<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON SEPTEMBER 11, 1996
REGISTRATION NO.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COMMANDER AIRCRAFT COMPANY
(Exact name of registrant as specified in its charter)
Virginia 62-1363505
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
7200 Northwest 63rd Street
Hangar Eight, Wiley Post Airport
Bethany, Oklahoma 73008
(Address of principal executive offices) (Zip Code)
Commander Aircraft Company 1993 Stock Option Plan
WIRT D. WALKER, III
Chairman
Commander Aircraft Company
7200 Northwest 63rd Street
Hangar Eight, Wiley Post Airport
Bethany, Oklahoma 73008
(Name and address of agent for service)
(405) 495-8080
(Telephone number, including area code, of agent for service)
Copies of Communications to:
PATRICK H. ALLEN, ESQ.
Freer & McGarry, P.C.
1000 Thomas Jefferson Street, N.W.
Suite 600
Washington, D.C. 20007
(202) 965-6565
<TABLE>
<CAPTION>
=====================================================================================================================
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to Proposed maximum Proposed maximum Amount of
to be registered be registered offering price per share (1) aggregate offering price registration fee (2)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.50 Per Share 500,000 Shares $3.375 $1,687,500.00 $581.90
=====================================================================================================================
</TABLE>
(1) Based upon the average bid and asked price of the Common Stock on
September 5, 1996.
<PAGE>
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
PROSPECTUS
COMMANDER AIRCRAFT COMPANY
1993 STOCK OPTION PLAN
----------------------
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.
----------------------
THIS DOCUMENT SHOULD BE RETAINED FOR FUTURE REFERENCE.
Prospectus September 11, 1996
<PAGE>
INTRODUCTION
This Prospectus (the "Prospectus") provides a brief description of the
Commander Aircraft Company 1993 Stock Option Plan (the "Plan") and your rights,
obligations, and benefits under the Plan. The description of the Plan set forth
in this Prospectus is qualified in its entirety by reference to the official
Plan text. The Plan text is available from the Plan Administrator (the
"Administrator") upon request. Because this document is only a summary, it does
not interpret, extend or change the provisions of the Plan in any way. The
provisions of the Plan may only be determined accurately by reading the actual
Plan document.
Commander Aircraft Company (the "Company") adopted the Plan to further
its long-term stability and financial success by providing stock incentives for
directors and key employees upon whose judgment and interest the Company is and
will be largely dependent for the successful conduct of its business. Under the
Plan, the Company may grant Incentive Awards in the form of options. The options
granted may be Incentive Stock Options or Nonstatutory Stock Options. It is
believed that such Incentive Awards will further the identification of
directors' and key employees' interests with those of the Company's
shareholders.
The Plan sets a maximum authorization of 800,000 shares of common
stock, par value $.50 per share ("Common Stock"), of the Company that may be
issued with respect to options granted under the Plan. The Plan was adopted by
the Board of Directors of the Company on December 20, 1993, and was approved by
the shareholders at the Company's 1994 Annual Shareholders Meeting. On June 7,
1996, the shareholders approved an amendment to the Plan that increased the
number of shares subject to the Plan to 800,000. The Company's Common Stock is
traded in the over the counter market, on the National Association of Securities
Dealer's Automated Quotations System (NASDAQ) Small Cap Market, symbol "CMDR."
On September 5, 1996, the average bid and asked price was $3.375.
The Company believes that the Plan is not presently subject to the
provisions of the Employee Retirement Security Act of 1974, as amended.
A copy of the Plan is on file at the Company's office and may be read
by you, your beneficiaries, or your legal representatives at any reasonable
time. If you have any questions regarding either the Plan or the Prospectus and
the actual provisions of the Plan, the Plan document will govern. This
Prospectus describes the provisions of the Plan in effect as of September 11,
1996.
PARTICIPATION IN THE PLAN
All present and future employees of the Company (or any Parent or
Subsidiary of the Company, whether now existing or hereinafter created or
acquired) whom the Committee determines to be key employees are eligible to
receive stock options under the Plan. The Company estimates that
Page 2
Commander Aircraft Company
1993 Stock Option Plan
Summary Plan and Description and Prospectus
<PAGE>
it has approximately 40 such employees (three of whom are officers). The Plan
also provides that both employee directors and Outside Directors are eligible
for automatic grants of Options.
