<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 9, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GULFSTREAM AEROSPACE CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 3721 13-3554834
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification
organization) Number)
</TABLE>
P.O. BOX 2206
500 GULFSTREAM ROAD
SAVANNAH, GEORGIA 31402-2206
(912) 965-3000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
CHRIS A. DAVIS
GULFSTREAM AEROSPACE CORPORATION
P.O. BOX 2206
500 GULFSTREAM ROAD
SAVANNAH, GEORGIA 31402-2206
(912) 965-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES OF ALL COMMUNICATIONS, INCLUDING COMMUNICATIONS SENT TO AGENT FOR
SERVICE, SHOULD BE SENT TO:
<TABLE>
<S> <C>
Lois Herzeca, Esq. Robert W. Reeder, III, Esq.
FRIED, FRANK, HARRIS, SHRIVER & SULLIVAN & CROMWELL
JACOBSON 125 Broad Street
One New York Plaza New York, New York 10004-2498
New York, New York 10004-1980 (212) 558-4000
(212) 859-8000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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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, as amended (the "Securities Act"), check the following box. / /
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. /X/ 333-09897
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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CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED PRICE(1)(2) REGISTRATION FEE(2)
<S> <C> <C>
Common Stock, par value $.01 per share............... $170,000,000 $51,516
</TABLE>
(1) A portion of the proposed maximum aggregate offering price represents shares
that are to be offered outside of the United States but that may be resold
from time to time in the United States. Such shares are not being registered
for the purpose of sales outside the United States.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o).
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<PAGE>
EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933 ("Rule 462(b)") and includes the registration statement
facing page, this page, the signature page, and exhibit index, an opinion of
counsel and an accountants' consent. Pursuant to Rule 462(b), the contents of
the registration statement on Form S-1 (File No. 333-09897) of Gulfstream
Aerospace Corporation, including the exhibits thereto (the "Initial Registration
Statement"), are incorporated by reference into this registration statement.
This registration statement covers the registration of $170,000,000 aggregate
offering price of Common Stock of Gulfstream Aerospace Corporation for sale in
the offer referred to in the Initial Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Gulfstream
Aerospace Corporation has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Savannah and the State of Georgia on the 9th day of October, 1996.
GULFSTREAM AEROSPACE CORPORATION
By: /s/ CHRIS A. DAVIS
-----------------------------------
Chris A. Davis
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------- ------------------------
<C> <S> <C>
*
------------------------------- Chairman of the Board; Director October 9, 1996
Theodore J. Forstmann
*
------------------------------- President and Chief Operating Officer; Director October 9, 1996
Fred A. Breidenbach
/s/ CHRIS A. DAVIS Executive Vice President, Chief Financial
------------------------------- Officer (Principal Financial Officer and October 9, 1996
Chris A. Davis Principal and Accounting Officer)
*
------------------------------- Director October 9, 1996
William R. Acquavella
*
------------------------------- Director October 9, 1996
Robert Anderson
*
------------------------------- Director October 9, 1996
Charlotte L. Beers
*
------------------------------- Director October 9, 1996
Thomas D. Bell, Jr.
*
------------------------------- Executive Vice President; Director October 9, 1996
W.W. Boisture, Jr.
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------- ------------------------
<C> <S> <C>
*
------------------------------- Director October 9, 1996
Nicholas C. Forstmann
*
------------------------------- Director October 9, 1996
Sandra J. Horbach
*
------------------------------- Director October 9, 1996
Drew Lewis
*
------------------------------- Vice Chairman of the Board; Director October 9, 1996
Bryan T. Moss
*
------------------------------- Director October 9, 1996
Allen E. Paulson
*
------------------------------- Director October 9, 1996
Roger S. Penske
*
------------------------------- Director October 9, 1996
Colin L. Powell
*
------------------------------- Director October 9, 1996
Gerard Roche
*
------------------------------- Director October 9, 1996
Donald H. Rumsfeld
*
------------------------------- Director October 9, 1996
George P. Shultz
*
------------------------------- Director October 9, 1996
Robert S. Strauss
*By /s/ CHRIS A. DAVIS
--------------------------
CHRIS A. DAVIS
ATTORNEY-IN-FACT
</TABLE>
II-2
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBITS PAGE
- ----------- ---------
<C> <S> <C> <C>
5.1 -- Opinion of Fried, Frank, Harris, Shriver & Jacobson as to the validity of the
securities being registered.
23.1 -- Consent of Fried, Frank, Harris, Shriver & Jacobson (included in Exhibit 5.1).
23.2 -- Consent of Deloitte & Touche LLP.
23.3 -- Consent of Aviation Week Group (filed as Exhibit 23.3 to the Registration Statement
on Form S-1 of the Gulfstream Aerospace Corporation (File No. 333-09897) and
incorporated herein by reference).
