SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HEICO CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 65-0341002
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
3000 TAFT STREET, HOLLYWOOD, FLORIDA 33021
(Address of Principal Executive Offices) (Zip Code)
Securities Act registration statement file number to which this form relates:
NONE
Securities to be registered pursuant to Section 12(b) of the Act (If applicable)
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
------------------- ------------------------------
CLASS A COMMON STOCK, AMERICAN STOCK EXCHANGE
$0.01 PAR VALUE
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(TITLE OF CLASS)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Company's authorized capital stock consists of 30,000,000 shares of
Common Stock, 30,000,000 shares of Class A Common Stock; and 10,000,000 shares
of Preferred Stock.
The rights of the Common Stock and the Class A Common Stock are
identical except as otherwise described below.
VOTING. Each share of Common Stock is entitled to one vote per share,
and (ii) each share of Class A Common Stock is entitled to one-tenth vote per
share. Except as required by applicable law, holders of Common Stock and Class A
Common Stock vote together, with each other, and not as separate classes, on all
matters submitted to a vote of the shareholders. Neither the Common Stock nor
the Class A Common Stock have cumulative voting rights.
DIVIDENDS AND DISTRIBUTIONS. Subject to the rights of the holders of
the Company's Preferred Stock, the holders of Common Stock and Class A Common
Stock are entitled to receive when, as and if declared by the Board, out of
funds legally available therefor, dividends and other distributions payable in
cash, property, stock (including shares of any class or series of the Company,
whether or not shares of such class or series are already outstanding) or
otherwise. Each share of Common Stock and each share of Class A Common Stock has
identical rights with respect to dividends and distributions, subject to the
following: (i) a common stock dividend payable with respect to the Company's
Common Stock may be paid in Class A Common Stock or Common Stock or a
combination of both; (ii) a common stock dividend payable with respect to the
Company's Class A Common Stock may be paid in Class A Common Stock or Common
Stock or a combination of both; (iii) whenever a dividend or distribution is
payable in shares of Common Stock and/or Class A Common Stock, the number of
shares payable per each share shall be equal in number; and (iv) a stock
dividend payable with respect to Common Stock that is paid in shares of Common
Stock will be considered to be identical to a stock dividend payable with
respect to Class A Common Stock that is paid in a proportionate number of shares
of Class A Common Stock. The Registrant's Board of Directors has the flexibility
to determine appropriate dividend levels, if any, under the circumstances from
time to time.
CONVERTIBILITY. Neither the Common Stock nor the Class A Common Stock
is convertible into another class of securities of the Company.
SPLITS OR COMBINATIONS. If the Company shall in any manner split,
subdivide or combine the shares of outstanding Common Stock or Class A Common
Stock, then the outstanding shares of the other such class shall be
proportionately split, subdivided or combined in the same manner and on the same
basis as the outstanding shares of the class that has been split, subdivided or
combined.
MERGERS AND CONSOLIDATIONS. In the event of a merger, consolidation or
combination of the Company with another entity (whether or not the Company is
the surviving entity), the holders of Common Stock and Class A Common Stock will
be entitled to receive the same per share consideration in that transaction,
except that any common stock that holders of Common Stock and Class A Common
Stock are entitled to receive in any such event may differ as to voting
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rights and otherwise to the extent and only the extent that the Common Stock and
the Class A Common Stock differ as set forth in Article III of the Registrant's
Articles of Incorporation.
LIQUIDATION. In the event of liquidation, after payment of the debts
and other liabilities of the Company and after making provision for the holders
of Preferred Stock, if any, the remaining assets of the Company will be
distributable ratably among the holders of the Common Stock and Class A Common
Stock treated as a single class.
PREEMPTIVE RIGHTS. Neither the Common Stock nor the Class A Common
Stock carry any preemptive rights enabling a holder to subscribe for or receive
shares of the Company of any class or any other securities convertible into any
class of the Company's stock.
Item 2. EXHIBITS.