Each person who is a duly elected or appointed Director on December
20, 1993 and each duly elected or appointed director on subsequent anniversaries
of such date shall automatically be granted an option to purchase 20,000 shares
of the Company's Common Stock, subject to the terms and conditions of the Plan.
Outside Directors who serve on the Committee shall not be eligible to receive
additional options under the Plan or any other stock plan of the Company, or any
Parent or Subsidiary, except as permitted by Rule 16b-3. Presently, each member
of the Board qualifies for the automatic grant of options under the Plan.
The grant of an Incentive Award shall not obligate the Company to pay
an employee any particular amount of remuneration, to continue the employment of
the employee after the grant, or to make further grants to the employee at any
time thereafter.
The Board from time to time may appoint members previously appointed
and may fill vacancies, however caused, in the Committee. Insofar as it is
necessary to satisfy the requirements of Section 16(b) of the Act, no member of
the Company or any Parent or Subsidiary of the Company that entitles
participants to acquire stock, stock options or stock appreciation rights of the
Company or any Parent or Subsidiary of the Company, and no person shall become a
member of the Committee if, within the preceding one-year period, the person
shall have been eligible to participate in such a plan (other than a "safe
harbor plan" permitted under Rule 16b-3).
AWARD OF STOCK OPTIONS
EMPLOYEES
Options to purchase shares of Common Stock granted to employees under
the Plan may be Incentive Stock Options or Nonstatutory Stock Options.
Incentive Stock Options qualify for favorable income tax treatment under Code
Section 422, while Nonstatutory Stock Options do not. The exercise price of
shares of Common Stock covered by an Incentive Stock Option may not be less than
100% (or, in the case of an Incentive Stock Option granted to a 10% shareholder,
110%) of the fair market value of the Common Stock on the date of the option
grant. The option price of Common Stock covered by a Nonstatutory Stock Option
granted to an employee may not be less than 85% of the fair market value of the
Common Stock on the date of the grant.
An Incentive Stock Option shall be exercisable in any calendar year
only to the extent that the aggregate fair market value (determined at the date
of grant) of the Common Stock with respect to which Incentive Stock Options are
exercisable for the first time during the calendar year does not exceed
$100,000.
Page 3
Commander Aircraft Company
1993 Stock Option Plan
Summary Plan and Description and Prospectus
<PAGE>
Options may be exercised in whole or in part at such times as may be
specified by the Committee in the Participant's stock option agreement; provided
that, the exercise provisions for Incentive Stock Options shall in all events
not be more liberal than the following provisions:
Except as may be provided in a Participant's agreement, no Incentive
Stock Option may be exercised after the first to occur of (i) ten years
(or, in the case of an Incentive Stock Option granted to a 10% Shareholder,
five years) from the date of grant, (ii) three months following the date of
the Participant's retirement or termination of employment with the Company
and his Parent and Subsidiary corporations for reasons other than
Disability or death, or (iii) one year following the date of the
Participant's termination of employment on account of Disability or death.
DIRECTORS
Each eligible Outside Director and employee director of the Company on
the effective date of the Plan, and subsequently on each anniversary of the
effective date of the Plan, automatically will receive an option to purchase
20,000 shares of Common Stock. Eligible directors may receive multiple annual
automatic grants of options pursuant to the terms of the Plan.
The terms and conditions that apply to each such automatic grant shall
be as follows: (a) the exercise price of shares of Common Stock covered by each
such Option shall be equal to the fair market value on the date of grant; (b)
the option by its term shall expire five years after the date of grant; (c) each
option shall be exercisable ratably over three years in increments of 33 1/3%
per year commencing on the first anniversary of the date of grant; (d) the
option may be exercised by one of the methods described in this Prospectus; and
(e) all other terms and conditions applicable to the holding and exercise of the
option shall conform to the Company's then current form of option agreement to
the extent not inconsistent with the terms of the Plan applicable to Incentive
Stock Options.
If at any time under the Plan there are not sufficient shares of
Common Stock available to fully permit the automatic option grants, the option
grant will be reduced pro rata (to zero if necessary) so as not to exceed the
number of shares available.
