As filed with the Securities and Exchange Commission on September 21, 1999
Registration No. 333-___
__________________________________________________________________________
__________________________________________________________________________
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)
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Kevin T. Keane
President
Astronics Corporation
1801 Elmwood Avenue
Buffalo, New York 14207
(Name and address of agent for service)
716-447-9013
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Max. Proposed Max.
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered* share** price** fee
__________ ___________ _____________ _____________ ____________
Common Stock
$.01 par
value 250,000 shares $ 9.4375 $2,359,375 $ 655.91
* The number of shares are subject to adjustment in accordance with
the anti-dilution provisions of the Plan. 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 high and low prices of the Common Stock on the NASDAQ
National Market System on September 15, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the
contents of the Registration Statement filed September 26, 1991
(File No. 33-42981)by Astronics Corporation (the "Company") with
respect to shares of its Common Stock, par value $.01 per share,
issuable under the Company's Employee Stock Purchase Plan, except
Items 5 and 6, which are superseded by the information below, are
hereby incorporated by reference herein.
Item 5. Interest of Named Experts and Counsel.
John B. Drenning, a Director, Secretary and shareholder
of the Company, is a partner in the law firm of Phillips, Lytle,
Hitchcock, Blaine & Huber LLP, which has rendered the legality
opinion included in this Registration Statement as Exhibit 5.
Item 6. Indemnification of Directors and Officers.
The Company's directors and officers are and will be
indemnified, to the extent permitted by law, under the By-Laws of
the Company against certain liabilities. The By-laws require the
Company to indemnify its directors and officers, among others,
against the reasonable expenses actually incurred by them in
connection with the defense of any action or proceeding by or in
the right of the Company to procure a judgment in its favor,
except in relation to matters as to which the director or officer
is adjudged to have breached his duty to the Company. The
By-Laws also require indemnification against judgments, fines,
amounts paid in settlement and reasonable expenses actually
incurred as a result of any action or proceeding, other than one
by or in the right of the Company to procure a judgment in its
favor, provided the director or officer 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 his conduct was unlawful.
As permitted by New York law, the Certificate of
Incorporation provides that a director of the Company shall not
be liable for 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) he actually received an improper benefit, (2) his
act 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.
The Company maintains a standard directors and officers
liability insurance policy which will reimburse the Company for
payments it may make in indemnification of directors and officers
and pay other expenses, counsel fees, settlements, judgments or
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costs arising from proceedings involving any director or officer
of the Company in his capacity as such, subject to certain
limitations and exclusions.
EXHIBITS
5 Opinion of Phillips, Lytle, Hitchcock, Blaine &
Huber LLP as to the legality of the securities
registered.
23(a) Consent of Ernst & Young LLP, Independent Public
Accountants.
23(b) Consent of Phillips, Lytle, Hitchcock, Blaine &
Huber LLP as to the legality of the securities required
(included in Exhibit 5).
24 Power of Attorney (included under the caption
"SIGNATURES" in this Registration Statement).
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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 September 17, 1999.
ASTRONICS CORPORATION
By: /s/Kevin T. Keane
_____________________________
Kevin T. Keane
President and Chief
Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Kevin T. Keane
and John M. Yessa, or each of them, as true and lawful
attorneys-in-fact 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 any or all amendments (including
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, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done 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 attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, 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 by the
following persons in the capacities and on the date indicated.
Signature Capacity Date
/s/ Kevin T. Keane President, Chief September 17, 1999
Kevin T. Keane Executive Officer and
Director (Principal
Executive Officer)
/s/ John M. Yessa Vice President-Finance, September 17, 1999
John M. Yessa Treasurer, Chief Financial
Officer and Director
(Principal Financial
Officer & Principal
Accounting Officer)
/s/ Robert T. Brady Director September 17, 1999
Robert T. Brady
/s/ John B. Drenning Director September 17, 1999
John B. Drenning
/s/ Robert J. McKenna Director September 17, 1999
Robert J. McKenna
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INDEX TO EXHIBITS
Exhibit
5 - Opinion of Phillips, Lytle,
Hitchcock, Blaine & Huber LLP as to
the legality of the securities
registered.
23(a) - Consent of Ernst & Young LLP, Independent
Public Accountants
23(b) - Consent of Phillips, Lytle,
Hitchcock, Blaine & Huber LLP (included
in Exhibit 5).
24 - Power of Attorney (included under the
caption "SIGNATURES" in this Registration
Statement).
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EXHIBITS 5 AND 23(b)
OPINION OF PHILLIPS, LYTLE, HITCHCOCK,
BLAINE & HUBER LLP AS TO THE LEGALITY
OF THE SECURITIES REGISTERED
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September 17, 1999
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
Astronics Corporation (the "Company"), covering the registration
of 250,000 shares of Common Stock, $.01 par value ("Common
Stock") of 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.
Based upon such examination, we are of the opinion
that:
1. The Company has been duly organized and is a
validly existing corporation under the laws of the
State of New York.
2. The 250,000 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 Plan, 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 LLP
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EXHIBIT 23(a)
CONSENT OF ERNST & YOUNG LLP
INDEPENDENT PUBLIC ACCOUNTANTS
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Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-00000) pertaining to the registration
of 250,000 shares of Astronics Corporation common stock under the
Employee Stock Purchase Plan of our reports dated January 21,
1999, with respect to the consolidated financial statements of
Astronics Corporation incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1998 and the
related financial statement schedules included therein, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Buffalo, New York
September 17, 1999
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