AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 7, 1998
REGISTRATION NO. 333-
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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 jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
P.O. BOX 2206
500 GULFSTREAM ROAD
SAVANNAH, GEORGIA 31402-2206
(Address of registrant's principal
executive offices)
100TH GULFSTREAM V
STOCK OPTION PROGRAM
(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
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 555,200 $ 43.00 (FN1) $ 23,873,600.00(FN1) $7,042.71(FN1)
=======================================================================================================================
<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 a program under which
Gulfstream Aerospace Corporation (the "Company") will grant to each
full-time employee (excluding Vice President level and above and
commissioned sales executives) an option to buy 100 shares of common stock
of the Company, par value $.01 per share (the "Common Stock"), in
recognition of the sale of the 100th Gulfstream V Aircraft.
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, 1997 (the "Form 10-K"); and
(b) The Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1998; 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 -- Resolutions of the Employee Benefit Plan Committee of the
Board of Directors granting the options covered by the
Registration.*
4.5 -- Form of Employee Stock Option Agreement.*
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)
* Filed herewith.
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 June 30, 1998.
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 Board June 26, 1998
- ------------------------------- and Director
Theodore J. Forstmann
/s/ James T. Johnson President and Chief Operating June 26, 1998
- ------------------------------- Officer and Director
James T. Johnson
/s/ Bryan T. Moss Vice Chairman of the Board June 26, 1998
- ------------------------------- and Director
Bryan T. Moss
/s/ Chris A. Davis Executive Vice President, June 26, 1998
- ------------------------------- Chief Financial Officer
Chris A. Davis and Secretary (Principal
Financial Officer and
Principal Accounting Officer)
and Director
/s/ W. W. Boisture, Jr. Executive Vice President and June 25, 1998
- ------------------------------- Director
W.W. Boisture, Jr.
/s/ Robert Anderson Director June 25, 1998
- -------------------------------
Robert Anderson
/s/ Charlotte L. Beers Director June 26, 1998
- -------------------------------
Charlotte L. Beers
/s/ Thomas D. Bell, Jr. Director June 26, 1998
- -------------------------------
Thomas D. Bell, Jr.
/s/ Lynn Forester Director June 26, 1998
- -------------------------------
Lynn Forester
/s/ Nicholas C. Forstmann Director June 26, 1998
- -------------------------------
Nicholas C. Forstmann
/s/ Sandra J. Horbach Director June 26, 1998
- -------------------------------
Sandra J. Horbach
/s/ Henry A. Kissinger Director June 26, 1998
- -------------------------------
Henry A. Kissinger
/s/ Drew Lewis Director June 26, 1998
- -------------------------------
Drew Lewis
/s/ Mark H. McCormack Director June 29, 1998
- -------------------------------
Mark H. McCormack
/s/ Michael S. Ovitz Director June 26, 1998
- -------------------------------
Michael S. Ovitz
/s/ Allen E. Paulson Director June 25, 1998
- -------------------------------
Allen E. Paulson
/s/ Roger S. Penske Director June 26, 1998
- -------------------------------
Roger S. Penske
/s/ Colin L. Powell Director June 25, 1998
- -------------------------------
Colin L. Powell
/s/ Gerard Roche Director June 25, 1998
- -------------------------------
Gerard Roche
/s/ Donald H. Rumsfeld Director June 26, 1998
- -------------------------------
Donald H. Rumsfeld
/s/ George P. Shultz Director June 26, 1998
- -------------------------------
George P. Shultz
/s/ Robert S. Strauss Director June 26, 1998
- -------------------------------
Robert S. Strauss
INDEX TO EXHIBITS
-----------------
EXHIBIT NO.
-----------
DESCRIPTION OF EXHIBIT PAGE 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-- Resolutions of the Employee Benefit Plan
Committee of the Board of Directors granting
the options covered by the Registration
Statement. *
4.5-- Form of Employee Stock Option Agreement. *
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)
* Filed herewith.
