As filed with the Securities and Exchange Commission on April 14, 1997
Registration No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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PACIFIC AEROSPACE & ELECTRONICS, INC.
(Name of small business issuer in its charter)
Washington 91-1744587
(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification Number)
434 Olds Station Road, Wenatchee, Washington 98801
(509) 664-8000 (telephone)
(509) 664-6868 (facsimile)
(Address, telephone and facsimile number of Registrant's
principal executive offices)
Donald A. Wright, President
434 Olds Station Road
Wenatchee, Washington 98801
(509) 664-8000
(Name, address, and telephone number of agent for service)
Copy to:
Sheryl A. Symonds
Stoel Rives LLP
3600 Union Square, 600 University Street
Seattle, Washington 98101-3197
(206) 624-0900 (telephone)
(206) 386-7500 (facsimile)
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Approximate date of commencement of proposed sale to
the public: From time to time after this Registration
Statement becomes effective.
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If the only Securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered (1) Per Share (2) Price (2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock......................... 1,948,541 $3.3125 $6,454,542 $1,956
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<FN>
(1) Includes 1,775,805 shares of Common Stock that would be issuable as of April
14, 1997, assuming conversion of 50,000 shares of Series A Convertible Preferred
Stock as of that date, plus a presently indeterminable number of shares, if any,
as shall be issuable from time to time as required by the terms of the Company's
Series A Convertible Preferred Stock, up to a total maximum of 1,948,541 shares
of Common Stock. See "Selling Shareholders."
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933. The calculation of the
registration fee is based on the average of the high and low prices for the
Common Stock on April 11, 1997 as reported on the Nasdaq National Market, and
assumes the conversion and sale of all 50,000 shares of Series A Convertible
Preferred Stock as of that date. See "Selling Shareholders." -----------
</FN>
</TABLE>
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
<PAGE>
===============================================================================
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS (Subject to Completion)
Issued April 14, 1997
1,948,541 SHARES
PACIFIC AEROSPACE & ELECTRONICS, INC.
COMMON STOCK
This Prospectus relates to up to 1,948,541 shares (the "Shares") of common
stock, $.001 par value per share (the "Common Stock"), of Pacific Aerospace &
Electronics, Inc. (the "Company"). The Shares may be offered by certain
shareholders of the Company (the "Selling Shareholders") from time to time in
transactions in the over-the-counter market through Nasdaq, in privately
negotiated transactions, through the writing of options on the Shares, or
through a combination of such methods of sale, at fixed prices that may be
changed, at prevailing market prices, at prices relating to such prevailing
market prices, or at negotiated prices. The Company will not receive any of the
proceeds from the sale of the Shares by the Selling Shareholders. See "Selling
Shareholders" and "Plan of Distribution."
All the Shares were "restricted securities" under the Securities Act of
1933, as amended (the "Securities Act") before their registration hereunder. The
Company sold 50,000 shares of Series A Convertible Preferred Stock, $.001 par
value per share (the "Convertible Preferred Stock"), to the Selling Shareholders
in a private transaction in February 1997. The Shares registered hereunder are
shares of Common Stock issuable on conversion of the Convertible Preferred Stock
as of the date of this Prospectus, plus an indeterminate number of additional
shares of Common Stock, up to a total maximum of 1,948,541 Shares, that may
become issuable on such conversion. This Prospectus has been prepared so that
future sales of the Shares will not be restricted under the Securities Act. In
connection with any sales, the Selling Shareholders and any brokers
participating in such sales may be deemed to be "underwriters" within the
meaning of the Securities Act. See "Selling Shareholders."
The Common Stock is quoted on the Nasdaq National Market under the symbol
"PCTH." On April 11, 1997, the closing sale price for the Common Stock as
reported on the Nasdaq National Market was $3.25 per share.
SEE "RISK FACTORS" AT PAGE 5 FOR INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
--------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
<PAGE>
No person is authorized in connection with any offering made hereby to give any
information or to make any representation not contained in this Prospectus, and,
if given or made, such information or representation must not be relied upon as
having been authorized by the Company or by any Underwriter. This Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy any
security other than the shares of Common Stock offered hereby, nor does it
constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby to any person in any jurisdiction in which it is
unlawful to make any such offer or solicitation to such person. Neither the
delivery of this Prospectus nor any sale made hereby shall under any
circumstances imply that the information contained herein is correct as of any
date subsequent to the date hereof.
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TABLE OF CONTENTS
Page
Available Information..................................................3
Incorporation of Certain Documents by Reference........................3
Risk Factors...........................................................5
Selling Shareholders .................................................11
Plan of Distribution..................................................12
Indemnification of Directors and Officers.............................13
Experts...............................................................13
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). The Company has also filed with the Commission a
Registration Statement under the Securities Act with respect to the shares of
Common Stock offered hereby, of which this Prospectus is a part. This Prospectus
does not contain all of the information set forth in the Registration Statement
and the exhibits and schedules thereto. For further information with respect to
the Company and the shares of Common Stock offered hereby, reference is made to
such Registration Statement, exhibits and schedules. Statements contained in
this Prospectus as to the contents of any contract or other document referred to
are not necessarily complete, and in each instance reference is made to the copy
of such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference. A copy of the Registration Statement and the reports and other
information filed pursuant to the Exchange Act may be inspected and copied at
the offices of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
and at regional offices of the Commission located at 7 World Trade Center, 13th
Floor, New York, New York 10048 and Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661. Copies of all or any part of the Registration Statement
and the reports and other information filed pursuant to the Exchange Act may be
obtained from the Public Reference Section of the Commission, Washington, D.C.
