent for Service)
</TABLE>
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COPIES OF COMMUNICATIONS TO:
BRUCE MACDONOUGH, ESQ.
GREENBERG TRAURIG, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(305) 579-0500
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_] _____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
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. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PROSPECTUS
HEICO CORPORATION
86,944 SHARES OF CLASS A COMMON STOCK
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The selling shareholders are offering 86,944 shares of our Class A
Common Stock under this Prospectus. The selling shareholders obtained their
shares of Class A Common Stock by virtue of our acquisition of Northwings
Accessories Corporation.
Our Class A Common Stock trades on the American Stock Exchange under
the symbol "HEI.A." On December 1, 1998, the closing price of one share of Class
A Common Stock on the American Stock Exchange was $20.00.
The selling shareholders may offer the shares through public or private
transactions, on or off the American Stock Exchange, at prevailing market prices
or at privately negotiated prices. They may make sales directly to purchasers or
to or through agents, dealers or underwriters.
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YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON
PAGE 4 IN THIS PROSPECTUS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SHARES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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The date of this Prospectus is December 2, 1998.
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COMPANY
This summary highlights selected information and does not contain all
the information that is important to you. You should carefully read the
Prospectus and the documents we have referred you to in "Where You Can Find More
Information" on page 11 for information about our company and our financial
statements.
GENERAL
We are the world's largest manufacturer of FAA-approved jet engine
replacement parts (other than OEMS) and a leading manufacturer of ground support
equipment to the airline and defense industries. We conduct our operations
through our Flight Support Group and our Ground Support Group:
FLIGHT SUPPORT GROUP
/bullet/ MANUFACTURE OF JET ENGINE REPLACEMENT PARTS. We design,
manufacturer and distribute jet engine replacement parts for sale at
substantially lower prices than those manufactured by jet engine OEMs. The FAA
has approved these parts, and they are the functional equivalent of
OEM-manufactured parts.
/bullet/ REPAIR OF JET ENGINE AND AIRFRAME COMPONENTS. We repair,
refurbish and overhaul jet engine and airframe components for domestic and
foreign commercial air carriers and aircraft repair and overhaul companies.
GROUND SUPPORT GROUP
/bullet/ We design, manufacture and sell various types of ground
support equipment, including power, air start and air conditioning units, as
well as electronic equipment for commercial airlines and military agencies.
RECENT DEVELOPMENTS
ASSOCIATED COMPOSITE, INC.
On October 20, 1998, through our Flight Support Group, we acquired
Associated Composite, Inc. for approximately $1.4 million in cash. Associated
Composite overhauls and repairs aircraft flight surfaces, such as radomes,
doors, wing surfaces and other structural aircraft components. We financed the
acquisition with available funds.
MCCLAIN INTERNATIONAL
On July 31, 1998, through our Flight Support Group, we acquired McClain
International, Inc. for approximately $41 million in cash. McClain designs,
manufactures and overhauls FAA-approved aircraft jet engine replacement
components. In addition, we acquired McClain's headquarters and manufacturing
facility for an additional $2.5 million. We financed the acquisition with $11
from available funds, $9 million from an additional investment advance from
Lufthansa Technik AG, and $25 million from our revolving credit facility with
SunTrust Bank, South Florida, N.A. Lufthansa holds a 20% minority interest in
our Flight Support Group and, to date, has invested approximately $23 million
and committed to invest an additional $12 million over the next two years
through, among other things, direct equity investments and the funding of
specific research and development projects.
CLASS A COMMON STOCK DIVIDEND
On March 19, 1998, our Board of Directors declared a dividend, payable
on April 23, 1998 to holders of our Common Stock of record on April 9, 1998 of
one share of Class A Common Stock for each two outstanding shares of Common
Stock. On April 7, 1998, the American Stock Exchange approved the Class A Common
Stock for trading, and, on April 23, 1998, we paid the Class A Common Stock
dividend. The Class A Common Stock is identical to the Common Stock in all
respects, except that it entitles holders to 1/10th vote on matters
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submitted for the vote of the holders of common stock. Each share of Common
Stock entitles the holder thereof to one vote on these matters.
CREDIT FACILITY
In July, 1998, we entered into a $120 million revolving credit facility
with SunTrust, which contains both revolving credit and term loan features. We
can use the credit facility for working capital and general corporate purposes
and to finance permitted acquisitions (generally not in excess of $25 million
for any single acquisition nor in excess of an aggregate of $25 million for
acquisitions during any four fiscal quarter period). Advances under the credit
facility accrue interest, at our option, at a premium (based on our ratio of
total funded debt to earnings before interest, taxes, depreciation and
amortization) over the LIBOR rate of the higher of SunTrust's prime lending rate
and the Federal Funds Rate. We must comply with financial covenants, including
minimum net worth covenants, limitations on capital expenditures (excluding
expenditures for the acquisition of businesses) and limitations on additional
indebtedness. The facility matures in July 2003.
* * * * *
Our principal executive offices are located at 3000 Taft Street,
Hollywood, Florida 33021, and our telephone number is (954) 987-4000.
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RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION CONTAINED AND INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING
FACTORS BEFORE PURCHASING ANY OF THE CLASS A COMMON STOCK OFFERED UNDER THIS
PROSPECTUS.
