As filed with the Securities and Exchange Commission on June 11, 1997
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------
PACIFIC AEROSPACE & ELECTRONICS, INC.
(Exact Name of Registrant as Specified in its Charter)
Washington 91-1744587
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
-------------------
434 Olds Station Road
Wenatchee, Washington 98801
(Address of Principal Executive Offices)
-------------------
AMENDED AND RESTATED STOCK INCENTIVE PLAN
INDEPENDENT DIRECTOR STOCK PLAN
COMMON STOCK PURCHASE WARRANTS NOS. 001, 002, AND 003
(Full Title of Plans)
------------------
Donald A. Wright, Chief Executive Officer
PACIFIC AEROSPACE & ELECTRONICS, INC.
434 Olds Stations Road
Wenatchee, Washington 98801
(Name and Address of Agent for Service)
(509) 664-8000
(Telephone Number, Including Area Code, of Agent for Service)
-------------------
With copy to:
Sheryl A. Symonds, Esq.
Stoel Rives LLP
One Union Square, 36th Floor
Seattle, Washington 98101-3197
-------------------
<TABLE>
<CAPTION>
Calculation of Registration Fee
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share Price (1) Fee
=====================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par value 2,260,000 (1) $8,452,975 $2,561.29
$.001 per share
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended. Of
the shares to be registered: (a) 1,188,616 shares are issuable upon
exercise of options having exercise prices of $2.11 to $5.125 per share,
for an aggregate exercise price of $5,210,762; (b) 23,400 shares have been
issued under the Independent Director Stock Plan at per share prices of
$2.17 to $5, for an aggregate issuance price of $78,000; (c)160,000 shares
are issuable upon exercise of the Common Stock Purchase Warrants Nos. 001,
002, and 003 having an exercise price of $2 per share, for an aggregate
exercise price of $320,000; and (d) 887,984 issuable under the Stock Option
Plan and the Director Plan having an estimated exercise price of $3.203 per
share (which is the average of the high and low prices of the Common Stock
on the Nasdaq National Market on June 6, 1997 as reported in The Wall
Street Journal), for an estimated aggregate exercise price of $2,844,213.
=====================================================================================================
</TABLE>
<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 is filed by Pacific Aerospace &
Electronics, Inc., a Washington corporation (the "Company") relating to the
2,260,000 shares of the Company's common stock, par value $.001 per share (the
"Common Stock"), issuable (a) upon exercise of the options granted pursuant the
Company's Amended and Restated Stock Incentive Plan (the "Stock Option Plan"),
(b) upon the grant of Common Stock under the Company's Independent Director Plan
(the "Director Plan"), and (c) upon exercise of the Company's Common Stock
Purchase Warrants Nos. 001, 002, and 003 (the "Purchase Warrants"). The Company
is the sucessor by merger to PCT Holdings, Inc., a Nevada corporation.
PART I
Item 1. Plan Information. *
Item 2. Registrant Information and Employee Plan Annual Information. *
* Information required by Part I of Form S-8 is omitted from this
Registration Statement in accordance with Rule 428 under the Securities Act
of 1933, as amended (the "Securities Act"), and the Note to Part I of Form
S-8.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents, which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:
(1) the Company's Annual Report on Form 10-KSB for the fiscal year ended
May 31, 1996.
(2) the Company's Quarterly Reports on Form 10-QSB for the three-month
periods ended August 31, 1996, November 30, 1996, and February 28, 1997.
(3) the Company's Current Reports on Form 8-K filed with the Commission on
December 12, 1996, March 12, 1997, and May 15, 1997.
(4) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year ended May 31, 1996.
(5) the description of the capital stock contained in the Company's
Registration Statement on Form 8-B filed with the Commission on February 6,
1997.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto which indicates that all securities offered
2
<PAGE>
hereunder have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such documents.
For purposes of this Registration Statement, any statement contained in
this Registration Statement, or in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Stoel Rives LLP has issued the opinion set forth in Exhibit 5 of this
Registration Statement. Sheryl A. Symonds, a principal in Stoel Rives LLP, is
also Secretary of the Company.
The Company's consolidated financial statements incorporated by reference
in this Registration Statement have been audited by Moss Adams LLP, independent
public accountants, as indicated in their reports with respect to such
consolidated financial statements, and are included in this Registration
Statement in reliance upon the authority of Moss Adams LLP as experts in giving
those reports.
Item 6. Indemnification of Directors and Officers.
Article 8 of the Company's Articles of Incorporation authorizes the Company
to indemnify its directors to the fullest extent permitted by the Washington
Business Corporations Act through the adoption of Bylaws, approval of
agreements, or by any other manner approved by the Board of Directors.
In accordance with such authorization, Section 10 of the Company's Bylaws
("Bylaws") requires indemnification, to the fullest extent permitted by
applicable law, of any person who is or has served as a director or officer of
the Company, as well as any person who, while serving as a director or officer
of the Company, served at the request of the Company as a director, officer,
employee or agent of another entity, against expenses reasonably incurred
because such person was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether formal or
informal, civil, criminal, administrative or investigative.
Notwithstanding these indemnification obligations, Section 10 of the Bylaws
states that no indemnification will be provided (a) to the extent that such
indemnification would be prohibited by the Washington Business Corporations Act
or other applicable law as then in effect, or (b) except with respect to
proceedings seeking to enforce rights to indemnification, to
3
<PAGE>
any director or officer seeking indemnification in connection with a proceeding
initiated by such person unless such proceeding was authorized by the Board of
Directors.
Section 10 of the Bylaws also provides that expenses incurred in defending
any proceeding in advance of its final disposition shall be advanced by the
Company to the director or officer upon receipt of an undertaking by or on
behalf of such person to repay such amount if it is ultimately determined that
such person is not entitled to be indemnified by the Company, except where the
Board of Directors adopts a resolution expressly disapproving such advancement.
Section 10 of the Bylaws also authorizes the Board to indemnify and advance
expenses to employees and agents of the Company on the same terms and with the
same scope and effect as the provisions thereof with respect to the
indemnification and advancement of expenses to directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
------ -----------
4.1 Articles of Incorporation of Pacific Aerospace & Electronics, Inc.,
as filed on September 20, 1996, with the Secretary of State of the
State of Washington. (1)
4.2 Bylaws of Pacific Aerospace & Electronics, Inc. (1)
4.3 Amended and Restated Stock Incentive Plan.(2)
4.4 Independent Director Stock Plan.(2)
4.4 Common Stock Purchase Warrant No. 001 from Pacific Aerospace &
Electronics, Inc. to Donald A. Wright dated as of November 30, 1996.
