As filed with the Securities and Exchange Commission on April
25,1996 Registration No. 33-______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
AVIATION EDUCATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE11-2809189
(State of Incorporation)(I.R.S. Employer Identification No.)
633 East Vine Street
Murfreesboro, Tennessee 37130-4381
(Address of principal executive offices)
AVIATION EDUCATION SYSTEMS, INC. NON-QUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
CINDY L. ROLLINS
Chief Financial Officer
Aviation Education Systems, Inc.
633 East Vine Street
Murfreesboro, Tennessee 37130-4381
(615) 895-0747
(Name, address and telephone number of agent for service)
(with copies to:)
LINDA M. CROUCH
Baker, Donelson, Bearman & Caldwell
165 Madison Avenue, 2000 First Tennessee Building
Memphis, Tennessee 38103
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered Amount to be Registered
Proposed Maximum Offering Price Per Share(1) Proposed Maximum
Aggregate Offering Price(1) Amount of Registration Fee(1)
Common Stock 2,500,000 shares $.06 $150,000 $100
(1) Pursuant to Rule 457(h)(1) under the Securities Act of
1933.
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
1. The Registrant's Annual Report on Form 10-KSB for the year
ended June 30, 1995.
2. The Registrant's Quarterly Report on Form 10-QSB for the
quarter ended December 31, 1995.
3. The description of the Registrant's Common Stock contained
in its Registration Statement on Form 8-A, as amended, effective
with the Commission in October 1987.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 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 herein and to be a part thereof from
the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
No response is required to this item.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
No response is required to this item.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is incorporated under the laws of the State of
Delaware. Section 145 of the General Corporation Law of the
State of Delaware ("Section 145") provides that a Delaware
corporation may indemnify any person who is, or is threatened to
be made, a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an
officer, director, employee or agent of such corporation, or is
or was serving at the request of such corporation as a director,
officer, employee or agent of another corporation or enterprise.
The indemnity may include expenses (including attorneys, fees),
judgments, fines and amount paid in settlement actually and
reasonably incurred by such person in connection with such
action, suit or proceeding, provided such person acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe that his conduct was illegal. A Delaware corporation
may indemnify any person who is, or is threatened to be made, a
party to any threatened, pending or completed action or suit by
or in the right of the corporation by reason of the fact that
such person was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses
(including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such
action or suit, provided such person acted in good faith and in
a manner he reasonably believed to be in or not opposed to the
corporation's best interests except that no indemnification is
permitted without judicial approval if the officer or director
is adjudged to be liable to the corporation. Where an officer
or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation
must indemnify him against the expenses which such officer or
director has actually and reasonably incurred.
The Company's Certificate of Incorporation provides for the
indemnification of directors and officers of the Company to the
fullest extent permitted by Section 145.
In that regard, the Certificate of Incorporation provides that
the Company shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is
or was a director or officer of such corporation, or is or was
serving at the request of such corporation as a director,
officer or member of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed
to the best interests of such corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Indemnification in connection
with an action or suit by or in the right of such corporation to
procure a judgment in its favor is limited to payment of
settlement of such an action or suit except that no such
indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his
duty to the indemnifying corporation unless and only to the
extent that the Court of Chancery of Delaware or the court in
which such action or suit was brought shall determine that,
despite the adjudication of liability but in consideration of
all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the
court shall deem proper.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
No response is required to this item.
Item 8. EXHIBITS
Exhibit Number Description
5 Opinion and Consent of Baker, Donelson, Bearman & Caldwell
10.1 Aviation Education Systems, Inc. Non-qualified Stock Option
Plan
24.1 Consent of Baker, Donelson, Bearman & Caldwell (contained
in Exhibit 5)
24.2 Consent of Dempsey, Wilson & Co., P.C.
25 Power of Attorney (Included on signature page)
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 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.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933 (the "1933 Act"), each such
posteffective 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.
(b) The undersigned registrant hereby undertakes that, for the
purposes of determining any liability under the 1933 Act, each
filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the 1934 Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the 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 the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the 1933 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
1933 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 1933 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 Murfreesboro, State of Tennessee, on the 25th day of
April, 1996.
AVIATION EDUCATION SYSTEMS, INC.
By:
Thomas N. Eisenman, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Thomas N.