THIS PROSPECTUS (INCLUDING THE INFORMATION INCORPORATED BY REFERENCE)
CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF FEDERAL SECURITIES
LAW. TERMINOLOGY SUCH AS "MAY," "WILL," "EXPECT," "ANTICIPATE," "ESTIMATE,"
"CONTINUE," "PREDICT," OR OTHER SIMILAR WORDS IDENTIFY FORWARD-LOOKING
STATEMENTS. THESE STATEMENTS DISCUSS FUTURE EXPECTATIONS, CONTAIN PROJECTIONS OF
RESULTS OF OPERATIONS OR OF FINANCIAL CONDITION OR STATE OTHER FORWARD-LOOKING
INFORMATION. FORWARD-LOOKING STATEMENTS APPEAR IN A NUMBER OF PLACES IN THIS
PROSPECTUS AND INCLUDE STATEMENTS REGARDING MANAGEMENT'S INTENT, BELIEF OR
CURRENT EXPECTATION ABOUT, AMONG OTHER THINGS, (I) TRENDS AFFECTING THE AVIATION
INDUSTRY GENERALLY AND THE SEGMENTS IN WHICH WE OPERATE AND (II) OUR BUSINESS
AND GROWTH STRATEGIES, INCLUDING OUR RESEARCH AND DEVELOPMENT PLANS, OUR
MANUFACTURE OF ADDITIONAL REPLACEMENT PARTS AND POTENTIAL ACQUISITIONS. ALTHOUGH
MANAGEMENT BELIEVES THAT THE EXPECTATIONS REFLECTED IN THESE FORWARD-LOOKING
STATEMENTS ARE BASED ON REASONABLE ASSUMPTIONS, FORWARD-LOOKING STATEMENTS ARE
NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PREDICTED IN THE FORWARD-LOOKING
STATEMENTS AS A RESULT OF VARIOUS FACTORS, INCLUDING THOSE SET FORTH BELOW.
DEPENDENCE ON AVIATION INDUSTRY
Economic factors that affect the aviation industry also affect our
business. The aviation industry has historically been subject to downward cycles
from time to time which reduce the overall demand for jet engine replacement
parts and ground support equipment, as well as drive prices down, increase
competition and increase credit risk. These economic factors can have a material
adverse effect on our business, financial condition and results of operations.
CREDIT RISKS
Downward cycles may more adversely affect our smaller customers than
our larger customers and, as a result, our smaller customers may pose credit
risks to us as a result of our inability to collect receivables from a
substantial sale to any of them. Although our bad debt loss was less than 1.0%
of sales for the year ended October 31, 1997, we may incur significant bad debt
losses in the future.
GOVERNMENT REGULATION
Governmental agencies throughout the world, including the FAA, highly
regulate the repair and overhaul of aircraft engines. Guidelines established by
OEMs supplement governmental regulation and generally require that aircraft
operators overhaul engines and replace specified engine parts after a
specified number of flight hours or cycles (take-offs and landings).
We include with the replacement parts that we sell to our customers
documentation certifying that each part complies with applicable regulatory
requirements and meets applicable standards of airworthiness established by
the FAA or the equivalent regulatory agencies in other countries. Specific
regulations vary from country to country, although compliance with FAA
requirements generally satisfies regulatory requirements in other countries.
The revocation or suspension of any of our material authorizations or approvals
would have an adverse effect on our business, financial condition and results of
operations. New and more stringent government regulations, if adopted and
enacted, could have an adverse effect on our business, financial condition and
results of operations.
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DEPENDENCE ON THE JT8D AIRCRAFT ENGINE AFTERMARKET
The Pratt & Whitney JT8D aircraft engine and its component engine parts
substantially influence our business, financial condition and results of
operations. Approximately 51% of our net sales during the year ended October 31,
1997 consisted of sales of replacement parts and overhaul services for the JT8D
aircraft engine.
Supply and demand substantially affect the aftermarket for JT8D
aircraft engine parts. A significant increase in supply or reduction in demand
could have a material adverse effect on our business, financial condition and
results of operations. An unanticipated wind-down or liquidation of an air
carrier operating a large number of JT8D aircraft engines could cause a
significant increase in supply. A change in preferences or the imposition of
regulations affecting the use of JT8D aircraft engines could reduce demand. The
following are examples of factors that could decrease demand for JT8D aircraft
engines:
/bullet/ HUSH-KITS. The FAA and the European Union have implemented
noise reduction regulations that reduce the number of older model JT8D aircraft
engines that may be operated in the United States and the member nations of the
European Union unless noise reduction equipment, known as "hush-kits," are added
to the aircraft engines. Additional noise reduction quotas imposed by
communities surrounding some major European cities further restrict the
operation of hush-kitted aircraft engines in those markets. The failure to
hush-kit JT8D aircraft engines could significantly reduce the demand for JT8D
aircraft engines, resulting in an oversupply of JT8D aircraft engines and
component engine parts. This, in turn, could decrease the value of our products
and have a material adverse effect on our business, financial condition and
results of operations. Aircraft operators may replace their older model JT8D
aircraft engines with newer, quieter aircraft engines, rather than hush-kit
them.
/bullet/ OTHER REGULATIONS. Other regulations in both the United States
and the European Union impose stringent inspection, upgrading, maintenance and
retrofit requirements on aging aircraft and aircraft engines that increase the
cost of operating older model aircraft and aircraft engines.
/bullet/ PASSENGER CONFIDENCE. A decline in passenger confidence in
older aircraft and aircraft engines as a result of apparent fatigue could also
discourage aircraft operators from using JT8D aircraft engines.
/bullet/ EMISSIONS STANDARDS. The EPA and various agencies of the
European Union have sought the adoption of stricter standards limiting the
emissions of nitrous oxide from aircraft engines. If adopted, stricter emissions
standards could cause the use of JT8D aircraft engines to become substantially
more costly in the event modifications must be made to bring aircraft engines
into compliance.
NEED TO EXPAND BUSINESS TO OTHER AIRCRAFT ENGINE TYPES
As a result of our focus on the JT8D aircraft engine, we have limited
experience with engine parts for other aircraft engine types. We will have to
expand our business to other aircraft engine types in preparation for the
eventual decline in the JT8D aircraft engine aftermarket. While we are currently
developing engine parts for other aircraft engines, we may not be able to
profitably expand into new markets with other aircraft engines, and we may not
be able to achieve acceptable levels of net sales and gross profit in new
markets.
COMPETITION
We face significant competition in each of our businesses.
FLIGHT SUPPORT GROUP
/bullet/ For jet engine replacement parts, we compete with the
industry's leading jet engine OEMs, particularly
Pratt & Whitney.
/bullet/ For the overhaul and repair of jet engine and
airframe components, we compete with
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- major commercial airlines, many of which
operate their own maintenance and overhaul
units,
- OEMs, which manufacture, repair and overhaul
their own parts, and
- other independent service companies.
GROUND SUPPORT GROUP.