(3)
4.5 Common Stock Purchase Warrant No. 002 from Pacific Aerospace &
Electronics, Inc. to Nick A. Gerde dated as of November 30, 1996.
(3)
4.6 Common Stock Purchase Warrant No. 003 from Pacific Aerospace &
Electronics, Inc. to Edward Taylor dated as of November 30, 1996.
(3)
5. Opinion of Stoel Rives LLP. (3)
23.1 Consent of Moss Adams LLP. (3)
23.2 Consent of Stoel Rives LLP (included in Exhibit 5). (3)
24.1 Power of Attorney. (3)
- -----------
(1) Incorporated by reference to Exhibits 3.4 and 3.7, respectively, of the
Company's Current Report on Form 8-K filed on December 12, 1996.
(2) Incorporated by reference to the Company's Quarterly Report on Form 10-QSB
for the quarter ended November 30, 1996, filed on January 3, 1997.
(3) Submitted with this Registration Statement.
4
<PAGE>
Item 9. Undertakings.
The Company 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:
(a) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) Reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) that, individually or together, represent a fundamental
change in the information in this Registration Statement; and
(c) Include any additional or changed material information on the plan
of distribution;
provided, however, that sub-paragraphs (a) and (b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is incorporated by reference from periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act.
2. That, for determining liability under the Securities Act, each
post-effective amendment shall be treated as a new registration statement of the
securities offered, and the offering of such securities at that time shall be
treated as the initial bona fide offering.
3. To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the termination of the offering.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the City
of Seattle, State of Washington, on June 9, 1997.
PACIFIC AEROSPACE & ELECTRONICS, INC.
By: /s/ DONALD A. WRIGHT
-----------------------------------------
Donald A. Wright
Chief Executive Officer and President
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act, the Registration
Statement has been signed by the following persons in the capacities indicated
below as of June 9, 1997:
Signature Title
--------- -----
/s/ DONALD A. WRIGHT Chief Executive Officer, President and
- ---------------------------------- Director (Principal Executive Officer)
Donald A. Wright
/s/ NICK A. GERDE* Vice President Finance, Chief Financial
- ---------------------------------- Officer and Treasurer (Principal
Nick A. Gerde Financial and Accounting Officer)
/s/ DONALD B. COTTON* Director
- ----------------------------------
Donald B. Cotton
/s/ ALLEN W. DAHL, M.D.* Director
- ----------------------------------
Allen W. Dahl, M.D.
/s/ HERMAN L. "JACK" JONES* Director
- ----------------------------------
Herman L. "Jack" Jones
/s/ PAUL SCHMIDHAUSER* Director
- ----------------------------------
Paul Schmidhauser
/s/ ROGER P. VALLO* Director
- ----------------------------------
Roger P. Vallo
*By /s/ DONALD A. WRIGHT
-------------------------
Donald A. Wright
(Attorney-in-Fact)
6
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
4.1 Articles of Incorporation of Pacific Aerospace & Electronics, Inc.,
as filed on September 20, 1996, with the Secretary of State of the
State of Washington. (1)
4.2 Bylaws of Pacific Aerospace & Electronics, Inc. (1)
4.3 Amended and Restated Stock Incentive Plan.(2)
4.4 Independent Director Stock Plan.(2)
4.4 Common Stock Purchase Warrant No. 001 from Pacific Aerospace &
Electronics, Inc. to Donald A. Wright dated as of November 30, 1996.
(3)
4.5 Common Stock Purchase Warrant No. 002 from Pacific Aerospace &
Electronics, Inc. to Nick A. Gerde dated as of November 30, 1996.
(3)
4.6 Common Stock Purchase Warrant No. 003 from Pacific Aerospace &
Electronics, Inc. to Edward Taylor dated as of November 30, 1996.
(3)
5. Opinion of Stoel Rives LLP. (3)
23.1 Consent of Moss Adams LLP. (3)
23.2 Consent of Stoel Rives LLP (included in Exhibit 5). (3)
24.1 Power of Attorney. (3)
- -----------
(1) Incorporated by reference to Exhibits 3.4 and 3.7, respectively, of the
Company's Current Report on Form 8-K filed on December 12, 1996.
(2) Incorporated by reference to the Company's Quarterly Report on Form 10-QSB
for the quarter ended November 30, 1996, filed on January 3, 1997.
(3) Submitted with this Registration Statement.
7
Exhibit 4.4
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN AND WILL NOT BE, AS OF THE TIME OF ISSUANCE, REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE LAW, AND MAY NOT BE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SUCH ACT. THIS WARRANT AND SUCH SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE
WITH THE CONDITIONS SPECIFIED IN THIS WARRANT.
PACIFIC AEROSPACE & ELECTRONICS, INC.
COMMON STOCK PURCHASE WARRANT
Expiring December 24, 2004
No. 001 November 30, 1996
Pacific Aerospace & Electronics, Inc., a Washington corporation (the
"Company"), for value received, hereby certifies that DONALD A. WRIGHT, or his
registered assigns, is entitled to purchase from the Company at any time from
time to time prior to 5:00 p.m., Pacific Standard time, on December 24, 2004,
100,000 duly authorized shares of the Company's common stock, $.001 par value
per share (the "Warrant Stock"), at a purchase price per share of $2.00, all
subject to the terms and conditions set forth below.
The Company's predecessor, PCT Holdings, Inc. ("PCTH") issued a Common
Stock Purchase Warrant to Donald A. Wright on February 17, 1995, which entitled
the holder to purchase 100,000 shares of PCTH's common stock for $2.00 per share
(the "PCTH Warrant"). As a result of the reincorporation merger of the Company
and PCTH on November 30, 1996, the right of the holder of the PCTH Warrant to
purchase shares of PCTH's common stock was converted automatically into the
right to purchase the same number of shares of the Company's common stock. This
Common Stock Purchase Warrant (the "Warrant") is otherwise in all respects the
same as the PCTH Warrant and is issued to replace the PCTH Warrant. This Warrant
supersedes and replaces the PCTH Warrant in its entirety, and the PCTH Warrant
shall from the date hereof be null and void.
