<PAGE>
As filed with the Securities and Exchange Commission on December 27, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
AIR EXPRESS INTERNATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 31-2074327
(State or Other Jurisdiction (I.R.S. Employer Identification
of Incorporation or No.)
Organization)
120 Tokeneke Road
Darien, CT 06820
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
AIR EXPRESS INTERNATIONAL CORPORATION
1996 INCENTIVE STOCK PLAN
(Full Title of Plan)
Daniel J. McCauley
Vice President, Secretary and General Counsel
Air Express International Corporation
120 Tokeneke Road
Darien, CT 06820
203-655-7900
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Stephen H. Cooper, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount
Title of Each Class Offering Aggregate of
of Securities Amount to be Price Per Offering Registration
to be Registered Registered Share (2) Price (2) Fee
Common Stock, 500,000 shares(1) $32.50 $16,250,000 $4,925.00
$.01 par value
(1) This Registration Statement also covers such indeterminate number of
additional shares as may be issued pursuant to the antidilution
provisions of the 1996 Incentive Stock Plan.
(2) Estimated solely for purposes of determining the registration fee
pursuant to Rule 457 under the Securities Act of 1933 based upon the
average of the high and low prices of the Registrant's Common Stock
as reported on the Nasdaq Stock Market on December 23, 1996.
------------------
<PAGE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in this
Part I will be sent or given to employees as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). Those documents are not required to be and are not
filed with the Securities and Exchange Commission (the "Commission"),
either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. Those documents and the
documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of Form S-8, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
The following reoffer prospectus filed as part of this
Registration Statement has been prepared in accordance with the
requirements of Part I of Form S-3 and, pursuant to General
Instruction C of Form S-8, may be used for reofferings and resales of
shares of Common Stock acquired by the persons named therein upon the
exercise of options granted under the Air Express International
Corporation 1996 Incentive Stock Plan, as amended.
<PAGE>
<PAGE>
REOFFER PROSPECTUS
AIR EXPRESS INTERNATIONAL CORPORATION
500,000 Shares of Common Stock under the
Air Express International Corporation
1996 Incentive Stock Plan
Certain directors and executive officers of Air Express
International Corporation, a Delaware corporation (the "Company"), who
may be deemed "affiliates" of the Company as defined in Rule 405 under
the Securities Act of 1933, as amended, may offer and sell from time
to time shares of the Company's Common Stock, par value $.01 per
share, that may be acquired by such persons pursuant to the Company's
1996 Incentive Stock Plan (the "1996 Plan"). Such offers and sales
will be made pursuant to this Reoffer Prospectus, copies of which have
been filed with the Nasdaq Stock Market. Persons offering and selling
shares of Common Stock pursuant to this Reoffer Prospectus are
referred to herein as the "Selling Stockholders."
Shares of Common Stock may be sold from time to time by a
Selling Stockholder directly to purchasers. Alternatively, a Selling
Stockholder may sell shares of Common Stock in one or more
transactions (including block transactions) on the Nasdaq Stock
Market, in transactions in the public market off the Nasdaq Stock
Market, in separately negotiated transactions or in a combination of
such transactions. Each sale may be made either at market prices
prevailing at the time of such sale or at negotiated prices. Shares
may be sold by Selling Stockholders through brokers acting on behalf
of such Selling Stockholders or to dealers for resale by such dealers,
and in connection with such sales, such brokers or dealers may receive
compensation in the form of or commissions or discounts from such
Selling Stockholders and/or the purchasers of such shares for whom
they may act as broker or agent (which commissions or discounts are
not anticipated to exceed those customary in the types of transactions
involved). In addition, any shares covered by this Reoffer Prospectus
that qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than pursuant to this Reoffer
Prospectus.
