SECURITIES AND EXCHANGE COMMISSION
_______________________________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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AIR EXPRESS INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
36-2074327
(I.R.S. Employer Identification No.)
120 TOKENEKE ROAD
DARIEN, CONNECTICUT 06820
(203) 655-7900
(Address including zip code, and telephone number,
including area code of registrant's principal executive offices)
DANIEL J. MCCAULEY, ESQ.
Vice President, General Counsel and Secretary
AIR EXPRESS INTERNATIONAL CORPORATION
120 Tokeneke Road
Darien, Connecticut 06820
(203) 665-7900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
KATHERINE P. BURGESON, ESQ.
Cummings & Lockwood
Four Stamford Plaza
107 Elm Street, P.O. Box 120
Stamford, Connecticut 06904-0120
_______________________________________
Approximate date of commencement of proposed sale to the public: from
time to time within two years after the effective date of this Registration
Statement, as determined by market conditions.
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, 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. [ ]
_______________________________________
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed Maximum
shares Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share Price* Fee
- ---------- ---------- -------------- ---------- ------------
Common Stock,
par value $.01
per share 25,000 $33.125 $828,125 $251
* Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the amount of the registration fee, based upon the average of the high and low
sale prices of a share of Common Stock of the Registrant on the Nasdaq National
Market for April 18, 1997
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 Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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25,000 Shares
AIR EXPRESS INTERNATIONAL CORPORATION
COMMON STOCK
Par Value $.01 Per Share
This Prospectus relates to 25,000 shares (the "SHARES") of Common
Stock, par value $.01 per share (the "COMMON STOCK"), of Air Express
International Corporation, a Delaware corporation (the "CORPORATION" or
"AEI"), to be offered or sold from time to time for the account of a certain
shareholder of the Corporation (the "SELLING SHAREHOLDER").
The Shares covered by this Prospectus were issued by the
Corporation in a private placement transaction to Mr. Sjoerd Van Loon, a
resident of The Netherlands, in connection with the Corporation's acquisition
on November 29, 1996 from Muller Air Freight Holding B.V. of its four wholly-
owned subsidiaries: Muller Air Freight B.V., Muller Sea Freight B.V., Muller
Logistics B.V. and Muller Enterprise B.V. (collectively, the "MULLER
COMPANIES"). At the time of the acquisition, Mr. Van Loon was the sole
shareholder of S. Van Loon Management en Beheer B.V., which in turn was the
sole shareholder of Muller Air Freight Holding B.V. See "Selling
Shareholder" and "Plan of Distribution."
The Shares may be offered for sale and sold by the Selling
Shareholder from time to time on the Nasdaq National Market at prevailing
market prices, in privately negotiated transactions at negotiated prices, in
a combination of such methods of sale, or otherwise as determined by the
Selling Shareholder. The Selling Shareholder may effect such transactions by
selling the Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts or commissions from the Selling
Shareholder and/or the purchasers of the Shares for whom such broker-dealers
may act as agents or to whom they sell as principals, or both (which
compensation as to a particular broker-dealer may be in excess of customary
commissions). See "Plan of Distribution."
The Corporation will not receive any part of the proceeds from the
sale of the Shares. The Selling Shareholder will pay all applicable stock
transfer taxes and brokerage commissions, but the Corporation will bear all
other expenses of the Corporation and the Selling Shareholder in connection
with the offering made hereunder, including the Corporation's legal and
accounting fees connected therewith.
The Common Stock is included for quotation on the Nasdaq National
Market under the symbol "AEIC." The last reported sale price of the Common
Stock on the Nasdaq National Market on April 18, 1997 was $33.625 per share.
The Selling Shareholder and any brokers, dealers, agents or
underwriters who participate in the sale of the Shares may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act of
1933, as amended, and the commissions paid or discounts allowed to any such
brokers, dealers, agents or underwriters, in addition to any profits received
on resale of the Shares, if any such broker, dealer, agent or underwriter
should purchase any Shares as a principal, may be deemed to be underwriting
discounts or commissions under the Securities Act of 1933, as amended.
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. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is April 21, 1997.
