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As filed with the Securities and Exchange Commission on November 28, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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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.)
1954 Airport Road
Suite 200
Atlanta, Georgia 30341
(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) 572-4600
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
George Murnane III
Executive Vice President and Chief Financial Officer
International Airline Support Group, Inc.
1954 Airport Road, Suite 200
Atlanta, Georgia 30341
(770) 455-7575
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Amount to Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered be Registered(1) Share(2) Price(2) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share 115,000 $8.375 $582,704.63 $200.93
</TABLE>
(1) Does not include 598,782 shares of Common Stock of International
Airline Support Group, Inc. previously registered on Registration Statement
No. 333-13979 and to which the Prospectus relating to this Registration
Statement relates. A registration fee of $544.35 was previously paid in
connection with the 598,782 shares (including the 173 underlying shares not
yet issued) of Common Stock previously registered.
(2) 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.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
relating to this Registration Statement is a combined Prospectus relating also
to Registration Statement No. 333-13979 previously filed by the Registrant on
Form S-8 on October 11, 1996.
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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, 1997;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended August 31, 1997;
(c) 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, 1997;
(d) The description of the Registrant's common stock, par value $.001
per share ("Common Stock"), contained in the Registration Statement on Form
8-A12G/A dated October 11, 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
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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 and Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
May 31, 1996 (the "1996 Form 10-K")).
4.1.1 Amendment to the Amended and Restated Certificate of
Incorporation of Registrant (incorporated by reference to Exhibit
3.1.1 to the Registrant's Registration Statement on Form S-1
filed on November 20, 1997 (File No. 333-40613) (the "S-1")).
4.1.2 Amendment to Amended and Restated Certificate of Incorporation of
Registrant (incorporated by reference to Exhibit 3.1.2 to the
S-1).
4.2 Amended and Restated Bylaws of Registrant (incorporated by
reference to Exhibit 4.2 of the 1996 Form 10-K).
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).
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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.
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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
24th day of November, 1997.
INTERNATIONAL AIRLINE SUPPORT GROUP, INC.
By: /s/ Alexius A. Dyer III
-----------------------
Alexius A. Dyer III
Chairman, Chief Executive
Officer and President
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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
capabilities and on the dates indicated.
Signature Title Date
/s/ Alexius A. Dyer III Chairman, Chief Executive November 26, 1997
- ----------------------- Officer, President
Alexius A. Dyer III and Director
/s/ George Murnane III Executive Vice President, November 26, 1997
- ----------------------- Chief Financial Officer,
George Murnane III Director
/s/ James M. Isaacson Vice President of Finance, November 26, 1997
- ----------------------- Treasurer and Secretary
James M. Isaacson
/s/ E. James Mueller Director November 26, 1997
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E. James Mueller
/s/ Kyle R. Kirkland Director November 26, 1997
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Kyle R. Kirkland
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EXHIBIT 5.1
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King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303-1763
November 26, 1997
International Airline Support Group, Inc.
1954 Airport Road
Suite 200
Atlanta, Georgia 30341
Re: Form S-8 Registration Statement relating to
115,000 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 115,000 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
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King & Spalding
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AUDITOR'S CONSENT
We have issued our report dated July 21, 1997, accompanying the consolidated
financial statements and schedule incorporated by reference in the Annual
Report of International Airline Support Group, Inc. and Subsidiaries on Form
10-K for the year ended May 31, 1997. We hereby consent to the incorporation
by reference of the aforementioned report in the Registration Statement of
International Airline Support Group, Inc. and Subsidiaries on Form S-8.
Grant Thornton LLP
Fort Lauderdale, Florida
November 26, 1997