1. Exercise of Warrant.
1.1 Manner of Exercise. The holder of this Warrant may exercise it,
in whole or in part, during normal business hours on any business day by
surrendering this Warrant to the Company at the Company's principal office,
accompanied by an executed subscription agreement in substantially the form
annexed hereto as Exhibit A and by payment, in cash or by certified or official
bank check payable to the order of the Company, or by any combination of
-1-
<PAGE>
such methods, in the amount obtained by multiplying (a) the number of shares of
Warrant Stock designated in such subscription by (b) $2.00, whereupon such
holder shall be entitled to receive the number of duly authorized, validly
issued, fully paid and nonassessable shares of Warrant Stock as is indicated on
the subscription.
1.2 When Exercise Effective. Each exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of business on the
business day on which this Warrant shall have been surrendered to the Company as
provided in Section 1.1, and at such time the person or persons in whose name or
names any certificate or certificates for shares of Warrant Stock shall be
issued upon such exercise shall be deemed for all corporate purposes to have
become the holder of the record thereof.
1.3 Delivery of Stock Certificates. As soon as practicable after
each exercise of this Warrant, and in any event within five business days
thereafter, the Company at its expense (including the payment by it of any
applicable issue taxes) will cause to be issued in the name of and delivered to
the holder hereof or to the person or entity such holder may direct (and upon
payment by such holder of any applicable transfer taxes), a certificate or
certificates for the number of duly authorized, validly issued, fully paid and
nonassessable shares of Warrant Stock to which the holder or its designee shall
be entitled upon such exercise.
1.4 Partial Exercise.
1.4.1 Fractional Shares. In the event of any partial exercise of
this Warrant, the Company will not issue certificates for any fractional shares
of the Warrant Stock to which the holder otherwise may be entitled, and the
Company shall not be obligated to refund an amount of cash comprising the market
value of any fractional share of Warrant Stock for which the Company will not
issue a certificate.
1.4.2 Replacement Warrant. In the event of any partial exercise
of this Warrant, upon tender of this Warrant to the Company, the Company shall
issue a new Warrant containing the same terms and conditions as this Warrant but
calling on the face thereof for the number of shares of Warrant Stock equal to
the number of shares called for on the face of this Warrant minus the number of
shares of Warrant Stock issued upon the partial exercise of this Warrant.
2. Adjustment of Warrant Stock Issuable Upon Exercise. If the Company at
any time or from time to time after the date of this Warrant but before
expiration effects a split or subdivision of the outstanding shares of its then
outstanding common stock into a greater number of shares of common stock, or if
the Company effects a reverse split of the outstanding shares of its common
stock into a lesser number of shares of common stock (by reclassification or
otherwise than by payment of a dividend in common stock), then, and in each such
case, the number of shares called for on the face of this Warrant (or the face
of any replacement Warrant issued upon partial exercise) shall be adjusted
proportionally, and the exercise price with respect to such adjusted number of
shares also shall be adjusted proportionally.
-2-
<PAGE>
3. Restrictions on Transfer.
3.1 Restrictive Legends. Each replacement Warrant issued upon
partial exercise or the transfer of any Warrant shall contain a legend in
substantially the following form:
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.
THIS WARRANT AND SUCH SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE
WITH THE CONDITIONS SPECIFIED IN THIS WARRANT.
Each certificate for Common Stock issued upon the exercise of any Warrant, and
each certificate issued upon the transfer of any such Common Stock, shall be
stamped or otherwise imprinted with a legend in substantially the following
form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES
LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, OR
TRANSFERRED IN THE ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF AN
EXEMPTION FROM REGISTRATION, UNDER THE SECURITIES ACT OF 1933 AND
APPROPRIATE STATE SECURITIES LAWS. FURTHERMORE, NO OFFER, SALE, OR
TRANSFER, IS TO TAKE PLACE UNLESS THE COMPANY RECEIVES AN OPINION OF
COUNSEL, AT SHAREHOLDER'S EXPENSE, AND SATISFACTORY TO IT, THAT AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.
3.2 Notice of Proposed Transfer. Prior to the transfer of any shares
of Common Stock issued upon the exercise of this Warrant and during any period
during which such shares of Common Stock are not registered by the Company under
an effective registration statement filed pursuant to the Securities Act of
1933, as amended (the "Securities Act") the holder thereof shall give written
notice to the Company, which notice shall (a) state such holder's intention to
transfer such restricted shares and to comply in all other respects with the
transfer requirements of this Warrant; (b) describe the circumstances of the
proposed transfer in sufficient detail to enable counsel to render the opinions
referred to below, and (c) designate counsel for the holder giving such notice.
The holder giving such notice shall submit a copy thereof to the counsel
designated in such notice and the Company will promptly submit a copy thereof to
its counsel. The following provisions shall then apply:
-3-
<PAGE>
3.2.1 If (a) in the opinion of counsel for the holder designated
in the notice the proposed transfer may be effected without registration of such
shares of Common Stock under the Securities Act and any applicable state
securities laws, and (b) counsel for the Company shall not have rendered an
opinion within 15 days after receipt by the Company of such written notice that
such registration is required, such holder shall thereupon be entitled to
transfer such shares of Common Stock in accordance with the terms of the notice
delivered by such holder to the Company. Each Warrant or certificate, if any,
issued upon or in connection with such transfer shall bear the appropriate
restrictive legend set forth in Section 3.1, unless in the opinion of each such
counsel such legend is no longer required to insure compliance with the
Securities Act. If for any reason counsel for the Company (after having been
furnished with the information required to be furnished by clause (a) of this
Section 3.2) shall fail to deliver an opinion to the Company as aforesaid, then
for all purposes of this Warrant the opinion of counsel for the Company shall be
deemed to be the same as the opinion of counsel for such holder.
3.2.2 If in the opinion of either or both of such counsel the
proposed transfer may not legally be effected without registration of such
shares of Common Stock under the Securities Act or applicable state securities
laws (such opinion or opinions to state the basis of the legal conclusions
reached therein), the Company will promptly so notify the holder thereof and
thereafter such holder shall not be entitled to transfer such shares of Common
Stock until receipt of a further notice from the holder under Section 3.2.1
above or until registration of such shares of Common Stock under the Securities
Act or applicable state law has become effective.