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AVAILABLE INFORMATION
AEI is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "COMMISSION"). Such
reports, proxy statements and other information filed by AEI can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's Regional Offices at 7 World
Trade Center, Suite 1300, New York, New York 10048 and at Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies
of such material can also be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates, or accessed electronically on the Commission's WebSite at
(http:/www.sec.gov).
AEI's Common Stock is included for quotation on the Nasdaq
National Market under the symbol "AEIC". The Corporation's reports, proxy
statements, and other information concerning AEI may also be inspected at
the offices of the National Association of Securities Dealers, Inc. at 1735
K Street N.W., Washington, D.C. 20006.
AEI has filed a Registration Statement on Form S-3 with the
Commission in Washington, D.C. in accordance with the provisions of the
Securities Act of 1933, as amended (the "SECURITIES ACT"), with respect to
the Shares subject to this Prospectus. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain
portions of which have been omitted as permitted by the rules and
regulations of the Commission. For further information with respect to the
Corporation and the Shares covered herein, reference is made to the
Registration Statement and the exhibits filed as part thereof. Statements
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. The
Registration Statement and the exhibits may be inspected without charge at
the offices of the Commission, or copies thereof may be obtained at
prescribed rates from the Public Reference Section of the Commission at the
address set forth above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Corporation with the
Commission are incorporated into this Prospectus by reference:
1. The Corporation's Annual Report on Form 10-K for the year
ended December 31, 1996 filed with the Commission on March 28, 1997; and
2. The Corporation's Registration Statement on Form 8-B dated
February 4, 1982 and filed with the Commission on February 1, 1982 with
respect to registration of the Common Stock under Section 12 of the
Exchange Act.
All documents filed by the Corporation with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the termination of
the offering contemplated hereby 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 in this Prospectus will
be deemed to be modified or superseded for
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purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed documents which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded will not be deemed, except as
so modified or superseded, to constitute a part of this Prospectus.
The Corporation will provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus is
delivered, upon written or oral request of any such person, a copy of any
and all information that has been incorporated by reference in the
registration statement of which this Prospectus is a part (other than
exhibits to such information, unless such exhibits are specifically
incorporated by reference into any such information). Requests should be
directed to: Air Express International Corporation, 120 Tokeneke Road,
Darien, Connecticut 06820, Attention: Daniel J. McCauley, Esq., Vice
President, General Counsel and Secretary; Telephone number: (203) 655-
7900.
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PROSPECTUS SUMMARY
The following material is qualified in its entirety by the
information appearing elsewhere in this Prospectus or in documents
incorporated by reference into this Prospectus.
THE OFFERING
Corporation Air Express International Corporation, a
Delaware corporation
Securities Offered 25,000 shares of Common Stock, par value $.01
per share.
Use of Proceeds The Corporation will not receive any of the
proceeds of this offering.
Shares Outstanding at
March 24, 1997...... 22,814,072
Nasdaq Symbol AEIC
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THE CORPORATION
AEI is one of the oldest and largest international airfreight
forwarders based in the United States and a leading provider of global
logistics services for importers and exporters worldwide. AEI is primarily
engaged in providing cargo transportation logistics management, including
international air and ocean freight forwarding, customs brokerage and
warehousing and distribution services. Beyond its traditional freight
forwarding and customs brokerage services, AEI's value-added logistics
services and information systems help its customers to streamline
operations, reduce inventories, increase speed and reliability of worldwide
deliveries and, ultimately, improve management of the customers' supply
chain. Since 1985, when its current management assumed control, AEI has
focused on the international transportation of heavy cargo and has devoted
its resources to expanding and enhancing its global network and the
information systems necessary to more effectively service its customers'
cargo transportation and integrated logistics needs.
Through its global network of AEI-operated facilities and agents,
AEI provides total integrated transportation logistics solutions centered
around the consolidation, documentation and arrangements for the
transportation of its customers' shipments of cargo throughout the world.
During 1996, AEI handled more than 1,839,000 individual airfreight
shipments, with an average weight of 535 pounds, to more than 3,000 cities
in more than 200 countries. Approximately fifty-eight percent (58%) of the
total airfreight shipments for 1996 were attributable to locations outside
the United States. AEI generated gross revenues in excess of $1.3 billion
in 1996, of which approximately sixty-two percent (62%) was attributable to
locations outside the United States.