/bullet/ For the design and manufacture of various types of
ground support equipment, we compete in a highly
fragmented marketplace with a number of companies,
some of which are well capitalized.
The aviation aftermarket supply industry is highly fragmented, has
several highly visible leading companies and is characterized by intense
competition. Some of our competitors have substantially greater name
recognition, complementary lines of business and financial, marketing and other
resources than we do. In addition, OEMs, aircraft maintenance providers, leasing
companies and FAA-certificated repair facilities may vertically integrate into
the supply industry, thereby significantly increasing industry competition.
Moreover, our smaller competitors may be able to offer more attractive pricing
of parts as a result of lower labor costs or other factors. A variety of
potential actions by any of our competitors, including a reduction of product
prices or the establishment by competitors of long-term relationships with new
or existing customers, could have a material adverse effect on our business,
financial condition and results of operations. Competition typically intensifies
during cyclical downturns in the aviation industry, when supply may exceed
demand. We may not be able to continue to compete effectively against present or
future competitors, and competitive pressures may have a material and adverse
effect on our business, financial-condition and results of operations.
LITIGATION
UTC LITIGATION. In November 1989, United Technologies Corporation
("UTC") filed a complaint against HEICO alleging infringement of a patent,
misappropriation of trade secrets and unfair competition relating to some of the
jet engine parts and coatings that we sell in competition with Pratt & Whitney,
a division of UTC. The complaints sought damages of approximately $30 million.
Summary judgment motions filed by the Company were granted, and all allegations
against the Company were dismissed. UTC is seeking to challenge these rulings in
further court proceedings. A counter-claim that we filed is still pending. The
ultimate outcome of this litigation is not certain at this time, and we have
made no provision for litigation costs and/or gain or loss, if any, in our
consolidated financial statements. The legal costs, management efforts and other
resources that have been and continue to be incurred are substantial. The
lawsuit may have a material adverse effect on our business, results of
operations and financial condition.
AETNA LITIGATION. In May 1998, Travelers Casualty & Surety Co., f/k/a
The Aetna Casualty and Surety Co. ("Aetna") filed a lawsuit against HEICO
seeking reimbursement of legal fees and costs totaling in excess of $14 million
paid by Aetna in defending us in the aforementioned litigation with UTC. In
addition, Aetna seeks a declaratory judgment that we did not and do not have
insurance coverage under some of our insurance policies with Aetna and,
accordingly, that Aetna did not have and does not have a duty to defend or
indemnify us under these policies. Aetna's lawsuit also names UTC and one of the
law firms representing us in the UTC litigation.
We intend to vigorously defend against Aetna's claim and believe that
we have significant counterclaims for damages. After taking into consideration
legal counsel's evaluation of Aetna's claim, management is of the opinion that
the outcome of the Aetna litigation will not have a significant adverse effect
on our consolidated financial statements.
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PRODUCT LIABILITY AND CLAIMS EXPOSURE
Our jet engine replacement parts and repair and overhaul services
expose our business to potential liabilities for personal injury or death as a
result of the failure of an aircraft component that we have designed,
manufactured or serviced. The commercial aviation industry occasionally has
catastrophic losses that may exceed policy limits. While we believe that our
liability insurance is adequate to protect us from these liabilities, and,
while no material claims related to these liabilities have been made against
us, claims may arise in the future and our insurance coverage may not be
adequate. An uninsured or partially insured claim, or a claim for which
third-party indemnification is not available, could have a material adverse
effect on our business, financial condition and results of operations.
Additionally, insurance coverage may become too expensive in the future. Any
of these liabilities not covered by insurance or for which third party
indemnification is not available could have a material adverse effect on our
financial condition.
MANAGEMENT OF GROWTH
We have experienced rapid growth in recent periods and intend to
continue to pursue an aggressive growth strategy, both through acquisitions and
internal expansion of products and services. Our growth to date has placed, and
could continue to place, significant demands on our administrative and
operational resources. We may not be able to grow effectively or manage any
growth successfully, and the failure to do so could have a material adverse
effect on our business, financial condition and results of operations.
ACQUISITION STRATEGY
A key element of our strategy is growth through the acquisition of
additional companies. Our acquisition strategy poses a number of challenges and
risks, including the following:
/bullet/ Availability of suitable acquisition candidates
/bullet/ Availability of capital
/bullet/ Diversion of management's attention
/bullet/ Integrating the operations and personnel of acquired companies
/bullet/ Potential amortization of acquired intangible assets
/bullet/ Potential loss of key employees of acquired companies
/bullet/ Use of a significant portion of our available cash
/bullet/ Significant dilution to our shareholders for acquisitions made
utilizing our securities
/bullet/ Consummation of acquisitions on satisfactory terms
We may not be able to successfully execute our acquisition strategy,
and the failure to do so could have a material adverse effect on our business,
financial condition and results of operations.
POTENTIAL ENVIRONMENTAL LIABILITIES; INSURANCE
Our operations and facilities are subject to a number of federal, state
and local environmental laws and regulations, which govern, among other things,
the discharge of hazardous materials into the air and water as well as the
handling, storage and disposal of hazardous materials. Pursuant to various
environmental laws, a current or previous owner or operator of real property may
be liable for the costs of removal or remediation of hazardous materials.
Environmental laws typically impose liability whether or not the owner or
operator knew of, or was responsible for, the presence of hazardous materials.
Although management believes that our operations and facilities are in material
compliance with environmental laws and regulations, future changes in them or
interpretations thereof or the nature of the our operations may require us to
make significant additional capital expenditures to ensure compliance in the
future.
We do not maintain environmental liability insurance, and the expenses
related to these environmental liabilities, if we are required to pay them,
could have a material adverse effect on our business, financial condition and
results of operations.
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CUSTOMER CONCENTRATION
Although no individual customer directly accounted for more than 10% of
our combined net sales during the fiscal year ended October 31, 1997, or nine
months ended July 31, 1998, our net sales to our five largest customers
accounted for approximately 34% and 32%, respectively, of total net sales for
those periods. The continuing consolidation of various segments of the aviation
industry, including vertical integration of OEMs and repair and overhaul
businesses, could significantly increase the concentration of our customer base.