4. Reservation of Shares. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of the Warrants,
the number of shares of Warrant Stock that would be issuable upon the exercise
of all Warrants at the time outstanding. All such shares shall be duly
authorized and, when issued upon such exercise, shall be validly issued, fully
paid and nonassessable with no liability on the part of the holders thereof.
5. Ownership, Transfer and Substitution of Warrants.
5.1 Ownership of Warrants. The Company may treat the person in whose
name any Warrant is registered on the Company's records as the owner and holder
thereof for all purposes, notwithstanding any notice to the contrary.
Nevertheless, when a Warrant is properly assigned in blank, the holder thereof
may exercise the Warrant without first having a new Warrant issued.
5.2 Transfer and Exchange of Warrants. Upon the surrender of any
Warrant, properly endorsed, for registration of transfer of exchange at the
principal office of the Company, the Company will execute and (upon payment by
such holder of any applicable transfer taxes) deliver to any person specified by
the holder of the Warrant a new Warrant or Warrants of like tenor, calling in
the aggregate on the face or faces of such replacement
-4-
<PAGE>
Warrants for the number of shares of Warrant Stock called for on the face or
faces of the Warrant or Warrants so surrendered.
5.3 Replacement of Warrants. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant and in the case of any such loss, theft or destruction of any Warrant,
upon delivery of indemnity reasonably satisfactory to the Company in form and
amount or, in the case of any such mutilation, upon surrender of such, the
Company at its expense will execute and deliver, in lieu thereof, a new Warrant
of like tenor.
6. No Rights or Liabilities as Stockholder. Nothing herein shall give or
shall be construed to give the holder of this Warrant any of the rights of a
shareholder of the Company including, without limitation, the right to vote on
matters requiring the vote of shareholders, the right to receive any dividend
declared and payable to the holders of common stock, and the right to a pro-rata
distribution upon the Company's dissolution.
7. Notices. All notices and other communications provided for herein
shall be delivered or mailed by first class mail, postage prepaid, addressed (a)
if to the holders of any Warrant, at the registered address of such holder as
set forth in the register kept at the principal office of the Company, or (b) if
to the Company, at its principal office, 434 Olds Station Road, Wenatchee,
Washington 98801, or at the address of such other principal office of the
Company as the Company shall have furnished to each holder of any Warrants in
writing, provided that the exercise of any Warrants shall be effective only in
the manner provided in Section 1.
8. Miscellaneous. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant shall be governed by the laws of the State of
Washington. The headings of this Warrant are inserted for convenience only and
shall not be deemed to constitute a part hereof.
9. Expiration. The right to exercise this Warrant shall expire at 5:00
p.m., Pacific Standard time, on December 24, 2004.
PACIFIC AEROSPACE & ELECTRONICS, INC.
By: /s/ NICK A. GERDE
-------------------------------------
Nick Gerde, Vice President
-5-
<PAGE>
Exhibit A
SUBSCRIPTION
(To be executed by the holder of the Warrant to exercise the right to
purchase common stock evidenced by the Warrant)
To: Pacific Aerospace & Electronics, Inc.
434 Olds Station Road
Wenatchee, WA 98801
The undersigned hereby irrevocably subscribes for ________ shares of the
Common Stock, $.001 par value per share, of Pacific Aerospace & Electronics,
Inc., a Washington corporation, pursuant to and in accordance with the terms and
conditions of a Warrant dated November 30, 1996 (the "Warrant"), and tenders
with the Warrant and this Subscription Agreement payment of $_____________ as
payment for the shares, and requests that a certificate for such shares be
issued in the name of the undersigned and be delivered to the undersigned at the
address stated below.
------------------------------------------
NAME
------------------------------------------
ADDRESS
------------------------------------------
------------------------------------------
SOCIAL SECURITY NUMBER
------------------------------------------
Signed
------------------------------------------
Dated
-6-
Exhibit 4.5
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN AND WILL NOT BE, AS OF THE TIME OF ISSUANCE, REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE LAW, AND MAY NOT BE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SUCH ACT. THIS WARRANT AND SUCH SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE
WITH THE CONDITIONS SPECIFIED IN THIS WARRANT.
PACIFIC AEROSPACE & ELECTRONICS, INC.
COMMON STOCK PURCHASE WARRANT
Expiring February 1, 2005
No. 002 November 30, 1996
Pacific Aerospace & Electronics, Inc., a Washington corporation (the
"Company"), for value received, hereby certifies that NICK A. GERDE, or his
registered assigns, is entitled to purchase from the Company at any time from
time to time prior to 5:00 p.m., Pacific Standard time, on February 1, 2005,
25,000 duly authorized shares of the Company's common stock, $.001 par value per
share (the "Warrant Stock"), at a purchase price per share of $2.00, all subject
to the terms and conditions set forth below.
The Company's predecessor, PCT Holdings, Inc. ("PCTH") issued a Common
Stock Purchase Warrant to Nick A. Gerde on February 17, 1995, which entitled the
holder to purchase 25,000 shares of PCTH's common stock for $2.00 per share (the
"PCTH Warrant"). As a result of the reincorporation merger of the Company and
PCTH on November 30, 1996, the right of the holder of the PCTH Warrant to
purchase shares of PCTH's common stock was converted automatically into the
right to purchase the same number of shares of the Company's common stock. This
Common Stock Purchase Warrant (the "Warrant") is otherwise in all respects the
same as the PCTH Warrant and is issued to replace the PCTH Warrant. This Warrant
supersedes and replaces the PCTH Warrant in its entirety, and the PCTH Warrant
shall from the date hereof be null and void.
1. Exercise of Warrant.
1.1 Manner of Exercise. The holder of this Warrant may exercise it,
in whole or in part, during normal business hours on any business day by
surrendering this Warrant to the Company at the Company's principal office,
accompanied by an executed subscription agreement in substantially the form
annexed hereto as Exhibit A and by payment, in cash or certified or official
bank check payable to the order of the Company, or by any combination of such
methods, in the amount obtained by multiplying (a) the number of shares of
Warrant Stock
-1-
<PAGE>
designated in such subscription by (b) $2.00, whereupon such holder shall be
entitled to receive the number of duly authorized, validly issued, fully paid
and nonassessable shares of Warrant Sock as is indicated on the subscription.
