AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
SEPTEMBER 10, 1997
REGISTRATION NO. 333-
- ------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
GULFSTREAM AEROSPACE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3554834
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
P.O. Box 2206
500 Gulfstream Road
Savannah, Georgia
31402-2206
(Address of
registrant's principal
executive
offices)
CERTAIN SHARES TO BE ISSUED UNDER THE
GULFSTREAM AEROSPACE CORPORATION
AMENDED AND RESTATED 1990 STOCK OPTION PLAN
(Full title of the plan)
Ira P. Berman, Esq.
Senior Vice President and General Counsel
500 Gulfstream Road
P.O. Box 2206
Savannah, Georgia 31402
(912) 965-3000
(Name, address, and telephone number of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount to Offering Aggregate Amount of
to be be Price Per Offering Registration
Registered Registered Share Price Fee
- ------------- ---------- --------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 318,544 $4.10 (1) $1,306,030.40(1) $395.77 (1)
$.01 par value shares
per share
<FN>
(1) Pursuant to Rule 457 (h), the maximum offering price and
registration are based on the maximum price at which employee
stock options covering the registered shares may be exercised.
</FN>
</TABLE>
EXPLANATORY NOTE
This Registration Statement relates to the Amended and
Restated 1990 Stock Option Plan (the "Stock Option Plan") of
Gulfstream Aerospace Corporation (the "Company"). The Stock
Option Plan provides for the granting of options to purchase
shares of common stock of the Company, par value $.01 per share
(the "Common Stock"), to any employee or director of, or
consultant or advisor to, the Company or its subsidiaries.
Messrs. Fred A. Breidenbach, John A. Morrison and Donald B.
Cooper (collectively the "Employees") currently hold stock
options to purchase 514,814, 56,834 and 7,526 shares of Common
Stock, respectively, pursuant to the Stock Option Plan. In
connection with their termination of employment, the Employees
must exercise or forfeit their options, and in connection with
any such exercises, the Employees will become subject to federal,
state and local income taxes (the "Taxes"). The purpose of this
Registration Statement is to enable the Employees to sell
immediately up to a specified number of shares of Common Stock
having a fair market value approximately equal to the amount of
the Taxes. Accordingly, this Registration Statement relates to
the registration of 283,147, 31,258 and 4,139 shares,
respectively, of Common Stock which are issuable upon the
exercise of options by Messrs. Breidenbach, Morrison and Cooper.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which have been filed by the
Company with the Securities and Exchange Commission (the
"Commission"), are incorporated by reference in this Registration
Statement.
(a) The Company's Annual Report on Form 10-K for the
year ended December 31, 1996 (the "Form 10-K"); and
(b) The Company's Quarterly Reports on Form 10-Q for
the quarterly periods ended March 31, 1997 and June 30,
1997; and
(c) The description of the Common Stock of the
Company, which is registered under Section 12 of the
Securities Exchange Act of 1934 (the "Exchange Act"),
contained in the Registration Statement on Form S-1 filed
with the Commission on October 9, 1996 (No. 333-09897).
All documents filed subsequent to the date hereof by
the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of the filing (such
documents and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"). Any statement
contained herein or in an Incorporated Document deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes hereof to the extent that a statement
contained herein or in any other subsequently filed Incorporated
Document modifies or supersedes such statement. Any such
statement as so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
Item 6. Indemnification of Directors and Officers
The Restated Certificate of Incorporation and the By-Laws of
the Company provide for indemnification, to the fullest extent
permitted by the DGCL, of any person who is or was involved in
any manner in any pending, threatened or completed investigation,
claim or other proceeding by reason of the fact that such person
is or was a director or officer of the Company or, at the request
of the Company, is or was serving as a director or officer of
another entity, against all expenses, liabilities, losses and
claims actually incurred or suffered by such person in connection
with the investigation, claim or other proceeding. The By-Laws
also provide that the Company shall advance expenses to a
director or officer upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it is
ultimately determined that the director or officer is not
entitled to be indemnified by the Company.
Article SIXTH of the Restated Certificate of Incorporation
provides that directors of the Company shall not, to the fullest
extent permitted by the DGCL, be liable to the Company or any of
its stockholders for monetary damages for any breach of fiduciary
duty as a director. The Restated Certificate of Incorporation
also provides that if the DGCL is amended to permit further
elimination or limitation of the personal liability of directors,
then the liability of the directors of the Company shall be
eliminated or limited to the fullest extent permitted by the DGCL
as so amended.