The loss of, or significant reduction of purchases by, our significant customers
could have a material adverse effect on our business, financial condition and
results of operations.
TECHNOLOGICAL DEVELOPMENTS
The aviation industry is constantly undergoing development and change
and, accordingly, new products, equipment and methods of repair and overhaul
service are likely to be introduced in the future. In addition to manufacturing
ground support equipment and selected aerospace and defense components for OEMS
and the U.S. government and repairing jet engines and airframe components, we
re-design sophisticated jet engine replacement parts originally developed by jet
engine OEMS so that we can offer the replacement parts for sale at substantially
lower prices than those manufactured by the OEMS. Consequently, we devote
substantial resources to research and product development. Technological
development poses a number of challenges and risks, including the following:
/bullet/ We may not be able to successfully protect the proprietary
interests we have in various jet engine parts, ground support
equipment and repair processes.
/bullet/ As OEM's continue to develop and improve jet engines, we may
not be able to re-design and manufacture replacement parts
that perform as well as those offered by OEMs or that we can
profitably sell at substantially lower prices than the OEMs.
/bullet/ We may need to expend significant capital to
- purchase new equipment and machines,
- train employees in new methods of production and
service, and
- fund the research and development of new products.
/bullet/ Development by our competitors of patents or methodologies
that preclude us from the design and manufacture of jet engine
replacement parts could adversely affect our business,
financial condition and results of operations.
In addition, we may not be able to successfully develop new products,
equipment or methods of repair and overhaul service, and the failure to do so
could have a material adverse effect on our business, financial condition and
results of operations.
IMPACT OF THE YEAR 2000
The Year 2000 problem will impact us and our business partners. The
Year 2000 problem results from writing computer programs and other business
systems with two digits rather than four to represent the year. Some of our time
sensitive applications and business systems and those of our business partners
may recognize a date using "00" as the year 1900 rather than the year 2000,
which could result in system failure or disruption of operations. The failure of
one of our major vendor's systems to operate properly with respect to the Year
2000 problem on a timely basis or a Year 2000 conversion that is incompatible
with our systems could have a material adverse effect on our business, financial
condition and results of operations. We have assessed our Year 2000 exposure and
are implementing a compliance program. The assessment included inquiries of
management and certification requests from hardware and software vendors. We
expect to replace some older software applications with newer ones. We have also
developed and are implementing a plan of
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communication with significant business partners to ensure that our operations
are not disrupted through these relationships and that the Year 2000 issues are
resolved in a timely manner. We believe that we will be able to achieve Year
2000 compliance in a timely manner. We do not expect the related capital
expenditures and other costs to be material.
DEPENDENCE ON KEY PERSONNEL
Our success substantially depends on the performance, contributions and
expertise of our senior management team led by Laurans A. Mendelson, our
Chairman, President and Chief Executive Officer. In addition, we hire many
members of our engineering team from OEM's, such as General Electric and Pratt &
Whitney. These technical employees are critical to our research and product
development, as well as our ability to continue to re-design sophisticated OEM
products in order to sell competing replacement parts at substantially lower
prices than those manufactured by the jet engine OEMs. The loss of the services
of any of our executive officers or other key employees or our inability to
continue to attract, retain or motivate the necessary personnel could have a
material adverse effect on our business, financial condition and results of
operations.
CONTROL BY PRINCIPAL SHAREHOLDERS; LIMITED VOTING RIGHTS
As of the date of this Prospectus, our executive officers and entities
controlled by them, our 401(k) Plan and members of the Board of Directors
collectively, beneficially own approximately 43% of the outstanding Common Stock
and approximately 43% of the outstanding Class A Common Stock. Accordingly, they
will be able to substantially influence the election of the Board of Directors
and the control of our business, policies and affairs, including the approval of
business combinations and defeating any attempted takeover. In addition, the
Class A Common Stock offered under this Prospectus carries only 1/10th vote per
share, while the Common Stock carries one full vote per share.
FACTORS INHIBITING TAKEOVER
ARTICLES AND BYLAWS. Some of the provisions of our Articles and
Bylaws may be deemed to have anti-takeover effects and may discourage, delay,
defer or prevent a takeover attempt that a shareholder might consider in its
best interest. These provisions do the following:
/bullet/ They establish advance notice procedures for the nomination of
candidates for election as directors and for shareholder
proposals to be considered at annual shareholders' meetings.
/bullet/ They provide that special meetings of the shareholders may be
called by the Chairman of the Board of Directors, the
President of the Company or by a majority of the Board.
/bullet/ They authorize the issuance of 10,000,000 shares of preferred
stock with the designations, rights, preferences and
limitations as may be determined from time to time by the
Board.
/bullet/ They authorize the issuance of 30,000,000 shares of Class A
Common Stock having 1/10th vote per share.
Accordingly, without shareholder approval, the Board can, among other
things,
/bullet/ issue preferred stock with dividend, liquidation, conversion,
voting or other rights that could adversely affect the voting
powers or other rights of holders of the Common Stock and
Class A Common Stock, and
/bullet/ help maintain existing shareholders' voting power and deter or
frustrate takeover attempts that a holder of Common Stock
might consider to be in his or her best interest by issuing
Class A Common Stock.
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RIGHTS. In addition, one preferred stock purchase right trades with
each outstanding share of Common Stock and Class A Common Stock. Each right
entitles the registered holder to purchase from us one one-hundredth (1/100) of
a share of a Series A Junior Participating Preferred Stock, at a price of $45
per one one-hundredth (1/100) of a share, subject to adjustment. The rights are
not exercisable or transferable apart from the common stock until a person or
group acquires 15% or more of the outstanding common stock or commences, or
announces an intention to commence, a tender offer for 30% or more of the
outstanding common stock. The rights expire on November 2, 2003, and will cause
substantial dilution to a person or a group who attempts to acquire HEICO on
terms not approved by the Board or who acquires 15% or more of the outstanding
common stock without approval of the Board. We can redeem the rights at $.01 per
right at any time until the close of business on the tenth day after a person or
group has obtained beneficial ownership of 15% or more of the outstanding common
stock or until a person commences or announces an intention to commence a tender
offer for 30% or more of the outstanding common stock.