1.2 When Exercise Effective. Each exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of business on the
business day on which this Warrant shall have been surrendered to the Company as
provided in Section 1.1, and at such time the person or person in whose name or
names any certificate or certificates for shares of Warrant Stock shall be
issued upon such exercise shall be deemed for all corporate purposes to have
become the holder of record thereof.
1.3 Delivery of Stock Certificates. As soon as practicable after
each exercise of this Warrant, and in any event within five business days
thereafter, the Company at its expense (including the payment by it of any
applicable issue taxes) will cause to be issued in the name of and delivered to
the holder hereof or to the person or entity such holder may direct (and upon
payment by such holder of any applicable transfer taxes), a certificate or
certificates for the number of duly authorized, validly issued, fully paid and
nonassessable shares of Warrant Stock to which the holder or its designee shall
be entitled upon such exercise.
1.4 Partial Exercise.
1.4.1 Fractional Shares. In the event of any partial exercise of
this Warrant, the Company will not issue certificates for any fractional shares
of the Warrant Stock to which the holder otherwise may be entitled, and the
Company shall not be obligated to refund an amount of cash comprising the market
value of any fractional share of Warrant Stock for which the Company will not
issue a certificate.
1.4.2 Replacement Warrant. In the event of any partial exercise
of this Warrant, upon tender of this Warrant to the Company, the Company shall
issue a new Warrant containing the same terms and conditions as this warrant but
calling on the face thereof for the number of shares of Warrant Stock equal to
the number of shares called for on the face of this Warrant minus the number of
shares of Warrant Stock issued upon the partial exercise of this Warrant.
2. Adjustment of Warrant Stock Issuable Upon Exercise. If the Company at
any time or from time to time after the date of this Warrant but before
expiration effects a split or subdivision of the outstanding shares of its then
outstanding common stock into a greater number of shares of common stock, or if
the Company effects a reverse split of the outstanding shares of its common
stock into a lesser number of shares of common stock, (by reclassification or
otherwise than by payment of a dividend in common stock), then, and in each such
case, the number of shares called for on the face of this Warrant (or the face
of any replacement Warrant issued upon partial exercise) shall be adjusted
proportionally, and the exercise price with respect to such adjusted number of
shares also shall be adjusted proportionally.
-2-
<PAGE>
3. Restrictions on Transfer.
3.1 Restrictive Legends. Each replacement Warrant issued upon
partial exercise or the transfer of any Warrant shall contain a legend in
substantially the following form:
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.
THIS WARRANT AND SUCH SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE
WITH THE CONDITIONS SPECIFIED IN THIS WARRANT.
Each certificate for Common Stock issued upon the exercise of any warrant, and
each certificate issued upon the transfer of any such Common Stock, shall be
stamped or otherwise imprinted with a legend in substantially the following
form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES
LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, OR
TRANSFERRED IN THE ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF AN
EXEMPTION FROM REGISTRATION, UNDER THE SECURITIES ACT OF 1933 AND
APPROPRIATE STATE SECURITIES LAWS. FURTHERMORE, NO OFFER, SALE, OR
TRANSFER, IS TO TAKE PLACE UNLESS THE COMPANY RECEIVES AN OPINION OF
COUNSEL, AT SHAREHOLDER'S EXPENSE, AND SATISFACTORY TO IT, THAT AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.
3.2 Notice of Proposed Transfer. Prior to the transfer of any shares
of Common Stock issued upon the exercise of this Warrant and during any period
during which such shares of Common Stock are not registered by the Company under
an effective registration statement filed pursuant to the Securities Act of
1933, as amended (the "Securities Act"), the holder thereof shall give written
notice to the Company, which notice shall (a) state such holder's intention to
transfer such restricted shares and to comply in all other respects with the
transfer requirements of this Warrant; (b) describe the circumstances of the
proposed transfer in sufficient detail to enable counsel to render the opinions
referred to below, and (c) designate counsel for the Holder giving such notice.
The holder giving such notice shall submit a copy thereof to the counsel
designated in such notice and the Company will promptly submit a copy thereof to
its counsel. The following provisions shall then apply:
3.2.1 If (a) in the opinion of counsel for the holder designated
in the notice the proposed transfer may be effected without registration of such
shares of Common
-3-
<PAGE>
Stock under the Securities Act and any applicable state securities laws, and (b)
counsel for the Company shall not have rendered an opinion within 15 days after
receipt by the Company of such written notice that such registration is
required, such holder shall thereupon be entitled to transfer such shares of
Common Stock in accordance with the terms of the notice delivered by such holder
to the Company. Each Warrant or certificate, if any, issued upon or in
connection with such transfer shall bear the appropriate restrictive legend set
forth in Section 3.1, unless in the opinion of each such counsel such legend is
no longer required to insure compliance with the Securities Act . If for any
reason counsel for the Company (after having been furnished with the information
required to be furnished by clause (a) of this Section 3.2) shall fail to
deliver an opinion to the Company as aforesaid, then for all purposes of this
Warrant the opinion of counsel for the Company shall be deemed to be the same as
the opinion of counsel for such holder.
3.2.2 If in the opinion of either or both of such counsel the
proposed transfer may not legally be effected without registration of such
shares of Common Stock under the Securities Act or applicable state securities
laws (such opinion or opinions to state the basis of the legal conclusions
reached therein), the Company will promptly so notify the holder thereof and
thereafter such holder shall not be entitled to transfer such shares of Common
Stock until receipt of a further notice from the holder under Section 3.2.1
above or until registration of such shares of Common Stock under the Securities
Act or applicable state law has become effective.
4. Reservation of Shares. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of the Warrants,
the number of shares of Warrant Stock that would be issuable upon the exercise
of all Warrants at the time outstanding. All such shares shall be duly
authorized and, when issued upon such exercise, shall be validly issued, fully
paid and nonassessable with no liability on the part of the holders thereof.
5. Ownership, Transfer and Substitution of Warrants.
5.1 Ownership of Warrants. The Company may treat the person in whose
name any Warrant is registered on the Company's records as the owner and holder
thereof for all purposes, notwithstanding any notice to the contrary.