20549 on the payment of the fees prescribed by the Commission. The Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission, including the Company. Its address is http://www.sec.gov. Copies of
such documents may also be inspected at the offices of the National Association
of Securities Dealers, Inc., 1735 K Street N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company will provide without charge to each person who receives a copy
of this Prospectus, on written or oral request, a copy of any and all of the
information that has been incorporated by reference in this Prospectus (not
including exhibits to the information that is incorporated by reference unless
such exhibits are specifically incorporated). Requests should be directed to
Pacific Aerospace & Electronics, Inc., 434 Olds Station Road, Wenatchee,
Washington 98801, Attention: Nick A. Gerde, (509) 664-8000.
The following documents filed with the Commission by the Company are
incorporated by reference into this Prospectus:
(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 and March 12, 1997;
(4) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year ended May 31, 1996;
and
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(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 filed with the Commission by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and before the termination of this Offering shall be deemed incorporated by
reference into this Prospectus. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
modified, superseded or replaced for purposes of this Prospectus to the extent
that a statement contained herein or in any later-filed document that also is
or is deemed to be incorporated by reference herein modifies, supersedes or
replaces such statement. Any statement so modified, superseded or replaced shall
not be deemed, except as so modified, superseded or replaced, to constitute a
part of this Prospectus.
The Company's principal offices are located at 434 Olds Station Road,
Wenatchee, Washington 98801, and its telephone number is (509) 664-8000.
4
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RISK FACTORS
This Prospectus contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. Actual results could differ materially from those projected in the
forward-looking statements as a result of certain of the risk factors listed
below and information elsewhere in this Prospectus. Investors should carefully
consider the following risk factors and the other information in this
Prospectus:
History of Net Losses. The Company reported net losses of $1,098,000 in
fiscal 1994, $1,411,000 in fiscal 1995, and $882,000 in fiscal 1996. Although
the Company achieved a profit in each of the first three quarters of fiscal
1997, the Company has not yet demonstrated a long-term ability to sustain
substantial profitable operations. The Company's ability to maintain profitable
operations in the future will depend on many factors, including the Company's
ability to assimilate its recent and potential future acquisitions and to
finance its subsidiaries' production, the degree of market penetration of its
products, its ability to develop new products, the degree of market acceptance
of new products, and the level of competition in the markets in which the
Company operates. The Company's orders and backlog are growing, and the Company
must spend more to support a higher level of inventory and operations. These
requirements will affect cash flow and results of operations over the short term
and may result in significant future losses if expected growth is not sustained.
Integration of Acquisitions; Management of Growth. As part of its business
strategy, the Company has recently grown rapidly as a result of several
acquisitions that have placed, and will continue to place, a significant strain
on its management, financial and other resources. The Company intends to
continue to evaluate opportunities for growth by expanding current operations
and acquiring other entities, products or technology. There is no assurance that
the Company will be able to implement its growth strategy or that this strategy
ultimately will prove successful. Recent and any future acquisitions may subject
the Company to many risks, including risks relating to integrating and managing
the operations and personnel of acquired companies, maintaining uniform
standards, controls, procedures and policies, potential disruption of the
Company's ongoing business, and possible impairment of relationships with
employees and customers as a result of the integration of any new management or
other personnel. Any future acquisitions could adversely affect the Company's
results of operations due to the risks of assessing the value, strengths, and
weaknesses of acquisition candidates or new products, diversion of management
attention from the Company's existing businesses, reduction of the Company's
cash, disruption of product development cycles, dilution of earnings per share,
or other factors. The Company's ability to manage its current and future growth
will require it to implement and improve its operational, financial, budgeting,
management information and internal control systems. The Company's success will
depend on its management's ability to implement these changes effectively and to
manage the Company's operations over the long term. The Company's historical
acquisitions have been made, and any future acquisitions will be made, on the
assumption that certain synergies and other operating efficiencies can be
achieved in the combined operation. While the Company believes that it has
gained some of the expected benefits from its acquisitions, there is no
assurance that it will achieve or sustain all of the expected benefits. A
failure to achieve or sustain the expected benefits of any acquisition could
result in that acquisition having a detrimental effect on the Company's results
of operations, cash flow, and financial condition.
Dependence on Significant Customers. The Cashmere Manufacturing Co., Inc.
subsidiary of the Company ("Cashmere") historically has depended almost entirely
on The Boeing Company ("Boeing"), although the percentage of its Boeing sales
decreased to approximately 73% of Cashmere's total net sales in fiscal 1996.
Approximately 66% of Cashmere's total net sales for the first three quarters of
fiscal 1997 were to Boeing. Sales by Cashmere and other Company subsidiaries to
Boeing were
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<PAGE>
approximately 28% of the Company's consolidated net sales for fiscal 1996 and
22% for the first three quarters of fiscal 1997. As a result, general economic
conditions and events affecting Boeing, all of which are outside the Company's
control, may have a significant impact on Cashmere's sales and consequently on
the Company's overall results of operations. For example, a change in inventory
practices at Boeing and a general downturn in the aerospace market led to an
almost 50% drop in Cashmere's sales in calendar year 1993. A machinists' union
strike at Boeing during the winter of 1995- 1996 slowed Cashmere's sales to
Boeing, although such sales have recently increased. Cashmere has entered into
contracts with Boeing that extend beyond one year to supply parts at fixed
prices, and, accordingly, aluminum or other metal price increases or other cost
increases can adversely affect Cashmere's margins on the sale of those parts.
