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<S> <C>
As filed with the Securities and Exchange Commission on May 10, 2000. Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
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.)
___________________
430 Olds Station Road, Third Floor
Wenatchee, Washington 98801
(Address of principal executive offices)
___________________
PACIFIC AEROSPACE & ELECTRONICS, INC.
1999 STOCK INCENTIVE PLAN
(Full title of the plan)
__________________
Donald A. Wright
430 Olds Stations Road, Third Floor
Wenatchee, Washington 98801
(509) 667-9600 (telephone)
(509) 667-9696 (facsimile)
(Name, address, including zip code, and
telephone and facsimile numbers, including area code, of agent for service)
Copy to:
L. John Stevenson, Jr.
Stoel Rives LLP
One Union Square, 36th Floor
600 University Street
Seattle, WA 98101-3197
(206) 624-0900 (telephone)
(206) 386-7500 (facsimile)
___________________
CALCULATION OF REGISTRATION FEE
-------------------------------
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<CAPTION>
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Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered Registered offering price per share/(1)/ aggregate offering price/(1)/ Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 4,000,000 shares $1.53125 $6,125,000 $1617.00
================================================================================================================================
</TABLE>
/(1)/ Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on an estimated value of $1.53125 per share. This
value equals the average of the high and low prices of the Common Stock on the
Nasdaq National Market System on May 5, 2000.
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<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 is filed by Pacific Aerospace &
Electronics, Inc., a Washington corporation (the "Company") relating to the
4,000,000 shares of the Company's common stock, par value $.001 per share (the
"Common Stock"), issuable under the Company's 1999 Stock Incentive Plan (the
"Plan").
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, previously filed by the Company with the Securities and
Exchange Commission (the "Commission"), are incorporated herein by this
reference:
1. The Company's annual report on Form 10-K for the year ended May 31,
1999;
2. The Company's quarterly report on Form 10-Q for the quarter ended
August 31, 1999;
3. The Company's quarterly report on Form 10-Q for the quarter ended
November 30, 1999;
4. The Company's quarterly report on Form 10-Q for the quarter ended
February 29, 2000;
5. The Company's definitive proxy statement dated September 3, 1999;
6. The Company's definitive proxy statement dated February 4, 2000; and
7. The description of the Common Stock set forth in the Company's
registration statement on Form 8-B as filed with the Commission on
February 6, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (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
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.
2
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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.
Not applicable.
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 Corporation 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 Corporation 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 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.
3
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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.
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<CAPTION>
Exhibit
Number Description
- ------- -----------------------------------------------------------------------------
<C> <S>
4.1 Articles of Incorporation of Pacific Aerospace & Electronics, Inc./(1)/
4.2 Amendment to Articles of Incorporation containing Designation of Rights and
Preferences of Series B Convertible Preferred Stock./(2)/
4.3 Bylaws of Pacific Aerospace & Electronics, Inc./(1)/
4.4 Form of specimen certificate for Common Stock./(1)/
4.5 Pacific Aerospace & Electronics, Inc. 1999 Stock Incentive Plan./(3)/
5.1 Opinion of Stoel Rives LLP./(4)/
23.1 Consent of KPMG LLP./(4)/
23.2 Consent of Moss Adams LLP./(4)/
23.3 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Power of Attorney./(4)/
</TABLE>
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/(1)/ Incorporated by reference to the Company's Current Report on Form 8-K
filed on December 12, 1996.
/(2)/ Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ending May 31, 1998.
/(3)/ Incorporated by reference to the Company's definitive proxy statement for
its 1999 annual meeting, filed on September 1, 1999.
/(4)/ Submitted with this Registration Statement.
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;
(a) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) to 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) which, individually or in the aggregate, represent a
fundamental change in the information in this Registration Statement; and
4
<PAGE>
(c) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
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 the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
4. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
5. 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 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 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.
5
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SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wenatchee, State of Washington, on May 10, 2000.
PACIFIC AEROSPACE & ELECTRONICS, INC.