Subject to adjustment, holders of shares of the Series A Junior
Participating Preferred Stock will be entitled to, among other things, (x)
receive, when, as and if declared by the Board of Directors, (i) cash dividends
in an amount per share equal to 100 times the aggregate per share amount of all
cash dividends declared or paid on the common stock, (ii) a quarterly
preferential cash dividend of $.75 per share, less cash dividends declared
pursuant to clause (i), and (y) 100 votes per share of Series A Junior
Participating Preferred Stock on all matters submitted to a vote of the
shareholders and the right to vote together with the holders of shares of common
stock as a single voting group on all matters submitted to a vote of the
shareholders.
FLORIDA LAW. Furthermore, some of the provisions of the Florida
Business Corporation Act could have the effect of delaying, deferring or
preventing a change in control.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of shares of
Class A Common Stock by the selling shareholders hereunder. We estimate that our
expenses in connection with this offering will be approximately $25,000.
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SELLING SHAREHOLDERS
The following table provides information regarding the ownership of the
Class A Common Stock by the selling shareholders as of the date of this
Prospectus and as adjusted to reflect the sale of all of their shares. We issued
all shares to the selling shareholders pursuant to the Class A Common Stock
dividend on shares of Common Stock. The selling shareholders are former
shareholders of Northwings and acquired their shares of Common Stock in
connection with the Northwings acquisition. Mr. Portella currently serves as the
President of Northwings, and Mr. Aleman currently serves as its Vice President
of Marketing. No selling shareholder has had any position, office or other
material relationship with HEICO (other than in connection with the acquisition
of Northwings) within the past three years. The selling shareholders are
participating in this offering pursuant to contractual registration rights
granted to Messrs. Portela and Neuman in connection with the acquisition of
Northwings. In connection with the Northwings acquisition, we have agreed to
file and maintain the effectiveness of the registration statement of which this
Prospectus forms a part and to pay all fees and expenses incident to the
registration of this offering, including all registration and filing fees, all
fees and expenses of complying with state blue sky or securities laws, all costs
of preparation of the registration statement and fees and disbursements of our
counsel and independent public accountants. The selling shareholders have
indicated to us that they presently intend to retain ownership of a substantial
portion of their shares of Class A Common Stock.
<TABLE>
<CAPTION>
OWNERSHIP PRIOR NUMBER OF OWNERSHIP AFTER
TO THE OFFERING SHARES OFFERED THE OFFERING
-------------------- -------------- -------------------
NAME AND ADDRESS SHARES PERCENTAGE SHARES PERCENTAGE
- ---------------- ------ ---------- ------ ----------
<S> <C> <C> <C> <C> <C>
Ramon Portela(1) 28,230 * 28,230 0 0%
Otto Neuman(2) 47,950 1.2% 47,950 0 0
Humberto Aleman(3) 10,764 * 10,764 0 0
<FN>
- -------------------------
* Represents ownership of less than 1%.
(1) Mr. Portela's address is 6990 N.W. 35th Avenue, Miami, Florida 33147.
(2) Mr. Neuman's address is 4531 S.W. 142nd Place, Miami, Florida 33175.
(3) Mr. Aleman's address is 8290 S.W. 99th Street, Miami, Florida 33156.
</FN>
</TABLE>
PLAN OF DISTRIBUTION
GENERAL
TRANSACTIONS. The selling shareholders may offer and sell the Class A
Common Stock in one or more of the following transactions:
/bullet/ on the American Stock Exchange,
/bullet/ in the over-the-counter market,
/bullet/ in negotiated transactions or
/bullet/ in a combination of any of these transactions.
PRICES. The selling shareholders may sell their shares of Class A
Common Stock at any of the following prices:
/bullet/ fixed prices which may be changed,
/bullet/ market prices prevailing at the time of sale,
/bullet/ prices related to prevailing market prices or
/bullet/ negotiated prices.
DIRECT SALES; AGENTS, DEALERS AND UNDERWRITERS. The selling
shareholders may effect transactions by selling the shares of Class A Common
Stock in any of the following ways:
11
<PAGE>
/bullet/ directly to purchasers or
/bullet/ to or through agents, dealers or underwriters designated from
time to time.
Agents, dealers or underwriters may receive compensation in the form of
underwriting discounts, concessions or commissions from the selling shareholders
and/or the purchasers of shares for whom they act as agent or to whom they sell
as principals, or both. The selling shareholders and any agents, dealers or
underwriters that act in connection with the sale of shares might be deemed to
be "underwriters" within the meaning of Section 2(11) of the Securities Act, and
any discount or commission received by them and any profit on the resale of
shares as principal might be deemed to be underwriting discounts or commissions
under the Securities Act.
SUPPLEMENTS. To the extent required, we will set forth in a supplement
to this Prospectus filed with the SEC the number of shares to be sold, the
purchase price and public offering price, the name or names of any agent, dealer
or underwriter, and any applicable commissions or discounts with respect to a
particular offering.
STATE SECURITIES LAW. Under the securities laws of some states, the
selling shareholders may only sell the shares in those states through registered
or licensed brokers or dealers. In addition, in some states the selling
shareholders may not sell the shares unless they have been registered or
qualified for sale in that state or an exemption from registration or
qualification is available and is satisfied.
EXPENSES; INDEMNIFICATION. We will not receive any of the proceeds from
the sale of the Class A Common Stock sold by the selling shareholders hereunder
and will bear all expenses related to the registration of this offering but will
not pay for any underwriting commissions, fees or discounts, if any. We will
indemnify the selling shareholders against some civil liabilities, including
some liabilities which may arise under the Securities Act.
LEGAL MATTERS
Some legal matters with respect to the Class A Common Stock offered
under this Prospectus will be passed upon for HEICO by Greenberg Traurig, P.A.,
Miami, Florida.
