As filed with the Securities and Exchange Commission on December 15, 1995
Registration No. 33-____
_________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ASTRONICS CORPORATION
(Exact name of Registrant as specified in its charter)
New York 16-0959303
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1801 Elmwood Avenue
Buffalo, New York 14207
(Address of Principal Executive Office) (Zip Code)
1993 DIRECTOR STOCK OPTION PLAN
1992 INCENTIVE STOCK OPTION PLAN
1984 DIRECTOR STOCK OPTION PLAN
1982 INCENTIVE STOCK OPTION PLAN
(Full title of the plans)
Paul N. Edwards, Esq.
Phillips, Lytle, Hitchcock, Blaine & Huber
3400 Marine Midland Center
Buffalo, New York 14203
(Name and address of agent for service)
716-847-7020
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Max. Proposed Max. Amount of
securities to to be offering price aggregate offering registration
be registered registered* per share** price fee
Common Stock 732,132 $3.50 $2,562,462 $883.61
$.01 par value
* The number of shares are subject to adjustment in accordance with
the anti-dilution provisions of the Plans. Accordingly, this Registration
Statement also covers an indeterminable number of shares which may be
issuable in connection with such provisions.
** Estimated solely for the purpose of determining the registration
fee computed pursuant to Rule 457(c); calculated on the basis of the
average of the bid and asked prices of the Common Stock on the NASDAQ
National Market System on December 11, 1995.
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Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates the following documents by
reference in the Registration Statement:
(a) The Form 10-QSBs for the quarters ended September 30,
July 1 and April 1, 1995;
(b) The Form 8-K filed on December 14, 1995; and
(c) The Form 10-KSB for the fiscal year ended December 31,
1994.
In addition, all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and
to be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
No applicable.
Item 5. Interests of Named Experts and Counsel.
John B. Drenning, a Director and Secretary of the Company,
is a partner in the law firm of Phillips, Lytle, Hitchcock,
Blaine & Huber, which has rendered the legality opinion included
in this Registration Statement as Exhibit 5.
Item 6. Indemnification of Directors and Officers.
The Company's officers and directors are and will be
indemnified under the By-laws of the Company against certain
liabilities. The By-Laws require the Company, to the extent
permitted by law, to indemnify its directors and officers, among
others, against claims and liabilities and reasonable expenses
actually incurred by them in connection with any claim or
liability by reason of their services in those or other
capacities unless it is established (a) that the director or
officer breached his duty to the Company, and (b) if such person
acted in the best interest of the Company, and, in the case of
any criminal proceeding, the director or officer had no
reasonable cause to believe that the act or omission was
unlawful.
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As permitted by New York law, the Certificate of
Incorporation provides that a director or officer of the Company
shall not be liable for monetary damages to the Company or its
shareholders for any act or omission in the performance of his
duties, except to the extent that a judgment or other final
adjudication adverse to him establishes (1) the person actually
received an improper benefit, (2) the person's action or failure
to act was in bad faith or involved intentional misconduct or a
knowing violation of law, or (3) his acts violated Section 719 of
the Business Corporation Law of the State of New York.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the Exhibit Index below.
Item 9. Undertakings.
(a) 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;
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (ii) do not
apply if the registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
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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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange
Act of 1934) 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 the initial bona fide
offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 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 Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all 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 Buffalo, State of New
York on December 15, 1995.
ASTRONICS CORPORATION
By:KEVIN T. KEANE
Kevin T. Keane
President and Chief
Executive Officer
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Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date above.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below does hereby constitute and appoint
Kevin T. Keane and John M. Yessa, jointly and severally, with
full power to act without the other, as his true and lawful
attorneys-in-fact, each with the full power of substitution for
him and in his name, place and stead, in any and all capacities,
to sign any or all amendments or post-effective amendments to
this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission under the Securities
Act of 1933, granting unto each of said attorneys-in-fact 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 each
of said attorneys-in-fact or his substitute, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:
SIGNATURE CAPACITY DATE
KEVIN T. KEANE President, Chief Executive December 15, 1995
Kevin T. Keane Officer and Director
(Principal Executive Officer)
JOHN M. YESSA Vice President-Finance, December 15, 1995
John M. Yessa Treasurer, Chief Financial
Officer and Director
(Principal Financial and
Accounting Officer)
Director December __, 1995
Guy P. Berner
Director December __, 1995
Robert T. Brady
JOHN B. DRENNING Director December 15, 1995
John B. Drenning
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EXHIBIT INDEX
Sequential
Page Number
4.1 - Restated Certificate of Incorporation ----
of Astronics Corporation, as amended,
incorporated by reference to Exhibit 3(a)
of the Company's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1988.
4.2 - Bylaws of the Company, as amended, ----
incorporated by reference to
Exhibit 3(b) of the Company's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1988.
5 - Opinion of Phillips, Lytle, 8
Hitchcock, Blaine & Huber as to
the legality of the securities
registered.
10.1 - 1993 Director Stock Option Plan, ----
incorporated by reference to
the Company's definitive proxy
statement dated March 19, 1993.
10.2 - 1992 Incentive Stock Option Plan, ----
incorporated by reference to
the Company's definitive proxy
statement dated March 30, 1992.
10.3 - 1984 Director Stock Option Plan, ----
incorporated by reference to
the Company's definitive proxy
statement dated March 16, 1984.
10.4 - 1982 Incentive Stock Option Plan, ----
incorporated by reference to
the Company's definitive proxy
statement dated March 26, 1982.
24(a) - Consent of Independent Accountants 10
24(b) - Consent of Phillips, Lytle, ----
Hitchcock, Blaine & Huber (included
in Exhibit 5).
25 - Power of Attorney (included with ----
signature page).
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EXHIBIT 5
OPINION OF PHILLIPS, LYTLE, HITCHCOCK,
BLAINE & HUBER AS TO THE LEGALITY
OF THE SECURITIES REGISTERED
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December 15, 1995
Astronics Corporation
1801 Elmwood Avenue
Buffalo, New York 14207
Re: ASTRONICS CORPORATION - REGISTRATION STATEMENT ON
FORM S-8
Gentlemen:
With respect to the Form S-8 Registration Statement of
the 1993 Director Stock Option Plan, the 1992 Incentive Stock
Option Plan, the 1984 Director Stock Option Plan and the 1982
Incentive Stock Option Plan (the "Plans"), covering the
registration of 732,132 shares of Common Stock of Astronics
Corporation (the "Company"), we have examined and are familiar
with the Company's Certificate of Incorporation, By-laws,
resolutions of its Directors and such other documents and
corporate records and proceedings relating to the organization of
the Company, proposed issuance of securities and the adoption of
the Plan by the Company. We have also examined such other
documents and proceedings that we have considered necessary for
the purpose of this opinion.
We are attorneys admitted to practice in the State of
New York. We express no opinion concerning the laws of any
jurisdiction other than the laws of the United States of America
and the State of New York.
Based upon such examination, we are of the opinion that
the 732,132 shares of Common Stock which may be issued by the
Company have been duly authorized and, when issued in accordance
with the terms of the Registration Statement and the Plans, will
be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement.
Very truly yours,
PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER
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EXHIBIT 24(a)
CONSENT OF INDEPENDENT
ACCOUNTANTS
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CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference of our report dated
January 20, 1995 with respect to the Financial Statements of
Astronics Corporation, appearing in the Form 10-KSB for the
fiscal year ended December 31, 1994, in this Registration
Statement on Form S-8 of Astronics Corporation filed with the
Securities and Exchange Commission for the registration of
732,132 shares of its common stock.
Buffalo, New York
December 15, 1995
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