GENERAL
If a stock option is canceled, terminates or lapses unexercised, any
unissued shares allocable to such option may be subjected again to an option.
The Committee is expressly authorized to make an award to a Participant (other
than a non-employee director) conditioned upon the surrender for cancellation of
an existing stock option.
Adjustments will be made in the number of shares which may be issued
under the Plan in the event of a future stock dividend, stock split or similar
pro rata change in the number of outstanding
Page 4
Commander Aircraft Company
1993 Stock Option Plan
Summary Plan and Description and Prospectus
<PAGE>
shares of Common Stock or the future creation or issuance to shareholders
generally of rights, options or warrants for the purchase of Company Common
Stock or preferred stock.
METHOD OF EXERCISE OF OPTIONS
Options may be exercised by a Participant giving written notice of the
exercise to the Company, stating the number of shares the Participant has
elected to purchase under the Option. In the case of the purchase of shares
under an option, such notice shall be effective only if accompanied by the
exercise price in full in cash; provided that, if the terms of an Option so
permit, the Participant may deliver a properly executed exercise notice together
with irrevocable instructions to a broker to deliver promptly to the Company,
from the sale or loan proceeds with respect to the sale of Common Stock or a
loan secured by Common Stock, the amount necessary to pay the exercise price
and, if required by the Committee, applicable withholding taxes; provided,
--------
however, that no option may be exercised before the Plan is approved by the
shareholders of the Company.
The Company may place on any certificate representing Common Stock
issued upon the exercise of an option any legend deemed desirable by the
Company's legal counsel to comply with federal or state securities laws, and the
Company may require a customary written indication of the Participant's
investment intent.
Until the Participant has made any required payment, including any
applicable withholding taxes, and has had issued a certificate for the shares of
Common Stock acquired, he or she shall possess no shareholder rights with
respect to the shares.
Notwithstanding the foregoing, no option granted to an Insider may be
exercisable within the first six months after it is granted; provided that this
restriction will not apply if the Participant becomes Disabled or dies during
the six-month period.
TRANSFERABILITY OF STOCK OPTIONS
No option may be sold, transferred, pledged, or otherwise disposed of,
other than by will or by the laws of descent and distribution. All rights
granted to a Participant under the Plan shall be exercisable during his or her
lifetime only by such Participant, or the Participant's guardians or legal
representatives. Upon the death of a Participant, his or her personal
representative or beneficiary may exercise the Participant's rights under the
Plan.
Officers, directors and employees of the Company are prohibited from
trading in the Company's Common Stock while in possession of material nonpublic
information regarding the Company.
Page 5
Commander Aircraft Company
1993 Stock Option Plan
Summary Plan and Description and Prospectus
<PAGE>
The resale of the Common Stock received upon exercise of an option may
also be subject to certain further restrictions. Persons who are affiliates of
the Company will have to resell such shares pursuant to an effective
registration statement under the Securities Act of 1933 or an exemption thereto,
such as Rule 144 of the Securities and Exchange Commission. Nonaffiliates will
be able to resell shares received upon exercise of their options freely on the
open market. An "affiliate" includes any person who may directly, or indirectly
through one or more intermediaries, controls the Company.
The applicable requirements of the Rule 144 resale conditions are
summarized as follows: (i) that the Company has filed all required reports
under the Securities Exchange Act of 1934; (ii) that the number of shares sold
in any three-month period by or for the account of the seller not exceed certain
limitations set forth in Rule 144; (iii) that sales be conducted in broker's
transactions; and (iv) that a notice of sale be filed with the Securities and
Exchange Commission in accordance with Rule 144.
AMENDMENT AND TERMINATION OF THE PLAN AND STOCK OPTIONS
The Board may terminate the Plan or may amend the Plan in such
respects as it shall deem advisable; provided that, if and to the extent
required by the Code or Rule 16b-3, no change shall be made that materially
increases the total number of shares of Common Stock reserved for issuance
pursuant to Incentive Awards granted under the Plan (except pursuant to Section
12), materially modifies the requirements as to eligibility for participation in
the Plan, or materially increases the benefits accruing to Participants under
the Plan, unless such change is authorized by the shareholders of the Company.