The Company's Morel Industries, Inc. subsidiary ("Morel"), which the Company
acquired in December 1995, depends on PACCAR Inc. and its Kenworth and Peterbilt
divisions (collectively, "PACCAR"). Net sales to PACCAR constituted 75% of
Morel's net sales in fiscal 1996 and 66% of Morel's net sales for the first
three quarters of fiscal 1997. Net sales to PACCAR in the first three quarters
of fiscal 1997 constituted 24% of the Company's consolidated net sales for that
period. PACCAR has no contractual obligation to continue to place orders for
Morel's products, and Boeing has considerable flexibility under its contract
with Cashmere to reduce its level of orders or to cease ordering products from
Cashmere. Both Cashmere and Morel have developed and are implementing strategies
intended to decrease their reliance on sales to these primary customers.
However, there is no assurance that either Cashmere or Morel can successfully
reduce its reliance on Boeing and PACCAR, respectively, to a degree that will
protect the Company if sales to these primary customers decrease unexpectedly.
Possible Need for Additional Long-Term Capital. The Company expects that
its existing capital resources and expected revenue from operations will be
adequate to satisfy its capital requirements for at least the next 12 months.
The Company's actual capital needs, however, will depend on many factors,
including the amount of revenue generated from operations, the cost of
increasing the Company's sales and marketing activities, the ability of
third-party suppliers to meet product commitments, and any future acquisitions,
none of which can be predicted with certainty. There is no assurance that the
Company will not require additional capital sooner than expected. The Company
may receive additional funds on the exercise of outstanding warrants and stock
options, but there is no assurance that any such warrants or stock options will
be exercised. Thus, the Company is unable to predict accurately the amount or
timing of future capital that it will need. The Company may not be able to
obtain additional financing on acceptable terms, or at all, when and if needed.
The inability to obtain necessary financing could materially and adversely
affect the Company's business and results of operations.
Competition. The Company operates in highly competitive markets. Most of
its competitors have greater financial resources, broader experience, greater
name recognition and more substantial marketing operations than does the
Company. The industries in which the Company competes are characterized by
ongoing product development efforts and evolving technology, and success depends
in part on the ability to gain a competitive advantage through proprietary
technology. Although the Company believes that its proprietary technology may
give it a competitive advantage with respect to its technology-based products,
competitors will continue to develop new technology. The Company's competitors
may develop products that are viewed by customers as more effective or more
economic than the Company's product lines. The Company may not be able to
compete successfully against current and future competitors, and the competitive
pressures faced by the Company may materially adversely affect the Company's
business and results of operations.
Recent Introduction of New Product Into New Market. Unlike the other
businesses acquired by the Company, there had been no sales of the natural gas
shut-off valve produced by Cashmere and marketed by the Company's Seismic Safety
Products, Inc. subsidiary ("Seismic") before the Company
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<PAGE>
acquired the technology for that product in November 1995. In addition, the
natural gas shut-off valve is intended for consumer use and is being marketed to
retail distributors of home improvement products and to natural gas utilities
for sale to consumers. This is a different type of product than the Company's
previous products, and a different kind of market than the markets in which the
Company's other subsidiaries operate. Seismic began marketing the natural gas
shut-off valve in December 1995, and received initial orders for the product
beginning in March 1996. There is no assurance that this product will achieve
market acceptance, or that Seismic will be able to market the product
successfully or to compete in this new market. Failure of the natural gas
shut-off valve to achieve market acceptance and to compete successfully could
have a material adverse effect on Seismic's results of operations, although the
Company has taken steps to minimize the effect that such a failure would have on
the Company and its subsidiaries taken as a whole.
Technological Change; Development of New Products. The market for the
Company's products is characterized by steadily evolving technology and industry
standards, changes in customer needs, and new product introductions. The
Company's success will depend on its ability to enhance its current products,
develop new products that meet changing customer needs, advertise and market its
products, and respond to evolving industry standards and other technological
changes on a timely and cost-effective basis. The Company may not succeed in
developing new products or enhancing its existing products on a timely basis,
and such new products or enhancements may not achieve market acceptance.
Furthermore, from time to time the Company and others may announce new products,
enhancements or technologies that have the potential to replace or render the
Company's existing products obsolete. Any failure by the Company to anticipate
or respond adequately to changes in technology and customer preferences, the
introduction of new products or enhancements by others, or any significant
delays in the development or introduction of new products by the Company could
have a material adverse effect on the Company's business, results of operations
and financial condition.
Dependence on Key Personnel. The Company's success depends significantly on
Donald A. Wright, the Company's Chief Executive Officer and President, and a
small number of other senior management and operational personnel. The loss of
the services of any of these employees could have a material adverse effect on
the Company's ability to achieve its business objectives. The Company has key
man life insurance policies on the life of Mr. Wright in the total amount of $3
million. The Company's growth and future success will depend in large part on
its ability to attract and retain additional senior managers and highly skilled
personnel to provide management and technological depth and support, to enhance
and market its existing products and to develop new products. Competition for
skilled management, technical, marketing and sales personnel is intense. There
is no assurance that the Company will be successful in attracting and retaining
the key management, technical, marketing and sales personnel needed to support
its business and its recent and future acquisitions, and its failure to do so
would materially and adversely affect the Company's business and results of
operations.