Headquartered in the United States, AEI has a global network with
offices located in over 876 cities, including 273 cities in the United
States, 186 cities in Europe and 417 cities in Asia, the South Pacific, the
Middle East, Africa and Latin America. As of December 31, 1996, this
network consisted of 250 AEI-operated facilities, including 99 in the
United States and 151 abroad, supplemented at 626 additional locations,
which are served by agents, many of whom serve AEI on an exclusive basis.
The network is managed by experienced professionals, most of whom are
nationals of the countries in which they serve. Approximately seventy-four
percent (74%) of AEI's 53 regional and country managers have been employed
by AEI for more than ten years.
The Corporation's principal executive offices are located at 120
Tokeneke Road, Darien, Connecticut 06820 and its telephone number is (203)
655-7900.
RECENT DEVELOPMENTS
On November 29, 1996 AEI's wholly-owned subsidiary, Air Express
International Holding B.V., a limited liability company incorporated under
the laws of The Netherlands, acquired from Muller Air Freight Holding B.V.,
a limited liability company incorporated under the laws of The Netherlands,
all of the issued and outstanding shares of capital stock of Muller Air
Freight B.V., Muller Sea Freight B.V., Muller Logistics B.V. and Muller
Enterprise B.V., each of which is a limited liability company incorporated
under the laws of The Netherlands
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(collectively, the "MULLER COMPANIES"). The Muller Companies provide air
freight, ocean freight, warehousing and distribution and related logistics
services. The Muller Companies collectively reported gross revenues of $35
million in 1995 and employ a staff of 140 with eight offices throughout The
Netherlands.
USE OF PROCEEDS
The Shares subject to this Prospectus are being offered for the account of
the Selling Shareholder. None of the proceeds from the sale of Shares will
be received by the Corporation.
SELLING SHAREHOLDER
The following table sets forth, as of April 21, 1997, (i) the
name of the Selling Shareholder and any position, office or other material
relationship with the Corporation, its predecessors or affiliates, within
the past three years, (ii) the number of Shares currently owned by the
Selling Shareholder, (iii) the maximum number of Shares to be offered and
sold by the Selling Shareholder and (iv) the number of Shares to be owned
after the sale assuming the sale of all Shares offered hereby. This
information is based on data furnished to the Corporation by or on behalf
of the Selling Shareholder.
Shares
Shares Shares to be
Presently Owned to be Offered
Name Owned Offered After Sale
---- --------------- ------- ----------
Sjoerd Van Loon* 25,000 25,000 0
* On November 29, 1996, a subsidiary of AEI acquired the
Muller Companies from Muller Air Freight Holding B.V. Prior to such
date, Mr. Van Loon was the sole shareholder of S. Van Loon Management en
Beheer B.V., which in turn was the sole shareholder of Muller Air Freight
Holding B.V. Prior to such date, Mr. Van Loon also was the Algemeen
Directeur (substantially similar to President) and director of the Muller
Companies. Mr. Van Loon presently serves as director of the Muller
Companies.
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PLAN OF DISTRIBUTION
On November 29, 1996, AEI's wholly-owned subsidiary, Air
Express International Holding B.V., acquired from Muller Air Freight
Holding B.V. all of the issued and outstanding shares of the capital stock
of the Muller Companies (the "ACQUISITION"). At the time of the
Acquisition, the Selling Shareholder was the sole shareholder of S. Van
Loon Management en Beheer B.V., which in turn was the sole shareholder of
Muller Air Freight Holding B.V. The Shares subject to this Prospectus were
issued by the Corporation to the Selling Shareholder in a private placement
transaction pursuant to the terms of the Acquisition.
The Shares may be offered for sale and sold from time to time by
the Selling Shareholder, or by pledgees, donees, transferees or other
successors in interest, within two years after the effective date of the
Registration Statement of which this Prospectus is a part. The Selling
Shareholder, or such pledgees, donees, transferees or other successors in
interest, will act independently of the Corporation in making decisions
with respect to the timing, manner and size of each sale. Such sales may
be made on the Nasdaq National Market or otherwise, at prevailing prices
and on terms then prevailing or at prices related to the then market price,
or in negotiated transactions.