All expenses of registration incurred in connection with
this offering are being borne by the Company, but all brokerage
commissions and other selling expenses incurred by a Selling
Stockholder will be borne by such Selling Stockholder. The Company
will not be entitled to any of the proceeds from any sales of Common
Stock by the Selling Stockholders, although the Company will receive
payment upon exercise of any options under which shares of Common
Stock are acquired for cash by a Selling Stockholder.
The Common Stock is listed for trading on the Nasdaq Stock
Market under the symbol "AEIC". On December 23, 1996, the closing
price of the Common Stock on the Nasdaq Stock Market was $33.00 per
share.
----------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR
ANY SUPPLEMENT HERETO. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------------------------------------
The date of this Reoffer Prospectus is December 27, 1996
<PAGE>
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports and other information with
the Securities and Exchange Commission (the "Commission"). Reports,
proxy statements and other information filed by the Company with the
Commission can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 or at its Regional Offices
located at the Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and 7 World Trade Center, 13th Floor, New
York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates.
This Reoffer Prospectus constitutes a part of a Registration
Statement on Form S-8 filed by the Company with the Commission under
the Securities Act (together with all amendments and exhibits thereto,
the "Registration Statement"). This Prospectus omits certain of the
information contained in the Registration Statement in accordance with
the rules and regulations of the Commission. Reference is hereby made
to the Registration Statement and related exhibits for further
information with respect to the Company and the shares of Common
Stock. Statements contained herein concerning the provisions of any
document are not necessarily complete and, in each instance, reference
is made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each
such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated by reference in this
Prospectus:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) Amendment No. 1 on Form 10-K/A to the Company's Annual
Report on Form 10-K for the year ended December 31, 1995;
(c) the Company's Quarterly Report on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996;
(d) the Company's Current Report on Form 8-K dated July 26,
1996; and
(e) the Company's Registration Statement on Form 8-B with
respect to registration of the Common Stock under Section 12
of the Exchange Act.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the filing of a post-effective
amendment indicating that all securities offered hereby have been sold
or deregistering all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus. All information
appearing in this Prospectus is qualified in its entirety by the
information and financial statements (including notes
<PAGE>
<PAGE>
thereto) appearing in the documents incorporated herein by reference,
except to the extent set forth in the immediately preceding statement.
The Company will provide without charge to each person to
whom a copy of this Prospectus is delivered, on the written or oral
request of such person, a copy of any or all documents incorporated by
reference into this Prospectus except the exhibits to such documents
(unless such exhibits are specifically incorporated by reference in
such documents). Requests for such copies should be directed to Air
Express International Corporation, 120 Tokeneke Road, Darien,
Connecticut 06820 (telephone number (203) 655-7900), attention:
Corporate Secretary.
THE COMPANY
The Company is the oldest and largest international air
freight forwarder based in the United States. Through its global
network of Company-operated facilities and agents, it consolidates,
documents and arranges for transportation of its customers' shipments
of heavy cargo throughout the world. During 1995, the Company handled
more than 1,774,000 individual airfreight shipments, with an average
weight of 519 pounds, to nearly 2,860 cities in more than 180
countries. The Company also provides customs brokerage services and
ocean freight consolidation and forwarding services.
The Company is a Delaware corporation. Its principal
executive offices are located at 120 Tokeneke Road, Darien,
Connecticut 06820, and its telephone number at that address is (203)
655-7900.
SELLING STOCKHOLDERS
The Selling Stockholders are executive officers and
directors of the Company. Prior to the commencement of offers and
sales by the Selling Stockholders, and from time to time thereafter,
this Reoffer Prospectus will be amended or supplemented to set forth
in tabular form (a) the name and position or positions with the
Company and/or its subsidiaries of each Selling Stockholder; (b) the
number of shares of Common Stock beneficially owned (as such term is
defined in Rule 13d-3 under the Exchange Act) by each Selling
Stockholder as of a recent date; (c) the number of shares of Common
Stock that each Selling Stockholder may offer for sale from time to
time pursuant to this Reoffer Prospectus, whether or not such Selling
Stockholder has a present intention to do so; and (d) the number and
percentage of the outstanding shares of Common Stock to be
beneficially owned by each Selling Stockholder following the sale of
all shares that may be so offered, assuming no other change in the
beneficial ownership of the Company's Common Stock by such Selling
Stockholder.