By: /s/ Donald A. Wright
-----------------------------------------
Donald A. Wright, President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
below as of May 10, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/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 Financial and Accounting Officer)
Nick A. Gerde
/s/ Allen W. Dahl, M.D.* Director
- -----------------------------------------
Allen W. Dahl, M.D.
/s/ Werner Hafelfinger * Director
- -----------------------------------------
Werner Hafelfinger
/s/ Dale L. Rasmussen* Director
- -----------------------------------------
Dale L. Rasmussen
/s/ William A. Wheeler* Director
- -----------------------------------------
William A. Wheeler
/s/ Robert M. Stemmler* Director
- -----------------------------------------
Robert M. Stemmler
*By /s/ Donald A. Wright
- -----------------------------------------
Donald A. Wright
(Attorney-in-Fact)
</TABLE>
6
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------------------------------------------------------------------------
<C> <S>
4.1 Articles of Incorporation of Pacific Aerospace & Electronics, Inc./(1)/
4.2 Amendment to Articles of Incorporation containing Designation of Rights and
Preferences of Series B Convertible Preferred Stock./(2)/
4.3 Bylaws of Pacific Aerospace & Electronics, Inc./(1)/
4.4 Form of specimen certificate for Common Stock./(1)/
4.5 Pacific Aerospace & Electronics, Inc. 1999 Stock Incentive Plan./(3)/
5.1 Opinion of Stoel Rives LLP./(4)/
23.1 Consent of KPMG LLP./(4)/
23.2 Consent of Moss Adams LLP./(4)/
23.3 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Power of Attorney./(4)/
</TABLE>
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/(1)/ Incorporated by reference to the Company's Current Report on Form 8-K
filed on December 12, 1996.
/(2)/ Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ending May 31, 1998.
/(3)/ Incorporated by reference to the Company's definitive proxy statement for
its 1999 annual meeting, filed on September 1, 1999.
/(4)/ Submitted with this Registration Statement.
<PAGE>
Exhibit 5.1
May 10, 2000
The Board of Directors
Pacific Aerospace & Electronics, Inc.
Dear Sirs:
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.
The Registration Statement relates to the registration for issuance by the
Company of up to 4,000,000 shares of the Company's common stock (the "Shares"),
pursuant to the Company's 1999 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 as 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 in accordance
with the Plan, will be validly 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
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
The Board of Directors
Pacific Aerospace & Electronics, Inc.:
We consent to the incorporation by reference into the Registration Statement on
Form S-8 filed by Pacific Aerospace & Electronics, Inc. of our report dated July
16, 1999, except as to note 24 which is as of August 19, 1999, relating to the
consolidated balance sheets of Pacific Aerospace & Electronics, Inc. and
subsidiaries as of May 31, 1998 and 1999 and the related consolidated statements
of operations, stockholders' equity, and cash flows for each of the years in the
two-year period ended May 31, 1999, which report appears in the May 31, 1999
annual report on Form 10-K of Pacific Aerospace & Electronics, Inc.
/s/ KPMG LLP
Seattle, Washington
May 10, 2000
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
-----------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Pacific Aerospace & Electronics, Inc., relating to
4,000,000 shares of common stock issuable under the Company's 1999 Stock
Incentive Plan, of our report dated July 2, 1997, appearing in the Annual Report
on Form 10-K of Pacific Aerospace & Electronics, Inc. for the year ended May 31,
1999.
/s/ Moss Adams LLP
Seattle, Washington
May 10, 2000
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY FOR FORM S-8 REGISTRATION STATEMENT
-----------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints DONALD A. WRIGHT, with full power to act, his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement on Form S-8, and any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
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 in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes, 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 May 10, 2000:
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/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 Financial and
Nick A. Gerde Accounting Officer)
/s/ Allen W. Dahl, M.D. Director
- ----------------------------------
Allen W. Dahl, M.D.
/s/ Werner Hafelfinger Director
- ----------------------------------
Werner Hafelfinger
/s/ Dale L. Rasmussen Director
- ----------------------------------
Dale L. Rasmussen
/s/ William A. Wheeler Director
- ----------------------------------
William A. Wheeler
/s/ Robert M. Stemmler Director
- ----------------------------------
Robert M. Stemmler
</TABLE>