Limited Protection of Proprietary Technology. The Company regards elements
of its technology as proprietary and relies primarily on a combination of
patent, trade secret, copyright and trademark laws, confidentiality procedures,
and other intellectual property protection methods to protect its proprietary
technology. The Company has 32 U.S. patents, three U.S. patent applications
pending, and one international, one Canadian, and one European patent
application pending relating to certain of its technology and products. There is
no assurance that the Company's patent applications will result in issued
patents, that the Company's existing patents or any future patents will give the
Company any competitive advantages for its products or technology, or that, if
challenged, the Company's patents will be held valid and enforceable. Despite
the precautions taken by the Company, unauthorized parties may attempt to copy
aspects of the Company's products or obtain and use information that the Company
regards as proprietary, and existing intellectual property laws give only
limited protection. Policing
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violations of such laws is difficult. The laws of certain countries in which the
Company's products are or may be distributed do not protect the Company's
products and intellectual property rights to the same extent as do the laws of
the United States. There is no assurance that these protections will be adequate
or that the Company's competitors will not independently develop similar
technology, gain access to the Company's trade secrets or other proprietary
information, or design around the Company's patents. The Company may be required
to enter into costly litigation to enforce its intellectual property rights or
to defend infringement claims by others. Such infringement claims could require
the Company to license the intellectual property rights of third parties. There
is no assurance that such licenses would be available on reasonable terms, or at
all. In fiscal 1996, the Company settled patent infringement litigation
instituted by a competitor by purchasing two patents and granting the competitor
a license to use the patents. The Company's issued patents expire at various
times over the next 15 years. Although the Company believes that the
manufacturing processes of much of its technology that is now protected by
patents, particularly those of its Pacific Coast subsidiary, are sufficiently
complex that competing products made with the same technology are unlikely,
there is no assurance that the Company's competitors will not design competing
products using the same or similar technology after these patents have expired.
Environmental Matters. The Company is subject to federal, state and local
laws, regulations and ordinances concerning solid waste disposal, hazardous
materials storage, use and disposal, air emissions, waste water disposal,
employee health and other environmental matters (together, "Environmental
Laws"). Proper waste disposal and environmental regulation are major
considerations for the Company because certain metals and chemicals used in its
manufacturing processes are classified as hazardous substances. Since the
Company acquired the Morel subsidiary in December 1995, the Company has
initiated an environmental compliance program for the Morel facility, which
includes obtaining all permits necessary for that facility to operate in
compliance with applicable Environmental Laws. As part of this program, Morel in
January 1996 obtained a permit to discharge air emissions. In January 1997,
Morel completed the submission of an application to the State of Washington for
a permit required under Environmental Laws to discharge waste water and storm
water. If Morel does not obtain the required permit, regulatory authorities
could impose fines on Morel, order Morel to cease operations, or both. Although
the Company believes that the necessary permit will be issued, there is no
assurance that this permit will be issued, and the failure to obtain this permit
would have a material adverse effect on the Company. From time to time, the
Company's operations may result in other noncompliance with Environmental Laws.
If Environmental Laws are violated, the Company could be liable for damages and
for the costs of remedial actions and could also be subject to revocation of
permits needed to conduct its business. Any such revocation could require the
Company to cease or limit production at one or more of its facilities, which
could have a material adverse effect on the Company. As a generator of hazardous
materials, the Company is subject to financial exposure even if it fully
complies with these laws. Environmental Laws could become more stringent over
time, imposing greater compliance costs and increasing risks and penalties
associated with any violations. There is no assurance that any present or future
noncompliance with Environmental Laws will not have a material adverse effect on
the Company's results of operations or financial condition.
Government Regulation. Certain of the Company's products are manufactured
and sold under United States government contracts or subcontracts. As with all
companies that provide products or services to the federal government, the
Company is directly and indirectly subject to various federal rules, regulations
and orders applicable to government contractors. Certain of these government
regulations relate specifically to the vendor-vendee relationship with the
government, such as the bidding and pricing rules. Under regulations of this
type, the Company must observe certain pricing restrictions, produce and
maintain detailed accounting data, and meet various other requirements. The
Company is also subject to many regulations affecting the conduct of its
business generally. For example, the Company must adhere to federal acquisition
requirements and standards established by the Occupational Safety and Health
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Act relating to labor practices and occupational safety standards. Violation of
applicable government rules and regulations could result in civil liability, in
cancellation or suspension of existing contracts, or in ineligibility for future
contracts or subcontracts funded in whole or in part with federal funds.
Availability and Cost of Materials. The Company does not have fixed price
contracts or arrangements for all of the raw materials and other supplies it
purchases. The Company generally has readily available sources of raw materials
and other supplies it needs to manufacture its products and, where possible, the
Company maintains alternate sources of supply. However, shortages of, and price
increases for, certain raw materials and supplies used by the Company have
occurred in the past and may occur in the future. Future shortages or price
fluctuations could have a material adverse effect on the Company's ability to
manufacture and sell its products in a timely and cost-effective manner.
Product Liability. The Company is subject to the risk of product liability
claims and lawsuits for harm caused by products of the Company. The Company
maintains product liability insurance with a maximum coverage of $2 million.
However, there is no assurance that the Company's insurance will be sufficient
to cover any claims that may arise. A successful product liability claim in
excess of the Company's insurance coverage could have a material adverse effect
on the Company.
Shares Eligible for Future Sale. The sale of substantial amounts of the
Company's Common Stock in the public market or the prospect of such sales could
materially and adversely affect the market price of the Company's Common Stock.
On completion of this Offering, assuming that the Convertible Preferred Stock is
converted into 1,948,541 shares of Common Stock (see "Selling Shareholders") and
that none of the Company's outstanding warrants or options have been exercised
and no other additional shares of Common Stock have been issued, the Company
will have 11,691,251 outstanding shares of Common Stock. On the effectiveness of
this Registration Statement, the 1,948,541 shares of Common Stock issuable on
conversion of the Convertible Preferred Stock will become immediately eligible
for sale in the public market without restriction.