PLAN OF DISTRIBUTION
The shares of Common Stock may be sold from time to time to
purchasers directly by any of the Selling Stockholders.
Alternatively, the Selling Stockholders may sell the shares of Common
Stock in one or more transactions (including block transactions) on
the Nasdaq Stock Market, in sales occurring in the public market off
the Nasdaq Stock Market, in separately negotiated transactions or in a
combination of such transactions. Each sale may be made either at
market prices prevailing at the time of such sale or at negotiated
prices. Shares may be sold by Selling Stockholders through brokers
acting on behalf of such Selling Stockholders or to dealers for resale
by such dealers; and in connection with such sales, such brokers or
dealers may receive compensation in the form of discounts or
commissions from such Selling Stockholders and/or the purchasers of
such shares for whom they may act as broker or agent (which discounts
or commissions are not anticipated to exceed those customary in the
types of transactions involved). In addition, any shares covered by
this Prospectus which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.
<PAGE>
<PAGE>
The Selling Stockholders and any dealer participating in the
distribution of any shares of Common Stock or any broker executing
selling orders on behalf of the Selling Stockholders may be deemed to
be "underwriters" within the meaning of the Securities Act, in which
event any profit on the sale of any or all of the shares of Common
Stock by them and any discounts or commissions received by any such
brokers or dealers may be deemed to be underwriting discounts and
commissions under the Securities Act.
In order to comply with the securities laws of certain
states, if applicable, the shares will be sold only through registered
or licensed brokers or dealers. In addition, in certain states, the
shares may not be sold unless they have been registered or qualified
for sale in such state or an exemption from such registration or
qualification requirement is available and is complied with.
All expenses incurred in connection with registration of the
shares under the Securities Act are being borne by the Company, but
all brokerage commissions and other selling expenses incurred by a
Selling Stockholder will be borne by such Selling Stockholder. The
Company will not receive any proceeds from any sales of Common Stock
offered by Selling Stockholders pursuant to this Prospectus, although
the Company will receive payment upon the exercise of any options
under which shares of Common Stock are acquired by the Selling
Stockholders for cash.
EXPERTS
The financial statements incorporated in this Prospectus by
reference from the Company's Annual Report on Form 10-K for the year
ended December 31, 1995 have been audited by Arthur Andersen LLP,
independent auditors, as stated in their report, which is incorporated
herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in
accounting and auditing.
NYFS03...:\16\12316\0001\27\FRMD246K.110
<PAGE>
<PAGE>
============================== ==============================
NO DEALER, SALESMAN OR
OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED
IN THIS PROSPECTUS AND, IF Air Express
GIVEN OR MADE, SUCH International
INFORMATION OR REPRESENTATION Corporation
MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE 500,000 Shares
SECURITIES OFFERED HEREBY IN
ANY JURISDICTION TO ANY PERSON of
TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER IN SUCH Common Stock
JURISDICTION. NEITHER THE (par value $.01)
DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUM-
STANCES, CREATE ANY
IMPLICATION THAT THE
INFORMATION HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF OR THAT THERE --------------------
HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE P R O S P E C T U S
SUCH DATE.
--------------------
____________________
TABLE OF CONTENTS
Page
----
Available Information. . . . . . 2
Incorporation of Certain
Documents by Reference. . . . 2
The Company . . . . . . . . . . 3
Selling Stockholders. . . . . . 3
Plan of Distribution. . . . . . 3
Experts . . . . . . . . . . . . 4
December 27, 1996
============================== ==============================
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated by reference:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) Amendment No. 1 on Form 10K/A to the Company's Annual Report
on Form 10-K for the year ended December 31, 1995;
(c) the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September
30, 1996;
(d) the Company's Current Report on Form 8-K dated July 26,
1996; and
(e) the Company's Registration Statement on Form 8-B with
respect to registration of the Common Stock under Section 12
of the Exchange Act (File No. 1-8306).