The Company and Gulfstream Delaware Corporation have entered
into agreements to provide indemnification for the Company's
directors and certain officers in addition to the indemnification
provided for in the Restated Certificate of Incorporation and the
By-Laws. These agreements, among other things, will indemnify
the Company's directors and certain officers to the fullest
extent permitted by Delaware law for certain expenses (including
attorneys' fees) and all losses, claims, liabilities, judgments,
fines and settlement amounts incurred by such person arising out
of or in connection with such person's service as a director or
officer of the Company or another entity for which such person
was serving as an officer or director at the request of the
Company.
Policies of insurance are maintained by the Company under
which its directors and officers are insured, within the limits
and subject to the limitations of the policies, against certain
expenses in connection with the defense of, and certain
liabilities which might be imposed as a result of, actions, suits
or proceedings to which they are parties by reason of being or
having been such directors or officers.
Item 8. Exhibits
Exhibit No. Description of Exhibit
4.1 -- Form of Restated Certificate of Incorporation.
(Filed as Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (File No. 333-
09897) and incorporated herein by reference)
4.2 -- Form of Restated By-Laws. (Filed as Exhibit 3.2
to the Company's Registration Statement on Form S-
1 (File No. 333-09897) and incorporated herein by
reference)
4.3 -- Specimen Form of Common Stock Certificate.
(Filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-1 (File No. 333-
09897) and incorporated herein by reference)
4.4 -- Gulfstream Aerospace Corporation Stock Option
Plan. (Filed as Exhibit 10.7 to the Company's
Registration Statement on Form S-1 (File No. 333-
09897) and incorporated herein by reference)
4.5 -- Amended and Restated Gulfstream Aerospace
Corporation 1990 Stock Option Plan, as further
amended through July 30, 1997. (Filed as Exhibit
10.27 to the Company's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1997
and incorporated herein by reference)
4.6 -- Form of Employee Stock Option Agreement. (Filed
as Exhibit 10.9 to the Company's Annual Report on
Form 10-K for the Fiscal Year ended December 31,
1996 and incorporated herein by reference)
4.7 -- Form of Stockholders' Agreement. (Filed as
Exhibit 10.10 to the Company's Annual Report on
Form 10-K for the Fiscal Year ended December 31,
1996 and incorporated herein by reference)
5.1 -- Opinion of Ira P. Berman, Esq. (as to the
legality of the shares of Common Stock covered by
the Registration Statement)
23.1 -- Consent of Deloitte & Touche LLP
23.2 -- Consent of Ira P. Berman, Esq. (included in
Exhibit 5.1)
24.1 -- Powers of Attorney (included on the signature
pages)
Item 9. Undertakings
The Company hereby undertakes:
(a) To file, during any period in which offers or
sales are being made, a post-effective amendment to the
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.
(b) That, for the purpose of determining any liability
under the Securities Act, each post-effective amendment to
this 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) 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.
(d) That, for the purpose of determining any liability
under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in this
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 Company pursuant to
the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the 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 Company of
expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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
and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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
Savannah, Georgia, on September 10, 1997.
GULFSTREAM AEROSPACE CORPORATION
By: /s/ Chris A. Davis
-------------------------
Chris A. Davis
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Chris A.
Davis and Ira P. Berman, and each of them, as his true and lawful
attorneys-in-fact and agents, each acting alone, with full powers
of substitution and resubstitution, for him in his or her name,
place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement and any additional
registration statements pursuant to Instruction E to Form S-8 and
any and all documents in connection therewith, and to file the
same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, and
hereby ratifies, approves and confirms all that his said
attorneys-in-fact and agents, each acting alone, 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 by the following
persons in the capacities and on the dates indicated:
Signature Title Date
/s/ Theodore J. Forstmann Chairman of the Sept. 10, 1997
------------------------------ Board and
Theodore J. Forstmann Director
/s/ James T. Johnson President and Sept. 2, 1997
------------------------------ Chief Operating
James T. Johnson Officer and
Director
/s/ Bryan T. Moss Vice Chairman of Sept. 10, 1997
------------------------------ the Board and
Bryan T. Moss Director
/s/ Chris A. Davis Executive Vice Sept. 10, 1997
------------------------------ President,
Chris A. Davis Chief Financial
Officer and
Secretary
(Principal
Financial
Officer and
Principal
Accounting
Officer) and
Director
/s/ W. W. Boisture, Jr. Executive Vice Sept. 10, 1997
------------------------------ President and
W.W. Boisture, Jr. Director
/s/ William R. Acquavella Director Sept. 2, 1997
------------------------------
William R. Acquavella
/s/ Robert Anderson Director Sept. 2, 1997
------------------------------
Robert Anderson
/s/ Charlotte L. Beers Director Sept. 10, 1997
------------------------------
Charlotte L. Beers
/s/ Thomas D. Bell, Jr. Director Sept. 2, 1997
------------------------------
Thomas D. Bell, Jr.