EXPERTS
As stated in their report, Deloitte & Touche, LLP, independent
auditors, have audited the financial statements that are incorporated in this
Prospectus by reference from our Annual Report on Form 10-K, as amended by Form
10-K/A, for the year ended October 31, 1997, and those financial statements are
so incorporated in reliance upon the report of that firm given upon their
authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms located at 450 5th Street, N.W., Washington,
D.C. 20549, at Seven World Trade Center, 13th Floor, New York, New York 10048
and at Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available to
the public from the SEC's web site at: http://www.sec.gov. The Common Stock
trades on the American Stock Exchange and the Pacific Exchange, and the Class A
Common Stock trades on the American Stock Exchange. You can also inspect
reports, proxy statements and other information concerning our company at the
offices of the American Stock Exchange, 86 Trinity Place, New York, New York
10006.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this Prospectus, and later information that we file
with the SEC will automat-
12
<PAGE>
ically update and supersede this information. We incorporate by reference the
documents listed below and any future filings made with the SEC under Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act.
(1) Our Annual Report on Form 10-K, as amended by Form 10-K/A, for
the year ended October 31, 1997;
(2) Our Quarterly Reports on Form 10-Q for the three months ended
January 31, 1998, the six months ended April 30, 1998 and the
nine months ended July 31, 1998;
(3) Our Current Report on Form 8-K, filed August 4, 1998;
(4) Our definitive Proxy Statement, dated February 16, 1998, filed
in connection with our 1998 Annual Meeting of Shareholders;
and
(5) The description of the Class A Common Stock contained in our
Registration Statement on Form 8-A filed with the SEC under
Section 12 of the Exchange Act on April 8, 1998, including any
amendments or reports filed for the purpose of updating the
description.
We will provide without charge to each person, including any beneficial
owner, to whom a Prospectus is delivered, upon written or oral request of that
person, a copy of any and all of the information that has been incorporated by
reference in this Prospectus (excluding exhibits unless specifically
incorporated by reference into those documents). Please direct requests to us at
the following address:
Chief Financial Officer
HEICO Corporation
3000 Taft Street
Hollywood, Florida 33021
(954) 987-4000
This Prospectus is part of a registration statement we filed with the
SEC. You should only rely on the information incorporated by reference or
provided in this Prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The selling shareholders are not
offering the Class A Common Stock in any state where the offer is not permitted.
You should not assume that the information in this Prospectus or any supplement
is accurate as of any date other than the date on the front of those documents.
---------------
AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT REQUIRES OTHERWISE, (I)
"FAA" MEANS THE UNITED STATES FEDERAL AVIATION ADMINISTRATION, (II) "EPA" MEANS
THE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY, (III) "OEM" MEANS ORIGINAL
EQUIPMENT MANUFACTURER, (IV) "SECURITIES ACT" MEANS THE SECURITIES ACT OF 1933,
AS AMENDED, AND (V) "EXCHANGE ACT" MEANS THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the offering are as follows:
Securities and Exchange Commission Registration Fee............... $ 324
Legal Fees and Expenses........................................... $ 2,500
Accounting Fees and Expenses...................................... $10,000
Printing and Engraving Expenses................................... $10,000
Fees and Expenses (including Legal Fees) for qualifications under
State Securities Laws.......................................... $ 500
Registrar and Transfer Agents Fees and Expenses................... $ 500
Miscellaneous..................................................... $ 1,176
-------
Total......................................................... $25,000
=======
All amounts except the Securities and Exchange Commission registration
fee are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has authority under Section 607.0850 of the Florida
Business Corporation Act to indemnify its directors and officers to the extent
provided in such statute. The Registrant's Articles of Incorporation provide
that the Registrant may indemnify its executive officers and directors to the
fullest extent permitted by law whether now or hereafter. The Registrant has
entered or will enter into an agreement with each of its directors and certain
of its officers wherein it has agreed to indemnify each of them to the fullest
extent permitted by law.
The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Florida law. In addition, each
director will continue to be subject to liability for (a) violations of the
criminal law, unless the director had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful; (b)
deriving an improper personal benefit from a transaction; (c) voting for or
assenting to an unlawful distribution; and (d) willful misconduct or a conscious
disregard for the best interests of the Registrant in a proceeding by or in the
right of the Registrant to procure a judgment in its favor or in a proceeding by
or in the right of a shareholder. The statute does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
2.1 Amended and Restated Agreement of Merger and Plan of
Reorganization, dated as of March 22, 1993, by and among HEICO
Corporation, HEICO Industries, Corp. and New HEICO, Inc. is
incorporated by reference to Exhibit 2.1 to the Company's
Registration Statement on Form S-4 (Registration No. 33-57624)
Amendment No. 1 filed on March 19, 1993.*
2.2 Stock Purchase Agreement, dated June 20, 1996, by and among HEICO
Corporation, MediTek Health Corporation and U.S. Diagnostic Inc.
is incorporated by reference to Exhibit 2 to the Form 8-K dated
July 11, 1996.*
2.3 Stock Purchase Agreement, dated as of September 16, 1996, by and
between HEICO Corporation and Sigmund Borax is incorporated by
reference to Exhibit 2 to the Form 8-K dated September 16, 1996.*
II-1
<PAGE>
2.4 Stock Purchase Agreement dated July 25, 1997, among HEICO
Corporation, N.A.C. Acquisition Corporation, Northwings
Accessories Corporation, Ramon Portela and Otto Newman (without
schedules) is incorporated by reference to Exhibit 2 to Form 8-K
dated September 16, 1997.*
3.1 Articles of Incorporation of the Registrant are incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement
on Form S-4 (Registration No. 33-57624) Amendment No. 1 filed on
March 19, 1993.*
3.2 Articles of Amendment of the Articles of Incorporation of the
Registrant, dated April 27, 1993, are incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on Form 8-B