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment indicating that all securities
offered hereby have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Generally, Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL") permits a corporation to indemnify
certain persons made a party to an action, by reason of the fact that
such person is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation or
enterprise. In the case of an action by or in the right of the
corporation, no indemnification may be made in respect of any matter
as to which that person was adjudged liable for negligence or
misconduct in the performance of that person's duty to the corporation
unless the Delaware Court of Chancery or the court in which
the action was brought determines that despite the adjudication of
liability that person is fairly and reasonably entitled to indemnity
for proper expenses. To the extent that person has been successful in
the defense of any matter, that person shall be indemnified against
expenses actually and reasonably incurred by him.
Section 102(b)(7) of the DGCL enables a Delaware corporation to
include a provision in its certificate of incorporation limiting a
director's liability to the corporation or its stockholders for
monetary damages for breaches of fiduciary duty as a director. The
Registrant has adopted a provision in its Certificate of Incorporation
that provides for indemnification of its officers and directors to the
full extent permitted under Delaware law.
II-1
<PAGE>
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
----------- -----------
4(a) Certificate of Incorporation of the Company
(incorporated herein by reference to Exhibit C to the
Company's Current Report on Form 8-K filed July 20,
1987).
4(b) Certificate of Amendment dated June 29, 1992 to the
Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 4(d)(i) to the
Company's Registration Statement on Form S-3
(Registration No. 33-56114)).
4(c) By-Laws of the Company, as amended (incorporated herein
by reference to Exhibit J to the Company's Current
Report on Form 8-K filed March 22, 1991).
4(d) Air Express International Corporation 1996 Incentive
Stock Plan (incorporated herein by reference to Annex A
to the Company's Proxy Statement, dated May 17, 1996,
for its 1996 Annual Meeting of Stockholders).
5 Opinion of Daniel J. McCauley, Vice President, Secretary and
General Counsel of the Company.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Daniel J. McCauley (included in Exhibit 5).
24 Power of attorney of certain officers and directors of
the Company (included on the signature page to this
Registration Statement).
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) 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;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the
low or high and of the estimated maximum offering range may
be reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement.
II-2
<PAGE>
<PAGE>
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this Registration
Statement.
(b) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
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) To remove from registration by means of a post-
effective amendment any of the securities being registered hereby
which remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) 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.
Insofar as indemnification for liabilities arising under the
Securities Act 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 Securities 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 or 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 of whether such indemnification
by it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 Town of
Darien, State of Connecticut on December 23, 1996.
AIR EXPRESS INTERNATIONAL CORPORATION
By:/s/ DANIEL J. MCCAULEY
-----------------------------------------
Daniel J. McCauley,
Vice President, Secretary and
General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Daniel J.
McCauley his true and lawful attorney-in-fact and agent, with full
power of substitution and revocation, in his 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 any other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent 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, thereby ratifying and confirming all that said attorney-in-
fact and agent 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,
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ HENDRIK J. HARTONG,JR. Chairman December 23, 1996
-------------------------
of the Board
Hendrik J. Hartong, Jr. of Directors
/s/ GUENTER ROHRMANN President and Chief Executive Officer December 23, 1996
--------------------
Guenter Rohrmann (principal executive officer)
and a Director
/s/ DENNIS M. DOLAN Vice President and December 23, 1996
--------------------
Dennis M. Dolan Chief Financial Officer
(principal financial officer)
/s/ WALTER L. MCMASTER Vice President and Controller December 23, 1996
-----------------------
Walter L. McMaster (principal accounting officer)
/s/ JOHN M. FOWLER Director December 23, 1996
--------------------
John M. Fowler
</TABLE>
II-4
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ DONALD J. KELLER Director December 23, 1996
--------------------
Donald J. Keller
/s/ ANDREW L. LEWIS IV Director December 23, 1996
----------------------
Andrew L. Lewis IV
/s/ RICHARD T. NINER Director December 23, 1996
--------------------
Richard T. Niner
/s/ JOHN RADZIWILL Director December 23, 1996
------------------
John Radziwill
/s/ NOEL E. VARGAS Director December 23, 1996
------------------
Noel E. Vargas
</TABLE>
II-5
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4(a) Certificate of Incorporation of the Company
(incorporated herein by reference to Exhibit C to the
Company's Current Report on Form 8-K filed July 20,
1987).