The manner in which the Shares may be sold include, without
limitation, the following: (a) block trades in which the broker-dealer(s)
engaged by the Selling Shareholder will attempt to sell the Shares as
agents but may position or resell a portion of the block as principals to
facilitate the transaction; (b) purchases by the broker-dealer(s) as
principals and resale by such brokers or dealers for their account pursuant
to this Prospectus; (c) ordinary brokerage transactions and transactions in
which the broker solicits purchasers; (d) in negotiated transactions; and
(e) as otherwise determined by the Selling Shareholder. In effecting
sales, broker-dealers engaged by the Selling Shareholder may arrange for
other broker-dealers to participate.
In order to comply with the securities laws of certain states, if
applicable, the Shares may be sold in such jurisdictions 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 the applicable state or an exemption from the registration or
qualification requirement is available and is complied with by the
Corporation and the Selling Shareholder.
The Selling Shareholder and any brokers, dealers, agents or
underwriters who participate in the sale of the Shares may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act
and the commissions paid or discounts allowed to any such brokers, dealers,
agents or underwriters, in addition to any profits received on resale of
the Shares, if any such broker, dealer or agent should purchase any Shares
as a principal, may be deemed to be underwriting discounts or commissions
under the Securities Act.
Under applicable rules and regulations under the Exchange Act,
any person engaged in the distribution of the Shares may not simultaneously
engage in market making activities with respect to the Common Stock of the
Corporation for a period of two business days prior to the commencement of
such distribution. In addition and without limiting the foregoing, the
Selling Shareholder will be subject to applicable provisions of the
Exchange Act and the
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rules and regulations thereunder, including, without limitation, Rules 10b-
6 and 10b-7, which provisions may limit the timing of purchases and sales
of Shares by the Selling Shareholder.
AEI will not receive any part of the proceeds from the sale of
the Shares. The Selling Shareholder will pay all applicable brokerage
commissions, stock transfer taxes and the fees of Selling Shareholder's
counsel in connection with the offer and sale of Shares by the Selling
Shareholder. AEI will bear all other expenses in connection with the
offering and sale of the Shares, including, without limitation, all
registration and filing fees, printing, messenger and delivery fees, and
legal and accounting fees and expenses. AEI is not obligated to bear and
will not bear any fees, costs or expenses relating to the use by the
Selling Shareholder of an underwriter in connection with the disposition of
Shares.
There can be no assurances that the Selling Shareholder will sell
any or all of the Shares offered hereunder. The Shares also may be sold
pursuant to an available exemption from the registration requirements of
the Securities Act, including, without limitation, Rule 144 promulgated
thereunder. The sale of Shares by "affiliates" (as defined in Rule 144(a)
under the Securities Act) is subject to the volume and manner of sale
restrictions set forth in Rule 144.
LEGAL OPINION
The validity of the issuance of the Shares offered hereby has
been passed upon for the Corporation by Cummings & Lockwood, Four Stamford
Plaza, 107 Elm Street, Stamford, Connecticut 06904-0120.
EXPERTS
The consolidated balance sheets of AEI and subsidiaries as of
December 31, 1996 and 1995, and the related consolidated statements of
operations, stockholders' investment and cash flows for each of the three
years in the period ended December 31, 1996, incorporated into this
Prospectus by reference to the Annual Report on Form 10-K of the
Corporation for the year ended December 31, 1996, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are incorporated herein in reliance upon
the authority of said firm as experts in the giving of said reports.
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED
OR INCORPORATED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
CORPORATION, BY THE SELLING SHAREHOLDER OR BY ANY OTHER PERSON DEEMED TO BE
AN UNDERWRITER. NEITHER THE DELIVERY OF THE PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN 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 CORPORATION SINCE
THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE SHARES COVERED BY THIS PROSPECTUS BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO, OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth an itemization of all estimated
expenses in connection with the issuance and distribution of the securities
being registered, none of which are payable by the Selling Shareholder:
Registration Statement Filing Fee $ 251
Legal Fees and Expenses $10,000
Accounting Fees and Expenses $10,000
Printing Costs $ 250
Miscellaneous $ 250
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Total $20,751
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Delaware General Corporation Law (the "GCL") (Section 102)
allows a corporation to eliminate the personal liability of directors of a
corporation to the corporation or to any of its stockholders for monetary
damage for a breach of his/her fiduciary duty as a director, except in the
case where the director breached his/her duty of loyalty, failed to act in
good faith, engaged in intentional misconduct or knowingly violated a law,
authorized the payment of a dividend or approved a stock repurchase in
violation of Delaware corporate law or obtained an improper personal
benefit. The Certificate of Incorporation of AEI contains a provision
which eliminates directors' personal liability as set forth above.