dated April 29, 1993.*
3.3 Articles of Amendment of the Articles of Incorporation of the
Registrant, dated November 3, 1993, are incorporated by reference
to Exhibit 3.3 to the Form 10-K for the year ended October 31,
1993.*
3.4 Articles of Amendment of the Articles of Incorporation of the
Registrant, dated March 19, 1998, are incorporated by reference to
Exhibit 3.4 to the Company's Registration Statement on Form S-3
(Registration No. 333-48439) filed on March 23, 1998.*
3.5 Bylaws of the Registrant are incorporated by reference to Exhibit
3.4 to the Form 10-K for the year ended October 31, 1996.*
4.0 The description and terms of Preferred Stock Purchase Rights are
set forth in a Rights Agreement between the Company and SunBank,
N.A., as Rights Agent, dated as of November 2, 1993, incorporated
by reference to Exhibit 1 to the Form 8-K dated November 2, 1993.*
5.1 Opinion of Greenberg Traurig Hoffman Rosen Lipoff & Quentel, P.A.
as to the validity of the Common Stock being registered.*
10.1 Loan Agreement, dated March 1, 1988, between HEICO Corporation and
Broward County, Florida is incorporated by reference to Exhibit
10.1 to the Form 10-K for the year ended October 31, 1994.*
10.2 SunBank Reimbursement Agreement, dated February 28, 1994, between
HEICO Aerospace Corporation and SunBank/South Florida, N.A. is
incorporated by reference to Exhibit 10.2 to the Form 10-K for the
year ended October 31, 1994.*
10.3 Amendment, dated March 1, 1995, to the SunBank Reimbursement
Agreement dated February 28, 1994 between HEICO Aerospace
Corporation and SunBank/South Florida, N.A. is incorporated by
reference to Exhibit 10.3 to the Form 10-K from the year ended
October 31, 1995.*
10.4 Loan Agreement, dated February 28, 1994, between HEICO Corporation
and SunBank/ South Florida, N.A. is incorporated by reference to
Exhibit 10.3 to the Form 10-K for the year ended October 31,
1994.*
10.5 The First Amendment, dated October 13, 1994, to Loan Agreement
dated February 28, 1994 between HEICO Corporation and
SunBank/South Florida, N.A. is incorporated by reference to
Exhibit 10.4 to the Form 10-K for the year ended October 31,
1994.*
10.6 Second Amendment, dated March 1, 1995, to the Loan Agreement dated
February 28, 1994 between HEICO Corporation and SunBank/South
Florida, N.A. is incorporated by reference to Exhibit 10.6 to the
Form 10-K for the year ended October 31, 1995.*
10.7 Third Amendment, dated September 16, 1997, to Loan Agreement dated
February 28, 1994 between HEICO Corporation and SunTrust Bank,
South Florida, National Association is incorporated by reference
to Exhibit 10.7 to the Form 10-K/A for the year ended October 31,
1997.*
10.8 Fourth Amendment, dated December 1, 1997, to Loan Agreement dated
February 28, 1994 between HEICO Corporation and SunTrust Bank,
South Florida, National Association is incorporated by reference
to Exhibit 10.8 to Form 10-K/A for the year ended October 31,
1997.*
10.9 Loan Agreement, dated March 31, 1994, between HEICO Corporation
and Eagle National Bank of Miami is incorporated by reference to
Exhibit 10.5 to the Form 10-K for the year ended October 31,
1994.*
II-2
<PAGE>
10.10 The First Amendment, dated May 31, 1994, to Loan Agreement dated
March 31, 1994 between HEICO Corporation and Eagle National Bank
of Miami is incorporated by reference to Exhibit 10.6 to the Form
10-K for the year ended October 31, 1994.*
10.11 The Second Amendment, dated August 9, 1995, to the Loan Agreement
dated March 31, 1994 between HEICO Corporation and Eagle National
Bank of Miami is incorporated by reference to Exhibit 10.9 to the
Form 10-K for the year ended October 31, 1995.*
10.12 Second Loan Modification Agreement, dated February 27, 1997,
between HEICO Corporation and Eagle National Bank of Miami is
incorporated by reference to Exhibit 10.3 to the Form 10-Q for the
three months ended April 30, 1997.*
10.13 Third Loan Modification Agreement, dated February 6, 1998, between
HEICO Corporation and Eagle National Bank of Miami is incorporated
by reference to Exhibit 10.1 to the Form 10-Q for the three months
ended January 31, 1998.*
10.14 Loan Agreement, dated October 1, 1996, between HEICO Aerospace
Corporation and Broward County, Florida is incorporated by
reference to Exhibit 10.10 to the Form 10-K for the year ended
October 31, 1996.*
10.15 SunTrust Bank Reimbursement Agreement, dated October 1, 1996,
between HEICO Aerospace Corporation and SunTrust Bank, South
Florida, N.A. is incorporated by reference to Exhibit 10.11 to the
Form 10-K for the year ended October 31, 1996.*
10.16 HEICO Savings and Investment Plan and Trust, as amended and
restated effective January 2, 1987 is incorporated by reference to
Exhibit 10.2 to the Form 10-K for the year ended October 31,
1987.*
10.17 HEICO Savings and Investment Plan, as amended and restated
December 19, 1994, is incorporated by reference to Exhibit 10.11
to the Form 10-K for the year ended October 31, 1994.*
10.18 HEICO Corporation 1993 Stock Option Plan, as amended, is
incorporated by reference to Exhibit 10.18 to the Company's
Registration Statement on Form S-3 (Registration No. 333-48439)
filed on March 23, 1998.*
10.19 HEICO Corporation Combined Stock Option Plan, dated March 15,
1988, is incorporated by reference to Exhibit 10.3 to the Form
10-K for the year ended October 31, 1989.*
10.20 Non-Qualified Stock Option Agreement for Directors, Officers and
Employees is incorporated by reference to Exhibit 10.8 to the Form
10-K for the year ended October 31, 1985.*
10.21 HEICO Corporation Directors' Retirement Plan, as amended, dated as
of May 31, 1991, is incorporated by reference to Exhibit 10.19 to
the Form 10-K for the year ended October 31, 1992.*
10.22 Key Employee Termination Agreement, dated as of April 5, 1988,
between HEICO Corporation and Thomas S. Irwin is incorporated by
reference to Exhibit 10.20 to the Form 10-K for the year ended
October 31, 1992.*
10.23 Employment and Non-compete Agreement, dated as of September 16,
1996, by and between HEICO Corporation and Sigmund Borax is
incorporated by reference to Exhibit 10.1 to the Form 8-K dated
September 16, 1996.*
10.24 Employment and Non-compete Agreement, dated as of September 16,