Eisenman and Cindy L. Rollins and each of them, with full power
to act without the other, 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 any and all 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
fully to all intents and purposes as he might or could do in
person thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his
substitutes or 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 date indicated.
Name Title Date
Thomas N. Eisenman
President and Director (Principal Executive April 25, 1996
Cindy L. Rollins
Chief Financial and Director (Principal
Financial and Accounting Officer) April 25, 1996
Hans R. Buser
Director April 25, 1996
Peter Joss
Director April 25, 1996
Martin Oester
Director April 25, 1996
EXHIBIT 5
OPINION AND CONSENT OF BAKER, DONELSON, BEARMAN & CALDWELL
April 25, 1996
Aviation Education Systems, Inc.
633 East Vine Street
Murfreesboro, Tennessee 37130-4381
RE: Non-qualified Stock Option Plan
Gentlemen:
We have acted as securities counsel for Aviation Education
Systems, Inc., a Delaware corporation (the "Company"), in
connection with the Company's Registration Statement on Form S-8
(the "Registration Statement"), pursuant to the Securities Act
of 1933, as amended, relating to the Company's Non-qualified
Stock Option Plan (the "Plan"). This opinion is being furnished
in response to Item 601 of Regulation S-K and the instructions
to Form S-8.
We are familiar with the proceedings to date with respect to
the proposed offering and have examined such records, documents
and matters of law and satisfied ourselves as to such matters of
fact as we have considered relevant for purposes of this opinion.
On the basis of the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and existing
under the laws of the State of Delaware.
2. The Plan has been duly and validly authorized and adopted,
and the shares of Common Stock of the Company (the "Shares")
that may be issued and sold from time to time in accordance with
the Plan have been duly authorized for issuance and will, when
issued, sold and paid for in accordance with the Plan, be
validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the federal laws of the
United States and the laws of the State of Delaware, and we are
expressing no opinion as to the effect of the laws of any other
jurisdiction.
In rendering the foregoing opinion, we have relied to the
extent we deem such reliance appropriate as to certain matters
on statements, representations and other information obtained
from public officials, officers of the Company and other sources
believed by us to be responsible.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement, and to the reference to us in the
Prospectus that is a part of the Registration Statement. In
giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of
the Act.
Very truly yours,
BAKER, DONELSON, BEARMAN & CALDWELL,
a Professional Corporation
EXHIBIT 10.1
AVIATION EDUCATION SYSTEMS, INC. NON-QUALIFIED STOCK OPTION PLAN
1. Purpose.
The purpose of the AVIATION EDUCATION SYSTEMS, INC.
NON-QUALIFIED STOCK OPTION PLAN (the "Plan") is to further the
earnings of AVIATION EDUCATION SYSTEMS, INC., a Delaware
corporation, and its subsidiaries (collectively, the "Company")
by assisting the Company in attracting, retaining and motivating
management employees and directors of high caliber and
potential. The Plan provides for the award of long-term
incentives to those officers, other key executives and directors
who make substantial contributions to the Company by their
loyalty, industry and invention.
2. Administration.
The Plan shall be administered by a committee (the "Committee")
selected by the Board of Directors of the Company (the "Board of
Directors") consisting of three or more members of the Board of
Directors. Each Committee member shall be ineligible, and shall
have been ineligible for the one-year period prior to
appointment thereto, for selection as a person to whom stock
options may be granted pursuant to this Plan or any other
similar plan of the Company or any affiliate of the Company, and
shall be a "disinterested person" within the meaning of rule
16b-3 under the Securities and Exchange Act of 1934, as amended
from time to time (the "1934 Act") (or any successor rule of
similar import). Without limiting the foregoing, the Committee
shall have full and final authority in its discretion to
interpret the provisions of the Plan and to decide all questions
of fact arising in its application. Subject to the provisions
hereof, the Committee shall have full and final authority in its
discretion to determine (i) the employees and directors to whom
awards shall be made under the Plan; (ii) the type of awards to
be made, (iii) the amount, size and terms and conditions of each
such award; (iv) the time when awards shall be granted; (v) the
provisions of each agreement evidencing an award; and (vi) all
other matters necessary or advisable for the administration of
the Plan.