Nevertheless, when a Warrant is properly assigned in blank, the holder thereof
may exercise the Warrant without first having a new Warrant issued.
5.2 Transfer and Exchange of Warrants. Upon the surrender of any
Warrant, properly endorsed, for registration of transfer of exchange at the
principal office of the Company, the Company will execute and (upon payment by
such holder of any applicable transfer taxes) deliver to any person specified by
the holder of the Warrant a new Warrant or Warrants of like tenor, calling in
the aggregate on the face or faces of such replacement Warrants for the number
of shares of Warrant Stock called for on the face or faces of the Warrant or
Warrants so surrendered.
-4-
<PAGE>
5.3 Replacement of Warrants. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss, theft or destruction of any Warrant,
upon delivery of indemnity reasonably satisfactory to the Company in form and
amount or, in the case of any such mutilation, upon surrender of such the
Company at its expense will execute and deliver, in lieu thereof, a new Warrant
of like tenor.
6. No Rights or Liabilities as Stockholder. Nothing herein shall give or
shall be construed to give the holder of this Warrant any of the rights of a
shareholder of the Company including, without limitation, the right to vote on
matters requiring the vote of shareholders, the right to receive any dividend
declared and payable to the holders of common stock, and the right to a pro-rata
distribution upon the Company's dissolution.
7. Notices. All notices and other communications provided for herein
shall be delivered or mailed by first class mail, postage prepaid, addressed (a)
if to the holders of any Warrant, at the registered address of such holder as
set forth in the register kept at the principal office of the Company, or (b) if
to the Company, at its principal office, 434 Olds Station Road, Wenatchee,
Washington 98801, or at the address of such other principal office of the
Company as the Company shall have furnished to each holder of any Warrants in
writing, provided that the exercise of any Warrants shall be effective only in
the manner provided in Section 1.
8. Miscellaneous. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant shall be governed by the laws of the State of
Washington. The headings of this warrant are inserted for convenience only and
shall not be deemed to constitute a part hereof.
9. Expiration. The right to exercise this Warrant shall expire at 5:00
p.m., Pacific Standard time, on February 1, 2005.
PACIFIC AEROSPACE & ELECTRONICS, INC.
By: /s/ DONALD A. WRIGHT
------------------------------------------
Donald A. Wright, President
-5-
<PAGE>
Exhibit A
SUBSCRIPTION
(To be executed by the holder of the Warrant to exercise the right to
purchase common stock evidenced by the warrant)
To: Pacific Aerospace & Electronics, Inc.
434 Olds Station Road
Wenatchee, WA 98801
The undersigned hereby irrevocably subscribes for shares of the Common
Stock, $.001 par value per share, of Pacific Aerospace & Electronics, Inc., a
Washington corporation, pursuant to and in accordance with the terms and
conditions of a Warrant dated as of November 30, 1996 (the "Warrant"), and
tenders with the Warrant and this Subscription Agreement payment of $__________
as payment for the shares, and requests that a certificate for such shares be
issued in the name of the undersigned and be delivered to the undersigned at the
address stated below.
------------------------------------------
NAME
------------------------------------------
ADDRESS
------------------------------------------
------------------------------------------
SOCIAL SECURITY NUMBER
------------------------------------------
Signed
------------------------------------------
Dated
-6-
Exhibit 4.6
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN AND WILL NOT BE, AS OF THE TIME OF ISSUANCE, REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE LAW, AND MAY NOT BE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SUCH ACT. THIS WARRANT AND SUCH SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE
WITH THE CONDITIONS SPECIFIED IN THIS WARRANT.
PACIFIC AEROSPACE & ELECTRONICS, INC.
COMMON STOCK PURCHASE WARRANT
Expiring December 31, 2000
No. 003 November 30, 1996
Pacific Aerospace & Electronics, Inc., a Washington corporation (the
"Company"), for value received, hereby certifies that EDWARD A. TAYLOR, or his
registered assigns, is entitled to purchase from the Company at any time from
time to time prior to 5:00 p.m., Pacific Standard time, on December 31, 2000,
35,000 duly authorized shares of the Company's common stock, $.001 par value per
share (the "Warrant Stock"), at a purchase price per share of $2.00, all subject
to the terms and conditions set forth below.
The Company's predecessor, PCT Holdings, Inc. ("PCTH") issued a Common
Stock Purchase Warrant to Edward A. Taylor on February 17, 1995, which entitled
the holder to purchase 35,000 shares of PCTH's common stock for $2.00 per share
(the "PCTH Warrant"). As a result of the reincorporation merger of the Company
and PCTH on November 30, 1996, the right of the holder of the PCTH Warrant to
purchase shares of PCTH's common stock was converted automatically into the
right to purchase the same number of shares of the Company's common stock. This
Common Stock Purchase Warrant (the "Warrant") is otherwise in all respects the
same as the PCTH Warrant and is issued to replace the PCTH Warrant. This Warrant
supersedes and replaces the PCTH Warrant in its entirety, and the PCTH Warrant
shall from the date hereof be null and void.
1. Vesting. This Warrant shall vest and be exercisable according to the
following schedule:
1.1 15,000 shares of the Warrant Stock shall be exercisable at the
time a patent for the Technology, as defined in the Agreement, is issued by the
U.S. Patent and Trademark Office.
1.2 10,000 shares of the Warrant Stock shall be exercisable on or
about January 1, 1997 if gross sales of Pacific Coast for the calendar year 1996
are more than $6,000,000.
-1-
<PAGE>
1.3 10,000 shares of the Warrant Stock shall be exercisable on or
about January 1, 1998 if gross sales of Pacific Coast for the calendar year 1997
are more than $8,000,000.
2. Exercise of Warrant.
2.1 Manner of Exercise. The holder of this Warrant may exercise it
as to any exercisable Warrant Stock, in whole or in part, during normal business
hours on any business day by surrendering this Warrant to the Company at the
Company's principal office, accompanied by an executed subscription agreement in
substantially the form annexed hereto as Exhibit A and by payment, in cash or by
certified or official bank check payable to the order of the Company, or by any
combination of such methods, in the amount obtained by multiplying (a) the
number of shares of Warrant Stock designated in such subscription by (b) $2.00,
whereupon such holder shall be entitled to receive the number of duly
authorized, validly issued, fully paid and nonassessable shares of Warrant Stock
as is indicated on the subscription.