EXHIBIT 4.4
ACTION BY UNANIMOUS WRITTEN CONSENT
OF
THE EMPLOYEE BENEFIT PLAN COMMITTEE
OF
THE BOARD OF DIRECTORS
OF
GULFSTREAM AEROSPACE CORPORATION
The undersigned, constituting all of the members of the Employee
Benefit Plan Committee of the Board of Directors of Gulfstream Aerospace
Corporation, a Delaware corporation (the "Company"), pursuant to Section
141(f) of the General Corporation Law of the State of Delaware, hereby
consent to the adoption of the resolution set forth below:
RESOLVED, that, in recognition of the sale of the 100th
Gulfstream V aircraft, the Company grant to each full-time employee of
the Company below the level of Vice President (excluding commission
sales executives and employees at the Company's Mexicali, Mexico
facility), an option to purchase 100 shares of Common Stock of the
Company, at a price equal to the closing price of the Common Stock on
the date all signatures on this written consent have been obtained;
and be it further
RESOLVED, that such options shall have the terms and conditions
set forth in the form of Stock Option Agreement attached hereto as
Exhibit 1, and that the proper officers of the Company be, and each of
them individually hereby is, authorized on behalf of the Company to
enter into a stock option agreement in such form (and with such
changes as they may determine to be necessary or desirable) to reflect
each such grant.
IN WITNESS WHEREOF, the undersigned have executed this written consent
on the date or dates specified below.
Dated: June 25, 1998 /s/ Nicholas C. Forstmann
------------------------------ -------------------------
Nicholas C. Forstmann
Dated: June 24, 1998 /s/ Gerard R. Roche
------------------------------ -------------------------
Gerard R. Roche
Dated: June 24, 1998 /s/ Robert S. Strauss
------------------------------ -------------------------
Robert S. Strauss
EXHIBIT 4.5
GULFSTREAM AEROSPACE CORPORATION
STOCK OPTION AGREEMENT
Date: June 25, 1998
Number of Shares: 100 Shares
Exercise Price: $43.00 per share
Expiration Date: June 25, 2008
In recognition of the sale of the 100th Gulfstream V, Gulfstream
Aerospace Corporation has granted you an option to buy 100 shares of
Gulfstream Common Stock. The exercise price, which is the price per share
you will pay if you exercise your option, is the closing price of
Gulfstream Common Stock on June 25, 1998, or $43.00 per share. If in the
future, the price of Gulfstream Common Stock is higher than the exercise
price, you will be able to exercise your option and then sell the shares at
the higher price for a profit.
Your option is fully vested immediately. This means you can exercise
your option at any time between today and the expiration date, June 25,
2008. You don't need to exercise all 100 shares at the same time, but must
exercise in minimum 25 share increments. If you exercise only part of the
option, you will continue to hold the option for the rest of the shares. If
you take normal or early retirement under Gulfstream's Retirement Plan, you
may continue to hold your option until the expiration date. If you die
while employed, your representatives will have one year after your death to
exercise. If you cease to be a full-time employee of Gulfstream for any
other reason, you must exercise the option within 90 days after your last
day of employment, or the option will be lost. This option belongs only to
you and may not be transferred by you to anyone else.
In order to exercise, you must notify the Legal Department (Attention:
Stock Option Administration) in writing, that you would like to exercise
and you must specify how many shares (25, 50, 75 or 100) you would like to
exercise. You will then be required to pay Gulfstream the exercise price
for the number of shares you are buying, as well as withholding taxes
related to the transaction.
Please sign both copies of this Agreement below and return one copy to
the office of Chris A. Davis, Executive Vice President and Chief Financial
Officer, via interoffice mail to mail stop B-03 in Savannah, Georgia no
later than July 31, 1998. A pre-addressed envelope is attached for your
use.
GULFSTREAM AEROSPACE CORPORATION
By:
-------------------------------------
Chris A. Davis
Executive Vice President and Chief
Financial Officer
- ----------------------------------------
Your Signature
- ----------------------------------------
Your Name (Please Print):
Your Social Security Number:
------------
Your Employee Perm Number:
-------------
EXHIBIT 5.1
[LETTERHEAD OF GULFSTREAM AEROSPACE CORPORATION]
July 7, 1998
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 555,200
(the "Shares") of Common Stock, par value $.01 per share, of the Company,
pursuant to the Company's 100th Gulfstream V Stock Option Program (the
"Plan").
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 or sold, and when 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 30, 1998, appearing in and incorporated by reference in the Annual
Report on Form 10-K of Gulfstream Aerospace Corporation for the year ended
December 31, 1997.
/s/ Deloitte & Touche LLP
- -------------------------
Deloitte & Touche LLP
Atlanta, Georgia
July 6, 1998