3. Stock Subject to the Plan.
The Company may grant awards under the Plan with respect to not
more than a total of 5,000,000 shares of common stock of the
Company (the "Shares") (subject, however, to adjustment as
provided in paragraphs 16 and 18, below). Such Shares may be
authorized and unissued Shares or treasury Shares. Except as
otherwise provided herein, any Shares subject to an option which
for any reason is surrendered before exercise or expires or is
terminated unexercised as to such Shares shall again be
available for the granting of awards under the Plan.
4. Eligibility to Receive Awards.
Persons eligible to receive awards under the Plan shall be
limited to those officers, other key executive employees and
directors of the Company who are in positions in which their
decisions, actions and counsel have a significant impact upon
the profitability and success of the Company.
5. Form of Awards.
Awards may be made from time to time by the Committee in the
form of stock options to purchase Shares. Stock options awarded
under this Plan shall be non-qualified stock options which are
not intended to qualify as incentive stock options within the
meaning of Section 422(b) of the Internal Revenue Code of 1986,
as amended (the "Code").
6. Stock Options.
Stock options for the purchase of Shares shall be evidenced by
written agreements in a form not inconsistent with the Plan that
the Committee shall approve from time to time, and contain terms
and conditions applicable to the options, including in substance
the following:
a. Type of Option. Each option agreement shall (i) identify
the options represented thereby as Non-qualified Stock Options
and (ii) set forth the number of Shares subject to the options.
b. Option Price. The option exercise price per share to be
paid by the optionee to the Company shall not be less than par
value.
c. Exercise Term. The period or periods of time within which
the option may be exercised, in whole or in part, subject to
terms and conditions prescribed by the Committee. The
Committee, in its discretion, may provide in the option
agreement circumstances under which all or part of the option
shall become immediately exercisable, in whole or in part,
including acceleration of the exercise of any option, in whole
or in part, at any time. Provided, that absent such a provision
in this Plan or in the option agreement for acceleration of the
exercise of an option, no such option my be exercised until the
fourth anniversary of the date of its grant. However, no
Non-qualified Stock Option shall be exercisable after ten (10)
years from its date of grant.
d. Payment for Shares. The purchase price of the Shares with
respect to which an option is exercised shall be payable in full
at the time of exercise in cash, Shares at fair market value, or
a combination thereof, as the Committee
may determine and subject to such terms and conditions as may be
prescribed by the Committee for such purpose. If the purchase
price is paid by tendering Shares, the Committee in its
discretion, may grant the optionee a new stock option for the
number of Shares used to pay the purchase Price.
e. Rights Upon Termination of Employment.
(i) In the event that an optionee ceases to be an employee
or director of the Company for any cause other than Retirement
(as defined below), death or Disability (as defined below), the
optionee's right to exercise the option shall expire immediately
upon the optionee's termination of employment.
(ii) Certain terms are defined here as follows:
(1) "Retirement" means retirement from active employment with
the Company on or after age 65, or such earlier age with the
express written consent for purposes of the Plan of the Company
at or before the time of such retirement, and the term "Retires"
has the corresponding meaning.
(2) "Disability" means a condition that, in the judgment of
the Committee, has rendered a grantee completely and presumably
permanently unable to perform any and every duty of his regular
occupation, and the term "Disabled" has the corresponding
meaning).
(3) "Beneficiary" means the person or persons designated in
writing by the grantee as his Beneficiary with respect to an
award under the Plan; or, in the absence of an effective
designation or if the designated person or persons predecease
the grantee, the grantee's Beneficiary shall be the person or
persons who acquire by bequest or inheritance the grantee's
rights in respect of an award). In order to be effective, a
grantee's designation of a Beneficiary must be on file with the
Committee before the grantee's death, but any such designation
may be revoked and a new designation substituted there for at
any time before the grantee's death.
(iii) In the event that an optionee Retires, dies or becomes
Disabled prior to the expiration of his option and without
having fully exercised his option, the optionee or his
Beneficiary shall have the right to exercise the option during
its term within a period of (i) one year after termination of
employment due to death or Disability, or (ii) one year after
death if death occurs either within one year after termination
of employment due to Disability or within three months after
termination of employment for other reasons (to the extent that
the option was exercisable at the time of death or termination),
or (iii) three months after termination of employment due to
Retirement, or within such other period, and subject to such
terms and conditions, as may be specified by the Committee.
f. Nontransferability. Options granted under the Plan shall
not be sold, assigned, transferred, exchanged, pledged,
hypothecated, or otherwise encumbered, other than by will or by
the laws of descent and distribution. During the lifetime of the
optionee the option is exercisable only by the optionee.