/s/ Lynn Forester Director Sept. 10, 1997
------------------------------
Lynn Forester
/s/ Nicholas C. Forstmann Director Sept. 10, 1997
------------------------------
Nicholas C. Forstmann
/s/ Sandra J. Horbach Director Sept. 10, 1997
------------------------------
Sandra J. Horbach
/s/ Drew Lewis Director Sept. 4, 1997
------------------------------
Drew Lewis
/s/ Mark H. McCormack Director Sept. 3, 1997
------------------------------
Mark H. McCormack
/s/ Michael S. Ovitz Director Sept. 5, 1997
------------------------------
Michael S. Ovitz
/s/ Allen E. Paulson Director Sept. 1, 1997
------------------------------
Allen E. Paulson
/s/ Roger S. Penske Director Sept. 10, 1997
------------------------------
Roger S. Penske
/s/ Colin L. Powell Director Sept. 2, 1997
------------------------------
Colin L. Powell
/s/ Gerard Roche Director Sept. 4, 1997
------------------------------
Gerard Roche
/s/ Donald H. Rumsfeld Director Sept. 2, 1997
------------------------------
Donald H. Rumsfeld
/s/ George P. Shultz Director Sept. 2, 1997
------------------------------
George P. Shultz
/S/ Robert S. Strauss Director Sept. 10, 1997
------------------------------
Robert S. Strauss
INDEX TO EXHIBITS
Exhibit Page
No. Description of Exhibit No.
4.1 -- Form of Restated Certificate of Incorporation.
(Filed as Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (File No. 333-
09897) and incorporated herein by reference)
4.2 -- Form of Restated By-Laws. (Filed as Exhibit 3.2
to the Company's Registration Statement on Form S-
1 (File No. 333-09897) and incorporated herein by
reference)
4.3 -- Specimen Form of Common Stock Certificate.
(Filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-1 (File No. 333-
09897) and incorporated herein by reference)
4.4 -- Gulfstream Aerospace Corporation Stock Option
Plan. (Filed as Exhibit 10.7 to the Company's
Registration Statement on Form S-1 (File No. 333-
09897) and incorporated herein by reference)
4.5 -- Amended and Restated Gulfstream Aerospace
Corporation 1990 Stock Option Plan, as further
amended through July 30, 1997. (Filed as Exhibit
10.27 to the Company's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1997
and incorporated herein by reference)
4.6 -- Form of Employee Stock Option Agreement. (Filed
as Exhibit 10.9 to the Company's Annual Report on
Form 10-K for the Fiscal Year ended December 31,
1996 and incorporated herein by reference)
4.7 -- Form of Stockholders' Agreement. (Filed as
Exhibit 10.10 to the Company's Annual Report on
Form 10-K for the Fiscal Year ended December 31,
1996 and incorporated herein by reference)
5.1 -- Opinion of Ira P. Berman, Esq. (as to the
legality of the shares of Common Stock covered by
the Registration Statement)
23.1 -- Consent of Deloitte & Touche LLP
23.2 -- Consent of Ira P. Berman, Esq. (included in
Exhibit 5.1)
24.1 -- Powers of Attorney (included on the signature
pages)
Exhibit 5.1
September 10, 1997
Gulfstream Aerospace Corporation
P. O. Box 2206
500 Gulfstream Road
Savannah, Georgia 31402-2206
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of
Gulfstream Aerospace Corporation, a Delaware corporation
(the "Company"). The Company is filing with the Securities
and Exchange Commission a Registration Statement on Form S-8
(the "Registration Statement") covering the sale of up to
318,544 shares (the "Shares") of Common Stock, par value
$.01 per share, of the Company, pursuant to the Company's
Amended and Restated 1990 Stock Option Plan (the "Plan").
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, I 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 I have
deemed necessary or appropriate for the purposes of this
opinion. In all examinations, I 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, I have relied
upon, and assume the accuracy of, representations and
warranties contained in 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, I am of the opinion that the Shares, when issued,
delivered and paid for in accordance with the provisions of
the Plan and the applicable option agreements thereunder,
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 Registration Statement. In giving such
consent, I do not hereby admit that I am in the category of
such persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.
Very truly yours,
/s/ Ira P. Berman
--------------------
Ira P. Berman
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Gulfstream Aerospace Corporation on Form S-8 of our
reports dated January 31, 1997, appearing in and incorporated by
reference in the Annual Report on Form 10-K of Gulfstream Aerospace
Corporation for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
- ----------------------------------
Deloitte & Touche LLP
Atlanta, Georgia
September 8, 1997