2.2 When Exercise Effective. Each exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of business on the
business day on which this Warrant shall have been surrendered to the Company as
provided in Section 2.1, and at such time the person or persons in whose name or
names any certificate or certificates for shares of Warrant Stock shall be
issued upon such exercise shall be deemed for all corporate purposes to have
become the holder of the record thereof.
2.3 Delivery of Stock Certificates. As soon as practicable after
each exercise of this Warrant, and in any event within five business days
thereafter, the Company at its expense (including the payment by it of any
applicable issue taxes) will cause to be issued in the name of and delivered to
the holder hereof or to the person or entity such holder may direct (and upon
payment by such holder of any applicable transfer taxes), a certificate or
certificates for the number of duly authorized, validly issued, fully paid and
nonassessable shares of Warrant Stock to which the holder or its designee shall
be entitled upon such exercise.
2.4 Partial Exercise.
2.4.1 Fractional Shares. In the event of any partial exercise of
this Warrant, the Company will not issue certificates for any fractional shares
of the Warrant Stock to which the holder otherwise may be entitled, and the
Company shall not be obligated to refund an amount of cash comprising the market
value of any fractional share of Warrant Stock for which the Company will not
issue a certificate.
2.4.2 Replacement Warrant. In the event of any partial exercise
of this Warrant, upon tender of this Warrant to the Company, the Company shall
issue a new Warrant containing the same terms and conditions as this Warrant but
calling on the face thereof for the number of shares of Warrant Stock equal to
the number of shares called for on the face of this Warrant minus the number of
shares of Warrant Stock issued upon the partial exercise of this Warrant.
-2-
<PAGE>
3. Adjustment of Warrant Stock Issuable Upon Exercise. If the Company at
any time or from time to time after the date of this Warrant but before
expiration effects a split or subdivision of the outstanding shares of its then
outstanding common stock into a greater number of shares of common stock, or if
the Company effects a reverse split of the outstanding shares of its common
stock into a lesser number of shares of common stock (by reclassification or
otherwise than by payment of a dividend in common stock), then, and in each such
case, the number of shares called for on the face of this Warrant (or the face
of any replacement Warrant issued upon partial exercise) shall be adjusted
proportionally, and the exercise price with respect to such adjusted number of
shares also shall be adjusted proportionally.
4. Restrictions on Transfer.
4.1 Restrictive Legends. Each replacement Warrant issued upon
partial exercise or the transfer of any Warrant shall contain a legend in
substantially the following form:
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.
THIS WARRANT AND SUCH SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE
WITH THE CONDITIONS SPECIFIED IN THIS WARRANT.
Each certificate for Common Stock issued upon the exercise of any Warrant, and
each certificate issued upon the transfer of any such Common Stock, shall be
stamped or otherwise imprinted with a legend in substantially the following
form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES
LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, OR
TRANSFERRED IN THE ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF AN
EXEMPTION FROM REGISTRATION, UNDER THE SECURITIES ACT OF 1933 AND
APPROPRIATE STATE SECURITIES LAWS. FURTHERMORE, NO OFFER, SALE, OR
TRANSFER, IS TO TAKE PLACE UNLESS THE COMPANY RECEIVES AN OPINION OF
COUNSEL, AT SHAREHOLDER'S EXPENSE, AND SATISFACTORY TO IT, THAT AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.
4.2 Notice of Proposed Transfer. Prior to the transfer of any shares
of Common Stock issued upon the exercise of this Warrant and during any period
during which such shares of Common Stock are not registered by the Company under
an effective registration statement filed pursuant to the Securities Act of
1933, as amended (the "Securities Act") the holder thereof shall give written
notice to the Company, which notice shall (a) state such
-3-
<PAGE>
holder's intention to transfer such restricted shares and to comply in all other
respects with the transfer requirements of this Warrant; (b) describe the
circumstances of the proposed transfer in sufficient detail to enable counsel to
render the opinions referred to below, and (c) designate counsel for the holder
giving such notice. The holder giving such notice shall submit a copy thereof to
the counsel designated in such notice and the Company will promptly submit a
copy thereof to its counsel. The following provisions shall then apply:
4.2.1 If (a) in the opinion of counsel for the holder designated
in the notice the proposed transfer may be effected without registration of such
shares of Common Stock under the Securities Act and any applicable state
securities laws, and (b) counsel for the Company shall not have rendered an
opinion within 15 days after receipt by the Company of such written notice that
such registration is required, such holder shall thereupon be entitled to
transfer such shares of Common Stock in accordance with the terms of the notice
delivered by such holder to the Company. Each Warrant or certificate, if any,
issued upon or in connection with such transfer shall bear the appropriate
restrictive legend set forth in Section 4.1, unless in the opinion of each such
counsel such legend is no longer required to insure compliance with the
Securities Act. If for any reason counsel for the Company (after having been
furnished with the information required to be furnished by clause (a) of this
Section 4.2) shall fail to deliver an opinion to the Company as aforesaid, then
for all purposes of this Warrant the opinion of counsel for the Company shall be
deemed to be the same as the opinion of counsel for such holder.
4.2.2 If in the opinion of either or both of such counsel the
proposed transfer may not legally be effected without registration of such
shares of Common Stock under the Securities Act or applicable state securities
laws (such opinion or opinions to state the basis of the legal conclusions
reached therein), the Company will promptly so notify the holder thereof and
thereafter such holder shall not be entitled to transfer such shares of Common
Stock until receipt of a further notice from the holder under Section 4.2.1
above or until registration of such shares of Common Stock under the Securities
Act or applicable state law has become effective.
5. Reservation of Shares. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of the Warrants,
the number of shares of Warrant Stock that would be issuable upon the exercise
of all Warrants at the time outstanding. All such shares shall be duly
authorized and, when issued upon such exercise, shall be validly issued, fully
paid and nonassessable with no liability on the part of the holders thereof.
6. Ownership, Transfer and Substitution of Warrants.
6.1 Ownership of Warrants. The Company may treat the person in whose
name any Warrant is registered on the Company's records as the owner and holder
thereof for all purposes, notwithstanding any notice to the contrary.
Nevertheless, when a Warrant is properly assigned in blank, the holder thereof
may exercise the Warrant without first having a new Warrant issued.