As of the date of this Prospectus, the Company has 9,742,709 shares of
Common Stock outstanding, including the following publicly traded shares: (a)
125,000 shares sold in a public offering in 1988 by the Company's predecessor,
Verazzana Ventures Ltd., a Nevada corporation ("Verazzana"), and (b) 2,250,000
shares registered by the Company's predecessor, PCT Holdings, Inc., a Nevada
corporation ("PCTH"), in its registered public offering of July 1996 (the "July
1996 public offering"). The other 3,000,000 shares registered in the July 1996
public offering are issuable on the exercise of certain warrants. On exercise of
those warrants, the following shares will be immediately eligible for resale in
the public market without restriction: (i) 2,250,000 shares issuable on exercise
of the Company's publicly traded warrants (the "Warrants"); (ii) 450,000 shares
issuable on exercise of the warrant granted to the underwriters of the July 1996
public offering (the "Underwriters' Warrant"), including those shares issuable
on exercise of the Warrants contained in the Underwriters' Warrant; and (iii)
300,000 shares issuable on the exercise of a warrant granted in connection with
bridge financing before the July 1996 public offering (the "Bridge Warrant").
The Warrants have an exercise price of $4.6875 per share, subject to certain
downward adjustments that will be determined based on the Company's audited
fiscal 1997 net income, and the Bridge Warrant has an exercise price of $4.80
per share.
The Company's outstanding Common Stock includes 2,898,170 shares issued by
PCTH in connection with three offerings, in July 1995, November 1995 and May
1996, under Regulation S of the Securities Act. Those shares are available for
resale into the United States without restriction at such time as an exemption
from registration under the Securities Act is or becomes available.
9
<PAGE>
Another 4,469,539 shares of the Company's outstanding Common Stock are
subject to restrictions on resale under Rule 144 of the Securities Act (the
"Restricted Shares"). Of the Restricted Shares, the 62,500 shares issued to the
original Verazzana shareholders in 1988 are eligible for immediate resale in the
public market pursuant to Rule 144(k). Another 4,392,639 of the Restricted
Shares are either currently eligible for resale in the public market under Rule
144(d) or will become eligible for resale in the public market as of April 29,
1997, pursuant to the recent amendments to Rule 144(d) and (k). Those shares
consist of: (a) a total of 3,176,175 shares issued in connection with a merger
involving Verazzana and PCT Holdings, Inc., a Washington corporation, in
February 1995; (b) 295,300 of the shares issued in connection with the first
Regulation S offering in July 1995; (c) an aggregate of 912,083 shares issued in
connection with the acquisitions of Ceramic Devices, Inc. ("Ceramic Devices"),
Seismic and Morel in April 1995, November 1995 and December 1995, respectively;
and (d) 9,000 of the shares issued in November 1995 under the Company's
Independent Director Stock Plan. The remaining Restricted Shares consist of
14,400 shares issued in September 1996 and October 1996 under the Company's
Independent Director Stock Plan. Those shares will become eligible for resale
under amended Rule 144 at various times after September 1997, or on the
effectiveness of a registration statement on Form S-8 (see below).
As of the date of this Prospectus, 624,583 shares of the Company's
outstanding Common Stock are subject to registration rights. Those shares
consist of: (a) 587,083 of the Restricted Shares issued in connection with the
acquisitions of Ceramic Devices, Seismic, and Morel, which will be eligible for
resale pursuant to amended Rule 144 as of April 29, 1997, and (b) 37,500 shares
issuable on exercise of a warrant held by one of the Company's directors, which
will become eligible for resale on May 22, 1997 under amended Rule 144.
The Company intends to file a registration statement on Form S-8 under the
Securities Act to register another 2,260,000 shares of Common Stock, consisting
of (a) the 2,000,000 shares reserved for issuance under the Company's Amended
and Restated Stock Incentive Plan, (b) the 100,000 shares reserved for issuance
under the Company's Independent Director Stock Plan, and (c) the 160,000 shares
issuable on the exercise of warrants held by three employees of the Company. On
the effectiveness of the Form S-8 registration statement and exercise of the
relevant options, (i) 306,123 shares will be immediately eligible for sale, (ii)
845,000 shares will be eligible for sale on the expiration of a contractual
restriction on July 15, 1997, and (iii) 142,560 shares will become eligible for
sale after the expiration of various vesting periods between June 1, 1997 and
June 1, 2000.
10
<PAGE>
SELLING SHAREHOLDERS
The Company sold 50,000 shares of Convertible Preferred Stock to the
Selling Shareholders in a private transaction in February 1997 at a gross
purchase price of $100 per share of Convertible Preferred Stock.
The Selling Shareholders may convert their shares of Convertible Preferred
Stock to Common Stock at any time after the earlier of (i) June 13, 1997, or
(ii) the date that the registration statement of which this Prospectus is a part
is declared effective. The Company may cause the conversion of the Preferred
Stock to Common Stock after fifteen days' notice to the holders if (i) the
average closing bid prices of the Common Stock for 20 consecutive trading days
is greater than $6.11, and (ii) the underlying shares of Common Stock are
registered or qualified for resale under federal and state securities laws and
listed or quoted for trading on the Nasdaq National Market System or such other
securities exchange or quotation system on which the Company's Common Stock is
then traded. If not sooner converted, the shares of Preferred Stock will be
automatically converted to Common Stock on February 28, 1999.