The GCL (Section 145) gives Delaware corporations broad powers to
indemnify their present and former directors and officers and those of
affiliated corporations against expenses incurred in the defense of any
lawsuit to which they are made parties by reason of being or having been
such directors or officers, subject to specified conditions and exclusions;
gives a director or officer who successfully defends an action the right to
be so indemnified; and authorizes the corporation to buy directors' and
officers' liability insurance. Such indemnification is not exclusive of
any other right to which those indemnified may be entitled under any bylaw,
agreement, vote of stockholders or otherwise.
AEI's Certificate of Incorporation provides for indemnification
to the fullest extent authorized by Section 145 of the GCL for directors,
officers and employees of AEI and also to persons who are serving at the
request of AEI as directors, officers or employees of other corporations
(including subsidiaries). This right of indemnification is not exclusive
of any other right which any person may acquire under any statute, bylaw,
agreement, contract, vote of stockholders or otherwise.
For the undertaking with respect to the indemnification, see Item
17.
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Item 16. EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
4(a) Certificate of Incorporation of the Registrant
(incorporated herein by reference to Exhibit
C to the Registrant'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
Registrant (incorporated by reference to
Exhibit 4(d)(i) to the Registrant's
Registration Statement on Form S-3
(Registration No. 33-56114)).
4(c) By-Laws of the Registrant, as amended
(incorporated herein by reference to Exhibit
J to the Registrant's Current Report on Form
8-K filed March 22, 1991).
(5) Opinion of Cummings & Lockwood
(23)(a) Consent of Arthur Andersen LLP
(23)(b) Consent of Cummings & Lockwood
(Included as Part of Exhibit 5)
(24) Power of Attorney
(Included as part of Signature Page to the
Registration Statement)
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 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
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; 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 Securities Exchange Act of 1934 (and,
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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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the registrant pursuant to (1) any provision or
arrangement whereby the registrant may indemnify a director, officer or
controlling person of the registrant against liabilities arising under the
Securities Act of 1933, or (2) provisions of an underwriting agreement
whereby the registrant indemnifies the underwriter or controlling persons
of the underwriter against such liabilities under the Securities Act of
1933 and a director, officer or controlling person of the registrant is
such an underwriter or controlling person thereof or a member of any firm
which is such an underwriter, and (3) the benefits of such indemnification
are not waived by such persons, 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
of 1933 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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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 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the Town of Darien, State of Connecticut on
March 31, 1997.
AIR EXPRESS INTERNATIONAL CORPORATION
By: /S/ DANIEL J. MCCAULEY
-------------------------------------
Daniel J. McCauley
Vice President, General Counsel
and Secretary
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below on this Registration Statement hereby constitutes and appoints
Daniel J. McCauley his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities (until revoked in writing), to sign any and
all amendments (including post-effective amendments) to this Form S-3
Registration Statement of Air Express International Corporation 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 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, this
Registration Statement has been signed on March 31, 1997, by the following
persons in the capacities indicated.
SIGNATURE TITLE
/s/ Hendrik J. Hartong, Jr. Chairman of the Board of Directors
- -------------------------------
Hendrik J. Hartong, Jr.
