As filed with the Securities and Exchange Commission on November 7, 1997.
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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.)
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434 Olds Station Road
Wenatchee, Washington 98801
(Address of Principal Executive Offices)
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AMENDMENT NO. 1 TO
AMENDED AND RESTATED STOCK INCENTIVE PLAN
(Full Title of Plan)
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Donald A. Wright
Chief Executive Officer and President
PACIFIC AEROSPACE & ELECTRONICS, INC.
434 Olds Stations Road
Wenatchee, Washington 98801
(509) 664-8000
(Name, Address, and Telephone number,
Including Area Code, of Agent for Service)
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<TABLE>
<CAPTION>
Calculation of Registration Fee
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered Offering Price Per Share(1) Aggregate Offering Price(1) Registration Fee(1)
==============================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par 1,000,000 $6.0313 $6,031,250 $1,827.47
value $.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 (the
"Securities Act"), based on an estimated exercise price of $6.0313 per
share (which is the average of the high and low prices of the Common Stock
on the Nasdaq National Market on November 3, 1997 as reported by Nasdaq),
for an estimated maximum aggregate exercise price of $6,031,250.
</TABLE>
<PAGE>
INTRODUCTION
This Form S-8 Registration Statement is filed by Pacific Aerospace &
Electronics, Inc. (the "Company") relating to 1,000,000 additional shares of the
Company's common stock, par value $.001 per share (the "Common Stock"), issuable
upon the exercise of stock options or other rights granted or to be granted
pursuant to Amendment No. 1 to the Company's Amended and Restated Stock
Incentive Plan (the "Option Plan"). Pursuant to the Securities Act, the Company
registers these securities in addition to securities of the same class
previously registered on the Form S-8 Registration Statement relating to the
Option Plan filed with the Securities and Exchange Commission (the "Commission")
on June 11, 1997 under Registration No. 333-29007. In accordance with General
Instruction E to Form S-8 under the Securities Act, the contents of that
Registration Statement are incorporated herein by reference.
In accordance with General Instruction E to Form S-8, the following
exhibits are filed herewith:
Exhibit
Number Description
- ------- -----------
4.1 Articles of Incorporation of Pacific Aerospace & Electronics, Inc. (1)
4.2 Bylaws of Pacific Aerospace & Electronics, Inc. (1)
4.3 Amended and Restated Stock Incentive Plan.(2)
4.4 Amendment No. 1 to Amended and Restated Stock Incentive Plan.(3)
5.1 Opinion of Stoel Rives LLP. (3)
23.1 Consent of Moss Adams LLP. (3)
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1). (3)
24.1 Power of Attorney. (3)
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(1) Incorporated by reference to the Company's Current Report on Form 8-K filed
with the Commission 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 with the Commission on
January 3, 1997.
(3) Submitted with this Registration Statement.
2
<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 November 7, 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, this Registration
Statement has been signed by the following persons in the capacities indicated
below as of November 7, 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/ URS DIEBOLD* Director
- ----------------------------------
Urs Diebold
/s/ DALE L. RASSMUSSEN* Director
- ----------------------------------
Dale L. Rassmussen
/s/ ROGER P. VALLO* Director
- ----------------------------------
Roger P. Vallo
/s/ WILLIAM A. WHEELER* Director
- ----------------------------------
William A. Wheeler
*By /s/ DONALD A. WRIGHT
----------------------------------
Donald A. Wright
(Attorney-in-Fact)
3
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 Articles of Incorporation of Pacific Aerospace & Electronics, Inc.(1)
4.2 Bylaws of Pacific Aerospace & Electronics, Inc. (1)
4.3 Amended and Restated Stock Incentive Plan.(2)
4.4 Amendment No. 1 to Amended and Restated Stock Incentive Plan.(3)
5.1 Opinion of Stoel Rives LLP. (3)
23.1 Consent of Moss Adams LLP. (3)
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1). (3)
24.1 Power of Attorney. (3)
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(1) Incorporated by reference to the Company's Current Report on Form 8-K filed
with the Commission 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 with the Commission on
January 3, 1997.
(3) Submitted with this Registration Statement.
Exhibit 4.4
AMENDMENT NO. 1
TO THE
AMENDED AND RESTATED STOCK INCENTIVE PLAN
OF
PACIFIC AEROSPACE & ELECTRONICS, INC.
This Amendment No. 1 amends the Amended and Restated Stock Incentive Plan
(the "Plan") approved by the shareholders of Pacific Aerospace & Electronics,
Inc. (the "Company") on October 29, 1996.
1. The first sentence of Section 2 of the Plan is hereby amended to read as
follows:
Subject to adjustment as provided below and in Section 13, the shares to be
offered under the Plan shall consist of Common Stock, $.001 par value, of
the Company, and the total number of shares of Common Stock that may be
issued under the Plan shall not exceed 3,000,000 shares.
2. This Amendment No. 1 shall be effective after its approval by the
Company's Board of Directors and Shareholders.
3. All other provisions of the Plan are hereby ratified and affirmed as if
incorporated herein.
ADOPTED BY THE BOARD OF
DIRECTORS ON JULY 18, 1997
APPROVED BY THE SHAREHOLDERS
ON OCTOBER 8, 1997
Exhibit 5.1
November 7, 1997
Board of Directors
Pacific Aerospace & Electronics, Inc.
434 Olds Station Road
Wenatchee, WA 98801
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,
relating to the issuance of 1,000,000 additional shares of Common Stock (the
"Shares") of the Company pursuant to Amendment No. 1 (the "Amendment") to the
Company's Restated and Amended Stock Incentive Plan (the "Plan"). We have
reviewed the corporate actions of the Company in connection with this matter,
and we have examined such documents, corporate records, and other instruments we
deemed necessary for the purposes of this opinion.
Based on the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the State of Washington; and
2. The Shares have been duly authorized, and, when issued pursuant to the
Plan, as amended by the Amendment, the Shares 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 Registration
Statement of Pacific Aerospace & Electronics, Inc. on Form S-8 and of our report
on the consolidated financial statements of Pacific Aerospace & Electronics,
Inc. and its subsidiaries dated July 2, 1997, appearing in the Annual Report on
Form 10-KSB of Pacific Aerospace & Electronics, Inc. for the year ended May 31,
1997. We also consent to the reference to us under the caption "Experts."
/s/ MOSS ADAMS LLP
Everett, Washington
November 7, 1997
Exhibit 24.1
POWER OF ATTORNEY FOR FORM S-8 REGISTRATION STATEMENT
Each of the undersigned hereby constitutes and appoints DONALD A. WRIGHT
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 (a) sign
this Form S-8 Registration Statement and all amendments or post-effective
amendments to this Registration Statement, (b) sign any other instruments or
documents that said attorney-in-fact and agent 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 (c) to file the same, with all exhibits
thereto, with the Commission, in connection with the registration under the
Securities Act of shares of the Company's Common Stock issuable pursuant to the
Company's Amendment No. 1 to the Amended and Restated Stock Incentive Plan. The
undersigned grant unto said attorney-in-fact and agent 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.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Power of Attorney has been signed by the following persons in the capacities
indicated on November 7, 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/ URS DIEBOLD Director
- ----------------------------------
Urs Diebold
/s/ DALE L. RASSMUSSEN Director
- ----------------------------------
Dale L. Rassmussen
/s/ ROGER P. VALLO Director
- ----------------------------------
Roger P. Vallo
/s/ WILLIAM A. WHEELER Director
- ----------------------------------
William A. Wheeler