Notwithstanding the foregoing, the Board may unilaterally amend the Plan and
Incentive Awards as it deems appropriate to ensure compliance with Rule 16b-3
and to cause Incentive Stock Options to meet the requirements of the Code and
regulations thereunder. Except as provided in the preceding sentence, a
termination or amendment of the Plan shall not, without the consent of the
Participant, adversely affect a Participant's rights under an Incentive Award
previously granted to him or her. Notwithstanding the foregoing, the provisions
of the Plan pertaining to the automatic grants of options to directors shall not
be amended more than once every six months other than an amendment required to
comply with applicable law.
If not sooner terminated by the Board, this Plan shall terminate at
the close of business on December 19, 2003. No Incentive Awards shall be made
under the Plan after its termination.
FEDERAL INCOME TAX CONSEQUENCES
An employee or director will not incur federal income tax when he or
she is granted a stock option.
Upon exercise of a Nonstatutory Stock Option, an employee or director
generally will recognize ordinary income (which in the case of an employee is
subject to income tax withholding by the Company) equal to the difference
between the fair market value of the Common Stock on the date
Page 6
Commander Aircraft Company
1993 Stock Option Plan
Summary Plan and Description and Prospectus
<PAGE>
of the exercise and the option price. When an employee exercises an Incentive
Stock Option, he generally will not recognize income, unless he is subject to
the alternative minimum tax. Outside Directors are not granted Incentive Stock
Options under the Plan.
The Company usually will be entitled to a business expense deduction
at the time and in the amount that the recipient of an incentive award
recognizes ordinary compensation income in connection therewith. As stated
above, this usually occurs upon exercise of Nonstatutory Stock Options or the
sale or other impermissible disposition of an Incentive Stock Option before the
applicable holding period has expired. Generally, the Company's deduction is
contingent upon the Company's meeting withholding tax requirements as to
employees; however, the Code generally imposes a $1 million limitation on the
amount of the annual compensation deduction allowable to a publicly-held company
in respect of its chief executive officer and its other four most highly paid
officers. An exception is provided for certain performance-based compensation
if certain shareholder approval and outside director requirements are satisfied.
Because of certain interpretational issues under the statutory provisions, and
in the absence of Internal Revenue Service regulations, there can be no
assurance that any of the options granted under the Plan will qualify for this
exception. No deduction is allowed in connection with an Incentive Stock
Option, unless the employee disposes of Common Stock received upon exercise in
violation of the holding period requirements.
This summary of federal income tax consequences of Nonstatutory Stock
Options and Incentive Stock Options does not purport to be complete. There may
also be state and local income taxes applicable to these transactions. Holders
of stock options should consult their own advisors with respect to the
application of the laws to them and to understand other tax consequences of the
awards including possible income deferral for Insiders, alternative minimum tax
rules, taxes on parachute payments and the tax consequences of the sale of
shares acquired under the Plan.
DEFINITIONS
"Act" means the Securities Exchange Act of 1934, as amended.
"Code" means the Internal Revenue Code of 1986, as amended.
"Common Stock" means common stock, $.50 par value, of the Company. If
the par value of the Common Stock is changed, or in the event of a change in the
capital structure of the Company, the shares resulting from such a change shall
be deemed to be Common Stock within the meaning of the Plan.
"Date of grant" means the date on which an Incentive Award is granted
by the Committee or the date on which an Option is automatically granted to a
Director.
Page 7
Commander Aircraft Company
1993 Stock Option Plan
Summary Plan and Description and Prospectus
<PAGE>
"Disability" or "Disabled" means, as to an Incentive Stock Option, a
Disability within the meaning of Code section 22(e)(3). As to all other
Incentive Awards, the Committee shall determine whether a Disability exists and
such determination shall be conclusive.
"Fair market value" means as of the Date of Grant (or, if there were
no trades on the Date of Grant, the last preceding day on which the Common Stock
was traded) (i) if the Common Stock is traded on an exchange the average of the
highest and lowest registered sales prices of the Common Stock at which it is
traded on such day on the exchange on which it generally has the greatest
trading volume or (ii) if the Common Stock is traded on the over-the-counter
market, the average between the lowest bid and highest asked prices as reported
by NASDAQ.
