As filed with the Securities and Exchange Commission on October 11, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INTERNATIONAL AIRLINE SUPPORT GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 59-2223025
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8095 N.W. 64th Street
Miami, Florida 33166
(Address, including zip code, of registrant's principal executive offices)
1996 LONG TERM INCENTIVE AND SHARE AWARD PLAN
(Full title of plan)
Philip A. Theodore
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303-1763
(404) 572-4803
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
George Murnane III
Chief Financial Officer
International Airline Support Group, Inc.
8095 N.W. 64th Street
Miami, Florida 33166
(305) 593-2658
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Common Stock, par value $.001 per share...
Amount to be Registered
598,782
Proposed Maximum Offering Price Per Share(1)
$3.00
Proposed Maximum Aggregate Offering Price(1)
$1,796,346
Amount of Registration Fee
$544.35
(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) on the basis of the exercise price of the options
issued pursuant to the 1996 Long Term Incentive and Share Award Plan under
which the Securities are offered.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously filed by the Registrant with the Securities
and Exchange Commission are incorporated by reference in this Registration
Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
May 31, 1996, as amended;
(b) All reports filed by the Registrant pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
May 31, 1996;
(c) The description of the Registrant's common stock, par value $.001 per
share ("Common Stock"), contained in the Registration Statement on Form 8-A/A
dated October 10, 1996.
All documents filed by the Registrant subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereunder
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 a part of this Registration Statement from the date of filing of such
documents.
Item 4. Inapplicable.
Item 5. Inapplicable.
Item 6. Indemnification of Directors and Officers.
The following summary is qualified in its entirety by reference to the complete
text of the Delaware General Corporation Law, Amended and Restated Certificate
of Incorporation, as amended, and Amended and Restated Bylaws.
The Registrant's Amended and Restated Bylaws provide that each person who was
or is made a party to, is threatened to be made a party to or is otherwise
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he, or a person for
whom he is the legal representative, is or was a director, officer, employee or
agent of the Registrant (or is or was serving at the request of the Registrant
as a director, officer, employee or agent of another entity), will be
indemnified and held harmless by the Registrant to the fullest extent permitted
by the Delaware General Corporation Law as it currently exists or is later
amended.
Under Section 145 of the Delaware General Corporation Law, a corporation may
indemnify a director, officer, employee or agent of the corporation (or other
entity if such person is serving in such capacity at the corporation's request)
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. In
the case of an action brought by or in the right of the corporation, the
corporation may indemnify a director, officer, employee or agent of the
corporation (or other entity if such person is serving in such capacity at the
corporation's request) against expenses (including attorneys' fees) actually
and reasonably incurred by him if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless a court determines that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnification for such
expenses as the court shall deem proper.
Expenses (including attorneys' fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the corporation.
Article VIII of the Registrant's Amended and Restated Certificate of
Incorporation, as amended, provides that a director of the Registrant shall not
be personally liable to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for any acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law or (iv)for any transaction in which the
director derived an improper personal benefit.
Item 7. Inapplicable.
Item 8. Exhibits.
Exhibit Description
4.1 Amended and Restated Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's 10-K/A for the
fiscal year ended May 31, 1996 filed on October 10, 1996 (the "1996 10-K/A")).
4.2 Amended and Restated Bylaws of Registrant (incorporated by reference to
Exhibit 3.2 to the Registrant's 1996 10-K/A).
5.1 Opinion of King & Spalding as to validity of securities being registered.
23.1 Consent of King & Spalding (included in Exhibit 5.1).
23.2 Consent of Grant Thornton LLP.
99.1 1996 Long Term Incentive Award Plan (incorporated by reference to Exhibit
10.2.6 of Registrant's Registration Statement on Form S-4, File No. 333-08065).
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(a)(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. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from the low or high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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 (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this 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 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) 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 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.
(c) 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 labilities (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.
EXPERTS
The Consolidated Financial Statements incorporated in this Registration
Statement by reference to the Annual Report on Form 10-K for the year ended
May 31, 1996 have been so incorporated in reliance on the report of Grant
Thornton LLP, independent accountants, given on the authority of such firm
as experts in auditing and accounting.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, International
Airline Support Group, Inc. 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 Atlanta, State
of Georgia, on this ___ day of ____________, 1996.
INTERNATIONAL AIRLINE SUPPORT GROUP, INC.
By: _________________________________________
Alexius A. Dyer III
Chairman, Chief Executive
Officer and President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capabilities and
on the dates indicated.
Signature Title Date
______________________________ Chairman, Chief Executive
, 1996
Alexius A. Dyer III Officer, President
and Director
______________________________ Executive Vice President,
, 1996
George Murnane III Chief Financial Officer,
Secretary and Director
______________________________ Director , 1996
E. James Mueller
______________________________ Director , 1996
Kyle R. Kirkland
EXHIBIT INDEX
Exhibit Description Page
4.1 Amended and Restated Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's 10-K/A for
the fiscal year ended May 31, 1996 filed on _______, 1996 (the "1996
10-K/A"))
4.2 Amended and Restated By-Laws of Registrant (incorporated by reference
to Exhibit 3.2 to the Registrant's 1996 10-K/A).
5.1 Opinion of King & Spalding as to validity of securities being
registered.
23.1 Consent of King & Spalding (included in Exhibit 5.1).
23.2 Consent of Grant Thornton LLP.
99.1 1996 Long Term Incentive and Award Plan (incorporated by reference
to Exhibit
10.2.6 of Registrant's Registration Statement on Form S-4, File No.
333-08065).
EXHIBIT 5.1
EXHIBIT 23.2
- -9-
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303-1763
October 8, 1996
International Airline Support Group, Inc.
8095 N.W. 64th Street
Miami, Florida 33166
Re: Form S-8 Registration Statement relating to
598,782 shares of common stock, par value $.001
per share, of International Airline Support Group, Inc.
Gentlemen:
We have acted as counsel for International Airline Support Group, Inc., a
Delaware corporation ("IASG"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") filed
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, relating to 598,782 shares of IASG common stock, par value $.001
per share, to be issued in connection with the 1996 Long Term Incentive and
Share Award Plan (the "Plan"). As such counsel, we have examined and relied
upon such records, documents, certificates and other instruments as in our
judgment are necessary or appropriate to form the basis for the opinions
hereinafter set forth. In all such examinations, we have assumed the
genuineness of signatures on original documents and the conformity to such
original documents of all copies submitted to us as certified, conformed or
photographic copies, and as to certificates of public officials, we have
assumed the same to have been properly given and to be accurate.
Based upon the foregoing, we are of the opinion that the shares of Common
Stock, par value $.001 per share, of IASG issuable in connection with the
Plan have been duly authorized and, when issued in accordance with the terms
of the Plan as described in the Registration Statement, will be validly
issued, fully paid and nonassessable.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement.
Very truly yours,
/s/ King & Spalding
KING & SPALDING
We have issued our report dated July 12, 1996, accompanying the consolidated
financial statements and schedule of International Airline Support Group, Inc.
and Subsidiaries included in the Annual Report on Form 10-K for the year
ended May 31, 1996 which is incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the Registration
Statement of the aforementioned report and to the use of our name as it
appears under the caption "Experts."
Grant Thornton LLP
Miami, Florida
October 9, 1996