1. Articles of Incorporation of the Registrant are incorporated
by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-4 (Registration No. 33-57624) Amendment
No. 1 filed on March 19, 1993.*
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 Registrant's Registration
Statement on Form 8-B dated April 29, 1993.*
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.*
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 Registrant's Registration
Statement on Form S-3 (Registration No. 333-48439) filed on
March 23, 1993.*
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.*
6. Form of Class A Common Stock Certificate.
* Previously Filed
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
HEICO CORPORATION
By: /S/ VICTOR MENDELSON
--------------------
Victor Mendelson
Vice President
Dated: April 7, 1998
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
6 Stock Certificate
CLASS A
COMMON
[HEICO LOGO]
HEICO CORPORATION
THIS CERTIFICATE IS TRANSFERRABLE IN THE CITY OF NEW YORK OR RIDGEFIELD PARK, NJ
INCORPORATED UNDER THE LAWS SEE REVERSE FOR CERTAIN DEFINITIONS
OF THE STATE OF FLORIDA CUSIP
This Certifies that
is the record holder of
FULLY PAID AND NONASSESABLE SHARES OF CLASS A COMMON STOCK, $.01 PAR VALUE OF
- --------------------------------HEICO CORPORATION-------------------------------
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid unless countersigned and registered by the Tranfer Agent and
Registrar.
WITNESS the facismile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Date:
/s/ ELIZABETH R. LETENDRE [SEAL] /s/ LAURANS A. MENDELSON
Secretary Chairman of the Board
COUNTERSIGNED AND REGISTERED
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED SIGNATURE
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AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR CHRISTINE SMITH: 278-830-2102
680 BLAIR MILL ROAD PROOF OF MARCH 25, 1998
HORSHAM, PA 19044 HEICO
(215) 557-3480 H 55924patch
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SALES: A. HOBBS: 404-525-1488 OPERATOR MT
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/NET/BANKNOTE/HOME 57/HEICO/H55924 NEW
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The following abbreviations when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common UNIF GIFT MIN ACT- Custodian
TEN ENT = as tenants by the entireties (Cust) (Minor)
UT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act. . .
in common (State)
COM PROP - as community property UNIF TRF MIN ACT - Custodian (until age _)
(Cust)
under Uniform Transfers
(Minor)
to Minors Act
(State)
Additional abbreviations may also be used though not in the above list
For Value Received, _____________ hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)
- --------------------------------------------------------------------------------
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- ------------------------------------------------------------------------- shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
- ----------------------------------------------------------------------- Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated_________________
X _________________________________________________________________
X _________________________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATSOEVER.
Signature(s) Guaranteed:
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGILBE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.
This certificate also evidences and entitles the holder hereof to the
same number of Rights as the number of shares of Class A Common Stock
represented by this certificate, such Rights being on the terms provided under
the Rights Agreement between HEICO Corporation and SunTrust Bank, National
Association, ("Rights Agent"), dated as of November 2, 1993 (the "Rights
Agreement"), the terms of which are incorporated herein by reference and a copy
of which is on file at the principal executive offices of HEICO Corporation.
Under certain circumstances, as set forth in the Rights Agreement, such Rights
shall be evidenced by separate certificates and shall no longer be evidendced by
this certificate. HEICO Corporation shall mail to the registered holder of this
certificate a copy of the Rights Agreement without charge within five (5) days
after reciept of written request therefor. Under certain circumstances, as
provided in the Rights Agreement, Rights issued to or owned by Acquiring Persons
or their Affiliates or Associates (as defined in the Rights Agreement) in any
subsequent holder of such Rights shall be null and void.
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AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR CHRISTINE SMITH: 215-830-2103
680 BLAIR MILL ROAD PROOF OF MARCH 25, 1998
HORSHAM, PA 19044 HEICO
(215) 657-3480 H 55924patch
- ---------------------------------- -----------------------------------------------------
SALES: A. HOBBS: 404-525-1455 OPERATOR MT
- ---------------------------------- -----------------------------------------------------
/NET/BANKNOTE/HOME 57/HEICO/H55924 NEW
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