7. General Restrictions.
Each award under the Plan shall be subject to the requirement
that if at any time the Company shall determine that (i) the
listing, registration or qualification of the Shares subject or
related thereto upon any securities exchange or under any state
or federal law, or (ii) the consent or approval of any
regulatory body, or (iii) an agreement by the recipient of an
award with respect to the disposition of Shares, or (iv) the
satisfaction of withholding tax or other withholding liabilities
is necessary or desirable as a condition of or in connection
with the granting of such award or the issuance or purchase of
Shares thereunder, such award shall not be consummated in whole
or in part unless such listing, registration, qualification,
consent, approval, agreement, or withholding shall have been
effected or obtained free of any conditions not acceptable to
the Company. Each award under the Plan shall also be subject to
the review of legal counsel concerning the effect of such an
award upon the availability of net operating loss carry forwards
of the Company and no option shall be granted pursuant to such
an award without the opinion of such legal counsel that there
will be no negative effect on such availability. Any such
restriction affecting an award shall not extend the time within
which the award may be exercised; and neither the Company nor
its directors or officers nor the Committee shall have any
obligation or liability to the grantee or to a Beneficiary with
respect to any Shares with respect to which an award shall lapse
or with respect to which the grant, issuance or purchase of
Shares shall not be effected, because of any such restriction.
8. Single or Multiple Agreements.
Multiple awards, multiple forms of awards, or combinations
thereof may be evidenced by a single agreement or multiple
agreements, as determined by the Committee.
9. Rights of the Shareholder.
The recipient of any award under the Plan, shall have no rights
as a shareholder with respect thereto unless and until
certificates for Shares are issued to him, and the issuance of
Shares shall confer no retroactive right to dividends.
10. Rights to Terminate Employment.
Nothing in the Plan or in any agreement entered into pursuant to
the Plan shall confer upon any person the right to continue in
the employment of the Company or affect any right which the
Company may have to terminate the employment of such person.
11. Withholding.
Prior to the issuance or transfer of Shares under the Plan, the
recipient shall remit to the Company an amount sufficient to
satisfy any federal, state or local withholding tax
requirements. The recipient may satisfy the withholding
requirement in whole or in part by electing to have the Company
withhold Shares having a value equal to the amount required to
be withheld. The value of the Shares to be withheld shall be the
fair market value, as determined by the Committee, of the stock
on the date that the amount of tax to be withheld is determined
(the "Tax Date"). Such election must be made prior to the Tax
Date, must comply with all applicable securities law and other
legal requirements, as interpreted by the Committee, and may not
be made unless approved by the Committee, in its discretion.
12. Non-Assignability.
No award under the Plan shall be sold, assigned, transferred,
exchanged, pledged, hypothecated, or otherwise encumbered, other
than by will or by the laws of descent and distribution, or by
such other means as the Committee may approve. Except as
otherwise provided herein, during the life of the recipient,
such award shall be exercisable only by such person or by such
person's guardian or legal representative.
13. Non-Uniform Determinations.
The Committee's determinations under the Plan (including without
limitation determinations of the persons to receive awards, the
form, amount and timing of such awards, the terms and provisions
of such awards and the agreements evidencing same) need not be
uniform and may be made selectively among persons who receive,
or are eligible to receive, awards under the Plan, whether or
not such persons are similarly situated.
14. Change In Control Provisions.
a. In the event of (1) a Change in Control (as defined) or (2)
a Potential Change in Control (as defined), but only if and to
the extent so determined by the Committee or the Board of
Directors at or after grant (subject to any right of approval
expressly reserved by the Committee or the Board of Directors at
the time of such determination), any stock options awarded under
the Plan not previously exercisable shall become fully
exercisable and vested.
b. As used herein, the term "Change in Control" means the
happening of any of the following: the sale of substantially
all of the property or stock of the Company to another
corporation, or the reorganization, merger or consolidation with
one or more corporations as a result of which the Company is not
the surviving corporation.
c. As used herein, the term "Potential Change in Control" means
the approval by stockholders of an agreement by the Company, the
consummation of which would result in a Change in Control of the
Company.