-4-
<PAGE>
6.2 Transfer and Exchange of Warrants. Upon the surrender of any
Warrant, properly endorsed, for registration of transfer of exchange at the
principal office of the Company, the Company will execute and (upon payment by
such holder of any applicable transfer taxes) deliver to any person specified by
the holder of the Warrant a new Warrant or Warrants of like tenor, calling in
the aggregate on the face or faces of such replacement Warrants for the number
of shares of Warrant Stock called for on the face or faces of the Warrant or
Warrants so surrendered.
6.3 Replacement of Warrants. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant and in the case of any such loss, theft or destruction of any Warrant,
upon delivery of indemnity reasonably satisfactory to the Company in form and
amount or, in the case of any such mutilation, upon surrender of such, the
Company at its expense will execute and deliver, in lieu thereof, a new Warrant
of like tenor.
7. No Rights or Liabilities as Stockholder. Nothing herein shall give or
shall be construed to give the holder of this Warrant any of the rights of a
shareholder of the Company including, without limitation, the right to vote on
matters requiring the vote of shareholders, the right to receive any dividend
declared and payable to the holders of common stock, and the right to a pro-rata
distribution upon the Company's dissolution.
8. Notices. All notices and other communications provided for herein
shall be delivered or mailed by first class mail, postage prepaid, addressed (a)
if to the holders of any Warrant, at the registered address of such holder as
set forth in the register kept at the principal office of the Company, or (b) if
to the Company, at its principal office, 434 Olds Station Road, Wenatchee,
Washington 98801, or at the address of such other principal office of the
Company as the Company shall have furnished to each holder of any Warrants in
writing, provided that the exercise of any Warrants shall be effective only in
the manner provided in Section 1.
9. Miscellaneous. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant shall be governed by the laws of the State of
Washington. The headings of this Warrant are inserted for convenience only and
shall not be deemed to constitute a part hereof.
10. Expiration. The right to exercise this Warrant shall expire at 5:00
p.m., Pacific Standard time, on December 31, 2000.
PACIFIC AEROSPACE & ELECTRONICS, INC.
By: /s/ DONALD A. WRIGHT
-------------------------------------
Donald A. Wright, President
-5-
<PAGE>
Exhibit A
SUBSCRIPTION
(To be executed by the holder of the Warrant to exercise the right to
purchase common stock evidenced by the Warrant)
To: Pacific Aerospace & Electronics, Inc.
434 Olds Station Road
Wenatchee, WA 98801
The undersigned hereby irrevocably subscribes for ________ shares of the
Common Stock, $.001 par value per share, of Pacific Aerospace & Electronics,
Inc., a Washington corporation, pursuant to and in accordance with the terms and
conditions of a Warrant dated as of November 30, 1996 (the "Warrant"), and
tenders with the Warrant and this Subscription Agreement payment of
$_____________ as payment for the shares, and requests that a certificate for
such shares be issued in the name of the undersigned and be delivered to the
undersigned at the address stated below.
------------------------------------------
NAME
------------------------------------------
ADDRESS
------------------------------------------
------------------------------------------
SOCIAL SECURITY NUMBER
------------------------------------------
Signed
------------------------------------------
Dated
-6-
EXHIBIT 5
June 11, 1997
Board of Directors
Pacific Aerospace & Electronics, Inc.
434 Olds Station Road
Wenatchee, WA 98801
Re: Opinion Regarding Form S-8 Registration Statement
Gentlemen:
We have acted as counsel for Pacific Aerospace & Electronics, Inc. (the
"Company"), in connection with the filing of a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended,
covering an aggregate of 2,260,000 shares of Common Stock, $.001 par value, of
the Company (the "Shares") to be issued thereby pursuant to the Company's
Amended and Restated Stock Incentive Plan, the Company's Independent Director
Stock Plan, and the Company's Common Stock Purchase Warrant Nos. 001, 002 and
003. We have reviewed the corporate action of the Company in connection with
this matter and have examined such documents, corporate records and other
instruments as we have deemed necessary for the purposes of this opinion.
Based upon the foregoing, it is our opinion that the Company is a
corporation duly organized and validly existing under the laws of the State of
Washington and that the Shares are duly authorized and, when issued and sold in
accordance with the terms of the plans, will be legally issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ STOEL RIVES LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference into this Form S-8
Registration Statement of our reports on the consolidated financial statements
of Pacific Aerospace & Electronics, Inc. (the "Company") and its subsidiaries,
and of PCT Holdings, Inc., a Nevada corporation, the Company's predecessor by
merger, and its subsidiaries. We also consent to the reference to our firm under
the caption "Experts."
Everett, Washington
June 11, 1997
/s/ MOSS ADAMS LLP
Exhibit 24.1
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints DONALD A. WRIGHT as
his true and lawful attorney-in-fact and agent, with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments or post-effective amendments to this Registration Statement,
and any other instruments or documents that said attorneys-in-fact and agents
may deem necessary or advisable to enable the Company to comply with the
Securities Act, and any requirements of the Commission in respect thereof, and
to file the same, with all exhibits thereto, with the Commission, in connection
with the registration under the Exchange Act, of shares of the Company's Common
Stock issuable pursuant to the Company's Amended and Restated Stock Incentive
Plan, Independent Director Stock Plan, and Common Stock Purchase Warrants Nos.
001, 002, and 003, granting unto said attorney-in-fact and agents and each of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that each such
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
Signature Title
--------- -----
/s/ DONALD A. WRIGHT Chief Executive Officer, President and
- ---------------------------------- Director (Principal Executive Officer)
Donald A. Wright
/s/ NICK A. GERDE Vice President Finance, Chief Financial
- ---------------------------------- Officer and Treasurer (Principal
Nick A. Gerde Financial and Accounting Officer)
/s/ DONALD B. COTTON Director
- ----------------------------------
Donald B. Cotton
/s/ ALLEN W. DAHL, M.D. Director
- ----------------------------------
Allen W. Dahl, M.D.
/s/ HERMAN L. "JACK" JONES Director
- ----------------------------------
Herman L. "Jack" Jones
/s/ PAUL SCHMIDHAUSER Director
- ----------------------------------
Paul Schmidhauser
/s/ ROGER P. VALLO Director
- ----------------------------------
Roger P. Vallo