On conversion of a share of Convertible Preferred Stock, the Selling
Shareholder will receive a number of shares of Common Stock equal to $100
divided by the conversion price of the Convertible Preferred Stock. The
conversion price will be the lower of (i) $3.49 or (ii) 85% of the average
closing bid price per share of the Common Stock over the five days before
conversion. As of April 14, 1997, 1,775,805 shares of Common Stock would be
issuable on conversion of all of the Convertible Preferred Stock. The Company
may issue up to 1,948,541 shares of Common Stock on conversion, and must redeem
any Preferred Stock that it is not permitted to convert.
The following table provides the names of the Selling Shareholders and the
number of Shares being offered by each of them as if all of the shares of
Convertible Preferred Stock of the Company were converted on the date of this
Prospectus, and as if such shares were converted when the Common Stock has a
market price of $3.02 (which would result in a conversion price of $2.57 per
Share). These are only examples, and the actual number of shares of Common Stock
issuable may vary, up to the total maximum of 1,948,541 shares of Common Stock,
as the conversion price of the Series A Convertible Preferred Stock changes with
the market price of the Common Stock as reported on the Nasdaq National Market
System. The tables have been calculated assuming that each Selling Shareholder's
percentage of the Common Stock issuable on conversion of the Convertible
Preferred Stock will be the same as that Selling Shareholder's percentage of the
Convertible Preferred Stock held before the Offering. Each Selling Shareholder's
percentage of the Common Stock offered hereunder, and the number of Shares
offered by any one Selling Shareholder may vary, however, because the Selling
Shareholders may elect to convert their shares at different times and therefore
at different conversion prices.
<TABLE>
<CAPTION>
Selling Shareholders Shares of Convertible Common Stock Common Stock
Preferred Stock Issuable if Issuable if
Held Before Offering Converted Converted
on April 14, at $2.57/Share
1997(1) (2)
<S> <C> <C> <C>
GAM Arbitrage Investments, Inc. 2,500 88,790 97,276
AG Super Fund International Partners, L.P. 2,000 71,032 77,821
Leonardo, L.P. 15,500 550,500 603,113
Paresco, Inc. 10,000 355,161 389,105
11
<PAGE>
Strome Global Income Fund 1,000 35,516 38,910
Strome Partners, L.P. 5,000 177,580 194,552
Strome Offshore, Ltd. 5,000 177,580 194,552
Strome Family Foundation 2,000 71,032 77,821
Mark Strome, IRA 1,000 35,516 38,910
Cheryl Strome, TTEE FBO The Cheryl 1,000 35,516 38,910
Strome Living Trust Dated 11/26/96
Strome Susskind Hedgecap, LP 5,000 177,581 194,552
========================================================
TOTAL 50,000 1,775,805 1,948,541
- ------------------------------
<FN>
(1) Assumes that all shares are converted at the same conversion price of
$2.815625.
(2) Assumes that the market price of the Common Stock is $3.02, and that the
conversion price of the Common Stock is thus $2.57. If the market price of the
Common Stock were to drop below $3.02 per share, some Selling Shareholders would
be unable to convert their shares of Convertible Preferred Stock to Common Stock
and would be unable, therefore, to offer such Common Stock for sale in this
Offering.
</FN>
</TABLE>
If all the Shares being offered are sold, assuming that no Selling
Shareholder buys any shares of Common Stock, no Selling Shareholder will own any
shares of Common Stock after completion of this Offering. No Selling Shareholder
has held any position or office or has had any other material relationship with
the Company or any of its affiliates within the past three years.
Each Selling Shareholder has represented to the Company that it purchased
the Convertible Preferred Stock for investment, with no present intention of
distribution. However, because such investors, even though buying the
Convertible Preferred Stock for investment, may wish to be legally permitted to
sell the underlying Shares of Common Stock when they deem appropriate, the
Company has filed a Registration Statement under the Securities Act with the
Commission with respect to the resale of the Shares according to the plan of
distribution described in this Prospectus. The Company has agreed to prepare and
file any amendments and supplements to the Registration Statement needed to keep
the Registration Statement effective until the earlier of (a) two years after it
is declared effective (subject to certain extensions), (b) the date as of which
the Selling Shareholders may sell all the Shares without restriction under the
Securities Act and (c) the date on which (i) the Selling Shareholders have sold
all of the Shares and (ii) none of the Convertible Preferred Stock is
outstanding.
PLAN OF DISTRIBUTION
The Selling Shareholders may resell the Shares from time to time in
transactions in the over-the-counter market through Nasdaq, in privately
negotiated transactions, by writing options on the Shares, or by a combination
of such methods, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices relating to such prevailing market
prices, or at negotiated
12
<PAGE>
prices. The Selling Shareholders may sell the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or the
buyers of the Shares for whom such broker-dealers may act as agents or to whom
they may sell as principals, or both (which compensation as to a particular
broker-dealer may be in excess of customary commissions). Any broker-dealer may
act as a broker-dealer on behalf of the Selling Shareholders in connection with
the offering of certain of the Shares by the Selling Shareholders. In addition,
any of the Shares that qualify for sale pursuant to Rule 144 promulgated under
the Securities Act may be sold in transactions complying with that Rule, rather
than pursuant to this Prospectus. The Company has the right to suspend use of
this Prospectus for limited periods of time under certain circumstances. There
can be no assurance that the Selling Shareholders will sell any or all of the
Shares offered by them hereunder.