15. Non-Competition Provision.
Unless the award agreement relating to a stock option specifies
otherwise, a grantee shall forfeit all unexercised, unearned
and/or unpaid awards, including, but not by way of limitation,
awards earned but not yet paid, if, (i) in the opinion of the
Committee, the grantee without the written consent of the
Company, engages directly or indirectly in any manner or
capacity as principal, agent, partner, officer, director,
employee or otherwise, in any business or activity competitive
with the business conducted by the Company or any of its
subsidiaries; or (ii) the grantee performs any act or engages in
any activity which in the opinion of the Chief Executive Officer
of the Company is not in the best interests of the company.
16. Adjustments.
In the event of any change in the outstanding common stock of
the Company, by reason of a stock dividend or distribution,
recapitalization, merger, consolidation, reorganization,
split-up, combination, exchange of Shares or the like, the Board
of Directors, in its discretion, may adjust proportionately the
number of Shares which may be issued under the Plan, the number
of Shares subject to outstanding awards, and the option exercise
price of each outstanding option, and may make such other
changes in outstanding options, as it deems equitable in its
absolute discretion to prevent dilution or enlargement of the
rights of grantees, provided that any fractional Shares
resulting from such adjustments shall be eliminated.
17. Amendment.
The Board of Directors may terminate, amend, modify or suspend
the Plan at any time, except that the Board shall not, without
the authorization of the holders of a majority of Company's
outstanding Shares, increase the maximum number of Shares which
may be issued under the Plan (other than increases pursuant to
paragraph 16 hereof), extend the last date on which awards may
be granted under the Plan, extend the date on which the Plan
expires, change the class of persons eligible to receive awards,
or change the minimum option price. No termination,
modification, amendment or suspension of the Plan shall
adversely affect the rights of any grantee or Beneficiary under
an award previously granted, unless the grantee or Beneficiary
shall consent; but it shall be conclusively presumed that any
adjustment pursuant to paragraph 16 hereof does not adversely
affect any such right.
18. Effect on Other Plans.
Participation in this Plan shall not affect a grantee's
eligibility to participate in any other benefit or incentive
plan of the Company. Any awards made pursuant to this Plan shall
not be used in determining the benefits provided under any other
plan of the Company unless specifically provided therein.
Provided, that the maximum number of shares that may be subject
to award under this Plan and the Aviation Education Systems,
Inc. Incentive Stock Option Plan, collectively, shall not exceed
5,000,000 shares.
19. Effective Date and Duration of the Plan.
The Plan shall become effective when adopted by the Board of
Directors. Unless it is sooner terminated in accordance with
paragraph 18 hereof, the Plan shall remain in effect until all
awards under the Plan have been satisfied by the issuance of
Shares or have expired or otherwise terminated, but no award
shall be granted more than ten (10) years after the date the
Plan is adopted by the Board of Directors.
20. Unfunded Plan.
The Plan shall be unfunded. Neither the Company nor any
affiliate shall be (i) required to segregate any assets reported
by or (ii) deemed to be a trustee of any amounts to be paid
under any stock option. Any liability of the Company or any
affiliate to pay any grantee or Beneficiary with respect to an
option shall be based solely upon written contractual
obligations created pursuant to specific provisions of the Plan.
No such obligations will be deemed to be secured by a pledge or
encumbrance on any property of the Company or an affiliate.
21. Governing Law.
The Plan shall be construed and its provisions enforced and
administered in accordance with the laws of the State of
Delaware except to the extent that such laws may be superseded
by any federal law.
IN WITNESS WHEREOF, the authorized officer of the Company has
executed this Plan on this 25th day of August,1994, pursuant to the
authorization of the Board of Directors.
AVIATION EDUCATION SYSTEMS, INC.
By:Robert W. Lynch, Jr.
Title: President
EXHIBIT 24.2
CONSENT OF DEMPSEY, WILSON & CO., P.C.
Accountants' Consent
We consent to incorporation by reference in the Registration
Statement on Form S-8 for the Aviation Education Systems, Inc.
Non-qualified Stock Option Plan of our report dated August 11,
1995, on our audit of the consolidated balance sheets of Aviation
Education Systems, Inc. and subsidiaries as of June 30, 1995 and
1994, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the years then ended.
Dempsey, Wilson & Co., P.C.
Murfreesboro, Tennessee
April 25, 1996
