As filed with the Securities and Exchange Commission on July 14, 1999
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
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GULFSTREAM AEROSPACE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3554834
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
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)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount to Offering Aggregate Amount of
Title of Securities be Price Per Offering Registration
to be Registered Registered Share Price Fee
- ------------------------------------------------------------------------------
Common Stock, par value 1 share(1)(2) $68.91(3) $68.91 $1.00
$.01 per share
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(1) Includes an indeterminate number of shares of Common Stock that may be
issuable by reason of stock splits, stock dividends or similar
transactions in accordance with Rule 416 under the Securities Act of
1933.
(2) See "Explanatory Note."
(3) Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, the
amounts are calculated based upon the average of the high and low sale
prices for the Common Stock as reported on the New York Stock Exchange
on July 12, 1999, and are used solely for the purpose of calculating the
registration fee.
<PAGE>
EXPLANATORY NOTE
This Registration Statement is filed pursuant to Instruction E to Form
S-8 to register additional shares of common stock of Gulfstream Aerospace
Corporation (the "Company"), par value $.01 per share (the "Common Stock"),
issuable under the Company's Amended and Restated 1990 Stock Option Plan
(the "Plan"). This Registration Statement relates to shares of Common Stock
which may be issued upon the exercise of non-qualified stock options
granted prior to December 9, 1998 under the Plan. On February 3, 1999, the
Company registered 1,953,145 shares of Common Stock on a Registration
Statement (File No. 333-71689) (the "Form S-8") which were issuable upon
the exercise of stock options granted under the Plan on and following
December 9, 1998. As of the date hereof, none of these 1,953,145 shares of
Common Stock have been issued under the Form S-8. The Company has carried
forward into this Registration Statement all of these 1,953,145 shares of
Common Stock and that portion of the filing fee which was previously paid
upon the registration of these 1,953,145 shares of Common Stock.
Pursuant to Instruction E to Form S-8, the Registrant hereby
incorporates by reference into this Registration Statement the contents of
the Form S-8 and all post-effective amendments thereto.
Item 8. Exhibits
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 -- Form of Restated Certificate of Incorporation (Filed as
Exhibit 3.1 to the Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on October 9, 1996
(No. 333-09897) (the "Form S-1") and incorporated herein by
reference)
4.2 -- Form of Restated By-Laws (Filed as Exhibit 3.2 to the Form S-1
and incorporated herein by reference)
4.3 -- Specimen Form of Common Stock Certificate (Filed as Exhibit 4.1
to the Form S-1 and incorporated herein by reference)
4.4 -- Amended and Restated Gulfstream Aerospace Corporation 1990 Stock
Option Plan, as further amended through December 2, 1998 (Filed
as Exhibit 4.4 to the Form S-8 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 -- Power of Attorney (filed as part of the signature page to the
Form S-8 and incorporated herein by reference)
* Filed herewith.
<PAGE>
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 July 14, 1999.
GULFSTREAM AEROSPACE CORPORATION
By: /s/ Chris A. Davis
----------------------------------
Chris A. Davis
Executive Vice President and
Chief Financial and Administrative
Officer
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
--------- ----- ----
* Chairman of the Board, July 14, 1999
- ------------------------- Chief Executive Officer and
Theodore J. Forstmann Director
* President, Chief Operating July 14, 1999
- ------------------------- Officer and Director
W.W. Boisture, Jr.
* Executive Vice President, July 14, 1999
- ------------------------- Chief Financial and
Chris A. Davis Administrative Officer,
Secretary and Director
(Principal Financial Officer
and Principal Accounting
Officer)
* Vice Chairman of the Board July 14, 1999
- ------------------------- and Director
Bryan T. Moss
* Director July 14, 1999
- -------------------------
Robert Anderson
* Director July 14, 1999
- -------------------------
Charlotte L. Beers
Director July __, 1999
- -------------------------
Thomas D. Bell, Jr.
* Director July 14, 1999
- -------------------------
Lynn Forester
* Director July 14, 1999
- -------------------------
Nicholas C. Forstmann
* Director July 14, 1999
- -------------------------
Sandra J. Horbach
* Director July 14, 1999
- -------------------------
James T. Johnson
* Director July 14, 1999
- -------------------------
Henry A. Kissinger
* Director July 14, 1999
- -------------------------
Drew Lewis
* Director July 14, 1999
- -------------------------
Mark H. McCormack
Director July __, 1999
- -------------------------
Michael S. Ovitz
Director July __, 1999
- -------------------------
Allen E. Paulson
* Director July 14, 1999
- -------------------------
Roger S. Penske
* Director July 14, 1999
- -------------------------
Colin L. Powell
* Director July 14, 1999
- -------------------------
Gerard Roche
* Director July 14, 1999
- -------------------------
Donald H. Rumsfeld
* Director July 14, 1999
- -------------------------
George P. Shultz
* Director July 14, 1999
- -------------------------
Robert S. Strauss
* By: /s/ Chris A. Davis
-----------------------
Chris A. Davis
Attorney-In-Fact
<PAGE>
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 Form of Restated Certificate of Incorporation (Filed as Exhibit
3.1 to the Form S-1 and incorporated herein by reference)
4.2 Form of Restated By-Laws (Filed as Exhibit 3.2 to the Form S-1
and incorporated herein by reference)
4.3 Specimen Form of Common Stock Certificate (Filed as Exhibit 4.1
to the Form S-1 and incorporated herein by reference)
4.4 Amended and Restated Gulfstream Aerospace Corporation 1990
Stock Option Plan, as further amended through December 2, 1998
(Filed as Exhibit 4.4 to the Form S-8 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 Power of Attorney (filed as part of the signature page to the
Form S-8 and incorporated herein by reference)
* Filed herewith.
Exhibit 5.1
July 14, 1999
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
1,953,145 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").
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, 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.
I hold stock options granted under the Plan.
I 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
February 1, 1999 (March 1, 1999 as to Note 16), appearing in and
incorporated by reference in the Annual Report on Form 10-K of Gulfstream
Aerospace Corporation for the year ended December 31, 1998.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Atlanta, Georgia
July 14, 1999