"Incentive Award" means the award of an Option, which may be either an
Incentive Stock Option or Nonstatutory Stock Option, under the Plan.
"Incentive Stock Option" means an Option intended to meet the
requirements of, and qualify for favorable federal income tax treatment under,
Code section 422.
"Insider" means a person subject to Section 16(b) of the Act.
"Nonstatutory Stock Option" means an Option that does not meet the
requirements of Code section 422, or, even if meeting the requirements of Code
section 422, is not intended to be an Incentive Stock Option and is so
designated.
"Option" means a right to purchase Common Stock granted under the
Plan, at a price determined in accordance with the Plan.
"Outside Director" means each member of the Board who is not an
Employee or an officer of the Company or any Affiliate.
"Participant" means any employee who receives an Incentive Award under
the Plan.
"10% Shareholder" means a person who owns, directly or indirectly,
stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company (or any Parent or Subsidiary of the Company). Indirect
ownership of stock shall be determined in accordance with Code section 424(d).
Page 8
Commander Aircraft Company
1993 Stock Option Plan
Summary Plan and Description and Prospectus
<PAGE>
PLAN ADMINISTRATION
The Administrator maintains Plan records and is responsible for its
overall administration. The Administrator will also answer any questions you
may have about the Plan. The address and business telephone number of the
Administrator are as follows:
Commander Aircraft Company
7200 Northwest 63rd Street
Hangar Eight
Wiley Post Airport
Bethany, Oklahoma 73008
Attn: Stephen R. Buren
(405) 495-8080
The Plan will be administered by a Committee consisting of at least two
members of the Board of Directors, who shall be appointed by the Board of
Directors of the Company. The directors who serve on the Committee are not
eligible for discretionary grants of options under the Plan or any similar plan
of the Company.
The Plan is administered by directors of the Company who have been
appointed to the Compensation and Nominations Committee of the Board of
Directors. The members of the Committee are appointed annually by the Board of
Directors and may be removed by the Board of Directors at any time. Members of
the Committee are entitled to indemnification and reimbursement as directors of
the Company pursuant to the Company's Articles of Incorporation and Bylaws.
The Committee has the power and complete discretion to determine when to
grant stock options, which eligible employees will receive stock options, and
the number of shares to be allocated to each stock option. The Committee may
impose conditions on the exercise of options and may impose such other
restrictions and requirements as it may deem appropriate, including reserving
the right for the Company to reacquire shares issued pursuant to a stock option.
The Committee does not have the power to grant options to directors who are not
employees.
The current members of the Committee are Wirt D. Walker, III and Mishal
Y.S. Al Sabah. The Committee is responsible for interpreting the Plan and
determining all questions arising in the administration of the Plan. Any
interpretation or determination by the Committee is final, binding and
conclusive on all persons.
Page 9
Commander Aircraft Company
1993 Stock Option Plan
Summary Plan and Description and Prospectus
<PAGE>
AVAILABLE INFORMATION
The Company will make available, without charge, upon written or oral
request, and hereby incorporates by reference, the following documents filed
with the Securities and Exchange Commission:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 together with the report of independent public
accountants contained therein which was modified for the uncertainty regarding
the Company's ability to continue as a going concern.
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Act since the end of the fiscal year covered by the
financial statements contained in the annual report referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on April 15, 1993 under
Section 12 of the Act.
(d) From the date of filing of such documents, all documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the 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.
The Company will also make available, without charge, upon written or oral
request, other documents required to be delivered to employees pursuant to Rule
428(b) of the Securities and Exchange Commission. Requests for any of the
foregoing materials should be directed to the Administrator at the address or
telephone number listed above.
Page 10
Commander Aircraft Company
1993 Stock Option Plan
Summary Plan and Description and Prospectus
<PAGE>
STATEMENT OF INCORPORATION BY REFERENCE
The contents of Registration Statement No. 33-78062 on Form S-8 of
Commander Aircraft Company filed on April 22, 1994 are hereby incorporated by
reference, except as provided below.