1996, by and between HEICO Corporation and Charles Kott is
incorporated by reference to Exhibit 10.2 to the Form 8-K dated
September 16, 1996.*
10.25 Loan Agreement, dated as of March 1, 1997, between Trilectron
Industries, Inc. and Manatee County, Florida is incorporated by
reference to Exhibit 10.1 to the Form 10-Q for the three months
ended April 30, 1997.*
10.26 Letter of Credit and Reimbursement Agreement, dated as of March 1,
1997, between Trilectron Industries, Inc., and First Union
National Bank of Florida (excluding referenced exhibits) is
incorporated by reference to Exhibit 10.2 to the Form 10-Q for the
three months ended April 30, 1997.*
II-3
<PAGE>
10.27 Registration Rights Agreement, dated September 15, 1997, by and
between HEICO Corporation and Ramon Portela is incorporated by
reference to Exhibit 10.1 to Form 8-K dated September 16, 1997.*
10.28 Employment and Non-compete Agreement dated September 16, 1997, by
and between Northwings Accessories Corporation and Ramon Portela
is incorporated by reference to Exhibit 10.2 to Form 8-K dated
September 16, 1997.*
10.29 Amendment to Registration and Sale Rights Agreement, dated as of
December 24, 1996, by and among U.S. Diagnostic Inc. and HEICO
Corporation is incorporated by reference to Exhibit 10.22 to Form
10-K for the year ended October 31, 1996.*
10.30 Assignment of Promissory Note by and between HEICO Corporation and
Forum Capital Markets L.P. is incorporated by reference to Exhibit
10.3 to Form 8-K dated September 16, 1997.*
10.31 Amendment to 6 1/2% Convertible Note, dated as of December 24,
1996, by and among U.S. Diagnostic Inc. and HEICO Corporation is
incorporated by reference to Exhibit 10.21 to Form 10-K for the
year ended October 31, 1996.*
10.32 Second Amendment to the 6 1/2% Convertible Note, dated September
10, 1997, by and among U.S. Diagnostic Inc., and HEICO Corporation
is incorporated by reference to Exhibit 10.4 to Form 8-K dated
September 16, 1997.*
10.33 Stock Purchase Agreement, dated October 30, 1997, by and among
HEICO Corporation, HEICO Aerospace Holdings Corp. and Lufthansa
Technik AG is incorporated by reference to Exhibit 10.31 to Form
10-K/A for the year ended October 31, 1997.*
10.34 Shareholders Agreement, dated October 30, 1997, by and between
HEICO Aerospace Holdings Corp., HEICO Aerospace Corporation and
all of the shareholders of HEICO Aerospace Holdings Corp. and
Lufthansa Technik AG is incorporated by reference to Exhibit 10.32
to Form 10-K/A for the year ended October 31, 1997.*
10.35 Stock Purchase Agreement dated as of June 9, 1998 among HEICO
Aerospace Holdings Corp., McClain International, Inc., Randolph S.
McClain, Janet M. Wallace and Paul R. Schwinne (without schedules)
is incorporated by reference to Exhibit 2 to Form 8-K dated August
4, 1998.*
10.36 Credit Agreement among HEICO Corporation and SunTrust Bank, South
Florida, N.A., as Agent, dated as of July 30, 1998, is
incorporated by reference to Exhibit 10.2 to Form 8-K dated August
4, 1998.*
23.1 Consent of Greenberg Traurig Hoffman Rosen Lipoff & Quentel, P.A.
(included in its opinion filed as Exhibit 5.1).*
23.2 Consent of Deloitte & Touche LLP.**
24.1 Reference is made to the Signatures section of this Registration
Statement for the Power of Attorney contained therein.**
27 Financial Data Schedule*
- -------------------------
* Previously filed.
** Filed herewith.
ITEM 17. 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; (2) that, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be
II-4
<PAGE>
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to be
the initial bona fide offering thereof, and (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
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 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.
II-5
<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-3 and has duly caused this Amendment to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Miami, State of Florida, on December 2, 1998.
HEICO CORPORATION.
By: /s/ LAURANS A. MENDELSON
-----------------------------------------
LAURANS A. MENDELSON,
Chairman of the Board,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ LAURANS A. MENDELSON Chairman of the Board, President December 2, 1998
- ---------------------------------------- and Chief Executive Officer
LAURANS A. MENDELSON (principal executive officer)
/s/ * Vice President, President of December 2, 1998
- ---------------------------------------- HEICO Aerospace Corporation and Director
ERIC A. MENDELSON
/s/ * Vice President, General Counsel December 2, 1998
- ---------------------------------------- and Director, President of HEICO
VICTOR H. MENDELSON Aviation Products Corp.
/s/ * Executive Vice President and December 2, 1998
- ---------------------------------------- Chief Financial Officer
THOMAS S. IRWIN (principal financial officer)
Director
- ----------------------------------------
JACOB T. CARWILE
/s/ * Director December 2, 1998
- ----------------------------------------
SAMUEL L. HIGGINBOTTOM
Director
- ----------------------------------------
PAUL F. MANIERI
/s/ * Director December 2, 1998
- ----------------------------------------
ALBERT MORRISON, JR.
Director
- ----------------------------------------
DR. ALAN SCHRIESHEIM
Director
- ----------------------------------------
GUY C. SHAFER
*By: /s/ LAURANS A. MENDELSON
-------------------------
LAURANS A. MENDELSON
Attorney-in-fact
</TABLE>
II-6
<PAGE>
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
- ------- -----------
23.2 Consent of Deloitte & Touche LLP.
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 2 to
Registration Statement No. 333-65285 of HEICO Corporation on Form S-3 of our
report dated December 24, 1997, except for the matter described in the fourth
paragraph of Note 13, as to which the date is January 27, 1998, appearing in and
incorporated by reference in the Annual Report on Form 10-K/A, Amendment No. 1,
of HEICO Corporation for the year ended October 31, 1997 and to the reference to
us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ Deloitte & Touche LLP
Certified Public Accountants
Miami, Florida
December 1, 1998