The Selling Shareholders and any broker-dealers who act in connection with
the sale of the Shares hereunder may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
them and profit on any resale of the Shares as principals may be deemed to be
underwriting discounts and commissions under the Securities Act. The Company has
agreed to pay all expenses (other than any underwriting costs, selling
commission and fees and certain expenses of counsel and other advisors to the
Selling Shareholders) in connection with the registration and sale of the Shares
by the Selling Shareholders.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company has agreed to indemnify the Selling Shareholders, and the
Selling Shareholders have agreed to indemnify the Company, against certain
liabilities under the Securities Act. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
EXPERTS
The Company's consolidated financial statements incorporated by reference
in this Prospectus and elsewhere in the registration statement of which it is a
part have been audited by Moss Adams LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The Company will pay all expenses in connection with the issuance and
distribution of the securities being registered, excluding any underwriters'
fees and expenses, brokers' commissions, and certain fees of counsel to the
Selling Shareholders. Below is an itemized statement of the estimated expenses.
All fees are estimated, except the Securities and Exchange Commission
registration fee.
Registration fees...............................................$ 1,956
Blue Sky fees...................................................$ 5,000
Legal fees......................................................$25,000
Accounting fees.................................................$ 5,000
Nasdaq fees.....................................................$17,500
Miscellaneous fees..............................................$ 1,544
Estimated total.................................................$56,000
Item 15. 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 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 on 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.
14
<PAGE>
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 16. Exhibits
Exhibit
Number Description
4.1 Amendment to Articles of Incorporation of the Company Containing
Designation of Rights and Preferences of Series A Convertible
Preferred Stock*
4.2 Registration Rights Agreement between the Company and the Selling
Shareholders*
5.1 Opinion of Stoel Rives LLP
23.1 Consent of Moss Adams LLP
23.2 Consent of Stoel Rives LLP (Included in Exhibit 5.1.)
24.1 Powers of Attorney
- --------------------------------------
* Filed as an exhibit to the Company's Current Report on Form 8-K filed with the
Commission on March 12, 1997.
Item 17. Undertakings.
The undersigned Registrant 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:
(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) Include any additional or changed material information on the plan of
distribution.
(2) For determining liability under the Securities Act, treat each such
post-effective amendment as a new registration statement of the securities
offered and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the termination of the offering.
15
<PAGE>
That, for determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act), that is incorporated by reference in the
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 in the initial bona fide offering thereof.
The Company has agreed to indemnify the Selling Shareholders and the
Selling Shareholders have agreed to indemnify the Company, against certain
liabilities under the Securities Act. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange 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 Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant 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
Registrant 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 of 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, as amended,
PACIFIC AEROSPACE & ELECTRONICS, INC. certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Wenatchee, Washington, on April 14,
1997.
PACIFIC AEROSPACE & ELECTRONICS, INC.
By /s/ Donald A. Wright
-------------------------------------
Donald A. Wright, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on April 14, 1997.
Signature Title
--------- -----
/s/ Donald A. Wright Chief Executive Officer, President and
- ------------------------------ Director
Donald A. Wright (Principal Executive Officer)
Vice President Finance, Chief Financial
/s/ Nick A. Gerde Officer and Treasurer (Principal Financial
- ------------------------------ and Accounting Officer)
Nick A. Gerde
16
<PAGE>
/s/ Herman L. "Jack" Jones*
- ------------------------------
Herman L. "Jack" Jones Executive Vice President and Director
/s/ Roger P. Vallo*
- ------------------------------
Roger P. Vallo Director
/s/ Robert L. Smith*
- ------------------------------
Robert L. Smith Director
/s/ Donald B. Cotton*
- ------------------------------
Donald B. Cotton Director
/s/ Allen W. Dahl, M.D.*
- ------------------------------
Allen W. Dahl, M.D. Director
/s/ Paul Schmidhauser*
- ------------------------------
Paul Schmidhauser Director
/s/ Gregory Smith*
- ------------------------------
Gregory Smith Director
*By /s/ Donald A. Wright
---------------------------
Donald A. Wright
(Attorney-in-Fact)
17
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
4.1 Amendment to Articles of Incorporation of the Company Containing
Designation of Rights and Preferences of Series A Convertible
Preferred Stock*
4.2 Registration Rights Agreement between the Company and the Selling
Shareholders*
5.1 Opinion of Stoel Rives LLP
23.1 Consent of Moss Adams LLP
23.2 Consent of Stoel Rives LLP (Included in Exhibit 5.1.)
24.1 Powers of Attorney
- ------------------------------------------
* Filed as an exhibit to the Company's current Report on Form 8-K filed with the
Commission on March 11, 1997.
18
STOEL RIVES LLP Exhibit 5.1
---------------
ATTORNEYS
One Union Square
600 University Street, Suite 3600
Seattle, Washington 98101-3197
Telephone (206) 624-0900
Fax (206) 386-7500
April 14, 1997
Board of Directors
Pacific Aerospace & Electronics, Inc.
434 Olds Station Road
Wenatchee, Washington 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-3
(the "Registration Statement") under the Securities Act of 1933, as amended,
relating to the resale of up to 1,948,541 shares of the common stock, $.001 par
value per share (the "Shares"), of the Company by the holders thereof (the
"Selling Shareholders"). The Shares are issuable upon conversion of 50,000
currently issued and outstanding shares of the Series A Convertible Preferred
Stock, $.001 par value per share, of the Company. We have reviewed the corporate
actions of the Company in connection with this matter and have examined those
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. Assuming due conversion of the shares
of Series A Convertible Preferred Stock held by the Selling Shareholders in
accordance with the Designation of Rights and Preferences thereof, the
Shares issuable upon such conversion will be, when issued, 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
STOEL RIVES LLP
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Pacific Aerospace & Electronics, Inc. on Form S-3 of our report on the
consolidated financial statements of Pacific Aerospace & Electronics, Inc.