The number of shares of Common Stock subject to the Commander Aircraft
Company 1993 Stock Option Plain is increased from 300,000 shares to 800,000
shares.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
Commander Aircraft Company (the "Registrant") hereby incorporates by
reference the following documents filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933 and the
Securities Exchange Act of 1934 (the "Exchange Act"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the financial statements contained in the Prospectus referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on April 15, 1993 under
Section 12 of the Exchange Act.
All documents subsequently filed by the Registrant pursuant to
Sections 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 this Registration Statement and to be part
hereof from the date of filing of such documents. Each document or report
incorporated into this Registration Statement by reference shall be deemed to be
a part of this Registration Statement from the date of filing of such document
with the commission until the information contained therein is superseded or
updated by a subsequently filed document which is incorporated by reference into
this Registration Statement.
ITEM 8. EXHIBITS.
5.1 Opinion of Freer & McGarry as to legality of securities being
registered.
23.1 Consent of Freer & McGarry is contained within the opinion of
counsel attached as Exhibit 5.1.
23.2 Consent of Grant Thornton L.L.P.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Commander
Aircraft 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 Washington, D.C. on the 11th day of September, 1996.
-------
COMMANDER AIRCRAFT COMPANY
By: /s/ Wirt D. Walker,III
-----------------------
Wirt D. Walker, III
Chairman
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Wirt D. Walker, III and Stephen R. Buren,
or either of them, his attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in any and all capacities, to sign,
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 such attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary with such matters and hereby ratifying and confirming
all that such attorney-in-fact and agent or his substitute or substitutes may 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.
PRINCIPAL EXECUTIVE OFFICER:
/s/ N. Gene Criss President & CEO September 11, 1996
- --------------------------------
N. Gene Criss
PRINCIPAL FINANCIAL OFFICER AND ACCOUNTING OFFICER:
/s/ Stephen R. Buren Chief Financial September 11, 1996
- -------------------------------- Officer
Stephen R. Buren
DIRECTORS:
/s/ Wirt D. Walker, III Director September 11, 1996
- --------------------------------
Wirt D. Walker, III
/s/ Mishal Yousef Saud Al Sabah Director September 11, 1996
- --------------------------------
Mishal Yousef Saud Al Sabah
/s/ N. Gene Criss Director September 11, 1996
- --------------------------------
N. Gene Criss
S-1
<PAGE>
EXHIBIT INDEX
Sequentially
Numbered Page
-------------
5.1 Opinion of Freer & McGarry as to legality
of securities being registered.
23.1 Consent of Freer & McGarry is contained
within the opinion of counsel attached
as Exhibit 5.1.
23.2 Consent of Grant Thornton L.L.P.
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF FREER & MCGARRY APPEARS HERE]
AUGUST 26, 1996
The Board of Directors
Commander Aircraft Company
7200 Nowthwest 63rd Street
Hanger Eight, Wiley Post Airport
Bethany, Oklahoma 73008
Gentlemen:
We have represented Commander Aircraft Company (the "Company") in
connection with the amendment of the Company's 1993 Stock Option Plan (the
"Plan"), the issuance of options under the Plan (the "Options") and the issuance
of shares of the Company's Common Stock upon the exercise of the Options.
In connection with giving this opinion, we have reviewed the records of the
Company's actions in connection with the adoption of the Plan and the amendment
to the Plan, the Plan and the form of the stock option agreements issued under
the Plan and such other matters that we have considered necessary to render
this opinion.
Based upon the foregoing, we are of the opinion that the shares of the
Company's Common Stock when issued upon the exercise of the Options will be
legally issued, fully paid and non-assessable.
We consent to the inclusion of this opinion as an exhibit to the
registration statement relating to the Plan and to the reference to us in the
registration statement.
Sincerely yours,
FREER & McGARRY, P.C.
By /s/ PATRICK H. ALLEN
-----------------------
Patrick H. Allen
/PHA
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
We have issued our report dated February 15, 1996 accompanying the financial
statements and schedules of Commander Aircraft Company included in the Annual
Report on Form 10-K for the year ended December 31, 1995 which are incorporated
by reference in the Registration Statement on Form S-8. We consent to the
incorporation by reference in the Registration Statement of the aforementioned
report.
/s/ GRANT THORNTON LLP
GRANT THORNTON LLP
Oklahoma City, Oklahoma
September 6, 1996