4(b) Certificate of Amendment dated June 29, 1992 to the
Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 4(d)(i) to the
Company's Registration Statement on Form S-3
(Registration No. 33-56114)).
4(c) By-Laws of the Company, as amended (incorporated herein
by reference to Exhibit J to the Company's Current
Report on Form 8-K filed March 22, 1991).
4(d) Air Express International Corporation 1996 Incentive
Stock Plan (incorporated herein by reference to Annex A
to the Company's Proxy Statement, dated May 17, 1996,
for its 1996 Annual Meeting of Stockholders).
5 Opinion of Daniel J. McCauley, Vice President, Secretary and
General Counsel of the Company.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Daniel J. McCauley (included in Exhibit 5).
24 Power of attorney of certain officers and directors of
the Company (included on the signature page to this
Registration Statement).
<PAGE>
Exhibit 5
---------
AIR EXPRESS INTERNATIONAL CORPORATION
120 Tokeneke Road
Darien, Connecticut 06820
Daniel J. McCauley,
Vice President, Secretary
and General Counsel
December 23, 1996
The Board of Directors
Air Express International Corporation
120 Tokeneke Road
Darien, CT 06820
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
As general counsel to Air Express International Corporation
(the "Company"), I have had primary responsibility for the preparation
and filing with the Securities and Exchange Commission of the
Company's Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, with respect
to an aggregate of 500,000 shares of the Company's Common Stock, $.01
par value (the "Shares"), underlying stock options that may be granted
from time to time under the Company's 199 Incentive Stock Plan, as
approved by stockholders on June 20, 1996 (the "Plan").
In so acting, I have examined originals or copies, certified
or otherwise identified to my satisfaction, of the Plan, the
Registration Statement and such corporate records, agreements,
documents and other instruments, and such certificates or comparable
documents of public officials, as I have deemed relevant and necessary
as a basis for the opinions hereinafter set forth. In such
examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, the
conformity to original documents of documents submitted to us as
certified or photostatic copies and the authenticity of the originals
of such latter documents.
Based on the foregoing, and subject to the qualifications
stated herein, I am of the opinion that the Shares have been duly
authorized and, when issued, delivered and paid for in accordance with
the terms of the Plan, will be validly issued, fully paid and non-
assessable, and no personal liability will attach to the holders
thereof under the laws of the State of Delaware.
The opinions expressed herein are limited to the corporate
laws of the State of Delaware and the federal laws of the United
States, and I express no opinion as to the effect on the matters
covered by this letter of the laws of any other jurisdiction.
<PAGE>
<PAGE>
The opinions expressed herein are rendered solely for your
benefit in connection with the transactions described above. I hereby
consent to the filing of this letter as an exhibit to the Registration
Statement. Except as stated in the preceding sentence, the opinions
expressed herein may not be used or relied upon by any other person
nor may this letter or any copies thereof be furnished to a third
party, filed with a governmental agency, quoted, cited or otherwise
referred to without my prior written consent.
Very truly yours,
/s/ DANIEL J. MCCAULEY
Daniel J. McCauley
<PAGE>
Exhibit 23.1
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Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8
of our report dated March 25, 1996, included in the Air Express
International Corporation Form 10-K for the year ended December 31,
1995, and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
New York, New York
December 23, 1996