President, Chief Executive Officer and
/s/ Guenter Rohrmann Director (Principal Executive Officer)
- -------------------------------
Guenter Rohrmann
Vice President and Chief Financial
/s/ Dennis M. Dolan Officer (Principal Financial Officer)
- -------------------------------
Dennis M. Dolan
Vice President and Controller (Principal
/s/ Walter L. McMaster Accounting Officer)
- -------------------------------
Walter L. McMaster
Director
- -------------------------------
John M. Fowler
/s/ Donald J. Keller Director
- -------------------------------
Donald J. Keller
/s/ Andrew L. Lewis IV Director
- -------------------------------
Andrew L. Lewis IV
/s/ Richard T. Niner Director
- -------------------------------
Richard T. Niner
Director
- -------------------------------
John Radziwill
/s/ Noel E. Vargas Director
- -------------------------------
Noel E. Vargas
II-5
<PAGE>
EXHIBIT INDEX
NUMBER DESCRIPTION
4(a) Certificate of Incorporation of the Registrant
(incorporated herein by reference to Exhibit C
to the Registrant's Aurrent 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 Registrant
(incorporated by reference to Exhibit 4(d)(i) to
the Registrant's Registration Statement on Form
S-3 (Registration No. 33-56114)).
4(c) By-Laws of the Registrant, as amended
(incorporated herein by reference to Exhibit J
to the Registrant's Current Report on Form 8-K
filed March 22, 1991). Opinion of Cummings &
Lockwood
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Cummings & Lockwood
(Included as part of Exhibit 5)
24 Power of Attorney
(Included as part of Signature Page to the
Registration Statement)
EXHIBIT (5)
Cummings & Lockwood
Four Stamford Plaza
107 Elm Street, P.O. Box 120
Stamford, Connecticut 06904-0120
April 21, 1997
Air Express International Corporation
120 Tokeneke Road
Darien, CT 06820
Re: 25,000 SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE,
OF AIR EXPRESS INTERNATIONAL CORPORATION
Ladies and Gentlemen:
We are counsel to Air Express International Corporation, a Delaware
corporation (the "COMPANY"), and have represented the Company with respect to
the Registration Statement on Form S-3 (the "REGISTRATION STATEMENT") being
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "SECURITIES ACT"), relating to the registration of 25,000
issued and outstanding shares of the Company's Common Stock, par value $.01 per
share (the "SHARES"), to be offered for sale and sold by and for the account of
an existing shareholder of the Company.
In rendering this opinion, we have relied upon (i) a copy of the
Registration Statement; (ii) an executed copy of the Sale and Purchase
Agreement dated November 12, 1996 (the "ACQUISITION AGREEMENT") among the
Company's wholly owned subsidiary, Air Express International Holding B.V., a
private company with limited liability incorporated under the laws of The
Netherlands, Muller Air Freight Holding B.V., a private company with limited
liability incorporated under the laws of The Netherlands, and Mr. Sjoerd Van
Loon, a resident of The Netherlands, pursuant to which document the Shares were
originally issued by the Company; and (iii) a certificate from ChaseMellon
Shareholder Services, L.L.C., the stock transfer agent for the Company,
certifying that certificates representing the Shares have been duly executed,
countersigned and registered pursuant to the terms of the Acquisition
Agreement. We also have examined originals, or copies of originals certified
to our satisfaction, of such agreements, documents, certificates and other
statements of governmental officials and other instruments, and have examined
such questions of law and have satisfied ourselves as to such matters of fact,
as we have considered relevant and necessary as a basis for this opinion. We
have assumed the
<PAGE>
authenticity of all documents submitted to us as originals, the genuineness of
all signatures, the legal capacity of all natural persons and the conformity
with the original documents of any copies thereof submitted to us for our
examination. We also have assumed the valid authorization, execution and
delivery of the Acquisition Agreement by each party other than the Company and
the due organization, valid existence and good standing of each such party.
Based upon and subject to the foregoing, we are of the opinion that
the Shares being registered pursuant to the Registration Statement will, when
sold, be legally issued, fully paid and non-assessable.
We express no opinion as to the application of the securities or blue
sky laws of the various states to the sale of the Shares.
This opinion is limited to the laws of the State of Connecticut, the
Delaware General Corporation Law and the laws of the United States of America
to the extent applicable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to our firm that are included in
or made a part of the Registration Statement.
Sincerely,
/s/ CUMMINGS & LOCKWOOD
CUMMINGS & LOCKWOOD
2
Exhibit (23)(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports
dated March 27, 1997 included in the Annual Report on Form 10-K of the
Corporation for the year ended December 31, 1996, and to all references
to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
April 21, 1997
New York, New York