24.1 -- Powers of Attorney (filed as Exhibit 23.4 to the Registration Statement on Form S-1
of Gulfstream Aerospace Corporation (File No. 333-09897) and incorporated herein by
reference).
</TABLE>
<PAGE>
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004 - 1980
212 - 859 - 8000
FAX - 212 - 859 - 4000
WRITER'S DIRECT LINE
(212) 859-8076
October 9, 1996 (FAX: (212) 859-8587)
Gulfstream Aerospace Corporation
P.O. Box 2206
500 Gulfstream Road
Savannah, Georgia 31402-2206
Re: Registration Statement of Gulfstream Aerospace
Corporation on Form S-1 Filed Pursuant to
Rule 462(b) (the "462(b) Registration Statement")
-------------------------------------------------
Ladies and Gentlemen:
We have acted as special counsel for Gulfstream Aerospace Corporation,
a Delaware corporation (the "Company"), in connection with the underwritten
initial public offering (the "Offering") by the Company and certain of the
Company's stockholders of 42,500,000 shares (the "Shares") of common stock, par
value $.01 per share (the "Common Stock") of the Company, including Shares which
may be offered and sold upon the exercise of over-allotment options granted to
the underwriters. The Shares are to be offered to the public pursuant to a U.S.
underwriting agreement among the Company, the selling stockholders named
therein, and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co. Incorporated, as representatives of the
U.S. underwriters, and an international underwriting agreement among the
Company, the selling stockholders named therein, and Goldman Sachs
International, Merrill Lynch International and Morgan Stanley & Co.
International Limited, as representatives of the international underwriters
(together, the "Underwriting Agreements"). The opinion set forth below is based
on the assumption that, prior to the sale of the Shares pursuant to the
Underwriting Agreements, the Company will amend and restate its certificate of
incorporation (as amended and restated, the "Restated Charter") to read
substantially in the form filed as Exhibit 3.1 to the Registration Statement, as
amended (the "Initial Registration Statement"), of the Company on Form S-1
(No. 333-09897).
<PAGE>
Gulfstream Aerospace Corporation -2- October 9, 1996
The Shares to be sold in the Offering include Shares to be issued upon
the exercise of stock options (the "Option Shares") granted pursuant to (a) the
Company's stock option plan (the "Plan"), and related stock option agreements,
and (b) certain stock option agreements ("Non-Plan Option Agreements") between
the Company and certain of its current and former directors, advisors and
consultants.
With your permission, all assumptions and statements of reliance
herein have been made without any independent investigation or verification on
our part except to the extent otherwise expressly stated, and we express no
opinion with respect to the subject matter or accuracy of such assumptions or
items relied upon.
In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records of
the Company, such certificates of public officials and such other documents, and
(iii) received such information from officers and representatives of the Company
as we have deemed necessary or appropriate for the purposes of this opinion. In
all examinations, we have assumed the legal capacity of all natural persons
executing documents, the genuineness of all signatures, the authenticity of
original and certified documents and the conformity to original or certified
copies of all copies submitted to us as conformed or reproduction copies. As to
various questions of fact relevant to the opinions expressed herein, we have
relied upon, and assume the accuracy of, representations and warranties
contained in the documents and certificates and oral or written statements and
other information of or from representatives of the Company and others and
assume compliance on the part of all parties to the documents with their
covenants and agreements contained therein.
Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that the
Shares registered pursuant to the Initial Registration Statement and the 462(b)
Registration Statement (when issued and delivered pursuant to the provisions of
Article Fourth of the Restated Charter and (i) in the case of the Option Shares,
when issued, delivered and paid for in accordance with the provisions of the
Plan and the applicable option agreements or with the provisions of the
applicable Non-Plan Option Agreements, as the case may be and (ii) in the case
of the Shares to be sold by the Company, when issued, delivered and paid for in
accordance with the terms of the Underwriting Agreements) will be duly
authorized, validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the General Corporation Law
of the State of Delaware, as currently in effect.
We hereby consent to the filing of this opinion as an exhibit to the
462(b) Registration Statement and to the reference to this firm under the
caption "Validity of
<PAGE>
Gulfstream Aerospace Corporation -3- October 9, 1996
Common Stock" in the Initial Registration Statement. In giving such consent, we
do not hereby admit that we are in the category of such persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/Lois Herzeca
---------------------------------------------
Lois Herzeca
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to use in this Registration Statement of Gulfstream Aerospace
Corporation on Form S-1, filed pursuant to Rule 462(b) relating to the earlier
Registration Statement on Form S-1 (File No. 333-09897), of our report dated
February 2,1996 included in or made a part of this Registration Statement, and
of our report dated August 6, 1996 relating to the financial statement schedules
also included in or made a part of this Registration Statement.
We also consent to the reference to us included in or made a part of this
Registration Statement under the heading "Experts."
DELOITTE & TOUCHE LLP
Atlanta, Georgia
October 9, 1996