(previously named PCT Holdings, Inc.) and subsidiaries dated June 15, 1996,
except for Note 7 and Note 15(b), as to which the date is July 15, 1996,
appearing in the Annual Report on Form 10-KSB of PCT Holdings, Inc. for the year
ended May 31, 1996 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ MOSS ADAMS LLP
MOSS ADAMS LLP
Everett, Washington
April 14, 1997
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Donald A. Wright and Nick A. Gerde, and each of them, his true and
lawful attorneys and agents, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign one
or more Form S-3 Registration Statements under the Securities Act of 1933,
prepared in connection with the issuance and/or sale of shares of Common Stock
of Pacific Aerospace & Electronics, Inc., and any and all amendments thereto
(including any pre-effective or post-effective amendments) or any additional
registration statements relating to the same offering filed pursuant to Rule
462(b) of the Securities Act of 1933, as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission; granting unto said attorneys and agents, and
each of them, full power and authority to do any and all acts and things
necessary or advisable to be done, as fully and to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys and agents or any of them or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: April 14, 1997
/s/ Donald B. Cotton
---------------------------------------
Donald B. Cotton
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Donald A. Wright and Nick A. Gerde, and each of them, his true and
lawful attorneys and agents, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign one
or more Form S-3 Registration Statements under the Securities Act of 1933,
prepared in connection with the issuance and/or sale of shares of Common Stock
of Pacific Aerospace & Electronics, Inc., and any and all amendments thereto
(including any pre-effective or post-effective amendments) or any additional
registration statements relating to the same offering filed pursuant to Rule
462(b) of the Securities Act of 1933, as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission; granting unto said attorneys and agents, and
each of them, full power and authority to do any and all acts and things
necessary or advisable to be done, as fully and to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys and agents or any of them or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: April 14, 1997
/s/ Allen W. Dahl
---------------------------------------
Allen W. Dahl, M.D.
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Donald A. Wright and Nick A. Gerde, and each of them, his true and
lawful attorneys and agents, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign one
or more Form S-3 Registration Statements under the Securities Act of 1933,
prepared in connection with the issuance and/or sale of shares of Common Stock
of Pacific Aerospace & Electronics, Inc., and any and all amendments thereto
(including any pre-effective or post-effective amendments) or any additional
registration statements relating to the same offering filed pursuant to Rule
462(b) of the Securities Act of 1933, as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission; granting unto said attorneys and agents, and
each of them, full power and authority to do any and all acts and things
necessary or advisable to be done, as fully and to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys and agents or any of them or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: April 14, 1997
/s/ Herman L. "Jack" Jones
---------------------------------------
Herman L. "Jack" Jones
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Donald A. Wright and Nick A. Gerde, and each of them, his true and
lawful attorneys and agents, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign one
or more Form S-3 Registration Statements under the Securities Act of 1933,
prepared in connection with the issuance and/or sale of shares of Common Stock
of Pacific Aerospace & Electronics, Inc., and any and all amendments thereto
(including any pre-effective or post-effective amendments) or any additional
registration statements relating to the same offering filed pursuant to Rule
462(b) of the Securities Act of 1933, as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission; granting unto said attorneys and agents, and
each of them, full power and authority to do any and all acts and things
necessary or advisable to be done, as fully and to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys and agents or any of them or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: April 14, 1997
/s/ Paul Schmidhauser
---------------------------------------
Paul Schmidhauser
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Donald A. Wright and Nick A. Gerde, and each of them, his true and
lawful attorneys and agents, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign one
or more Form S-3 Registration Statements under the Securities Act of 1933,
prepared in connection with the issuance and/or sale of shares of Common Stock
of Pacific Aerospace & Electronics, Inc., and any and all amendments thereto
(including any pre-effective or post-effective amendments) or any additional
registration statements relating to the same offering filed pursuant to Rule
462(b) of the Securities Act of 1933, as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission; granting unto said attorneys and agents, and
each of them, full power and authority to do any and all acts and things
necessary or advisable to be done, as fully and to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys and agents or any of them or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof
Dated: April 14, 1997
/s/ Gregory Smith
---------------------------------------
Gregory Smith
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Donald A. Wright and Nick A. Gerde, and each of them, his true and
lawful attorneys and agents, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign one
or more Form S-3 Registration Statements under the Securities Act of 1933,
prepared in connection with the issuance and/or sale of shares of Common Stock
of Pacific Aerospace & Electronics, Inc., and any and all amendments thereto
(including any pre-effective or post-effective amendments) or any additional
registration statements relating to the same offering filed pursuant to Rule
462(b) of the Securities Act of 1933, as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission; granting unto said attorneys and agents, and
each of them, full power and authority to do any and all acts and things
necessary or advisable to be done, as fully and to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys and agents or any of them or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: April 14, 1997
/s/ Robert L. Smith
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Robert L. Smith
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Donald A. Wright and Nick A. Gerde, and each of them, his true and
lawful attorneys and agents, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign one
or more Form S-3 Registration Statements under the Securities Act of 1933,
prepared in connection with the issuance and/or sale of shares of Common Stock
of Pacific Aerospace & Electronics, Inc., and any and all amendments thereto
(including any pre-effective or post-effective amendments) or any additional
registration statements relating to the same offering filed pursuant to Rule
462(b) of the Securities Act of 1933, as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission; granting unto said attorneys and agents, and
each of them, full power and authority to do any and all acts and things
necessary or advisable to be done, as fully and to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys and agents or any of them or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: April 14, 1997
/s/ Roger P. Vallo
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Roger P. Vallo
