As filed with the Securities and Exchange Commission on November 8, 1999
REGISTRATION NO. 333-13979
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 2
TO
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.)
1954 AIRPORT ROAD, SUITE 200
ATLANTA, GEORGIA 30341
-----------------------------------------
(Address of principal executive offices)
INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AMENDED
1996 LONG TERM INCENTIVE AND SHARE AWARD PLAN
(Full title of the plan)
PHILIP A. THEODORE
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
(Name and address of agent for service)
(404) 572-4600
(Telephone number, including area code, of agent for service)
COPIES TO:
GEORGE MURNANE III
EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER
INTERNATIONAL AIRLINE SUPPORT GROUP, INC.
1954 AIRPORT ROAD, SUITE 200
ATLANTA, GEORGIA 30341
(770) 455-7575
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to To be Offering Price Aggregate Registration
be Registered Registered Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock,
par value $.001 per share 237,000 $4.125(1) $977,625(1) $271.78
</TABLE>
(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.
THE CONTENTS OF THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-8 (FILE
NO. 333-13979), AS AMENDED, ARE HEREBY INCORPORATED INTO THIS POST-EFFECTIVE
AMENDMENT NO. 2 BY THIS REFERENCE.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
5.1 -- Opinion of King & Spalding regarding the validity of the
securities being registered.
23.1 -- Consent of King & Spalding (included as part of Exhibit 5.1)
23.2 -- Consent of Grant Thornton LLP
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Post
Effective Amendment No. 2 to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia on the 8th day of November, 1999.
INTERNATIONAL AIRLINE SUPPORT GROUP, INC.
By:/s/ Alexius A. Dyer III
---------------------------
Alexius A. Dyer III
Chairman of the Board, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated as of the 8th day of November, 1999.
Signature Title
--------- -----
Chairman of the Board, President
and Chief Executive Officer and
Director
/s/ Alexius A. Dyer III
- ---------------------------
Alexius A. Dyer III
Executive Vice President, Chief
Operating Officer and Director
/s/ George Murnane III
- -------------------------
George Murnane III
Chief Financial Officer
(Chief Accounting Officer)
/s/ James M. Isaacson
- ------------------------
James M. Isaacson
Director
/s/ E. James Mueller
- -----------------------
E. James Mueller
/s/ F. Dixon McElwee, Jr. Director
- -----------------------------
F. Dixon McElwee, Jr.
<PAGE>
------
EXHIBIT 5.1
<PAGE>
[Letterhead of King & Spalding]
404/572-4600 404/572-5100
November 8, 1999
International Airline Support Group, Inc.
1954 Airport Road
Suite 200
Atlanta, Georgia 30341
Re: Registration Statement on Form S-8
--------------------------------------
Ladies and Gentlemen:
We have acted as counsel for International Airline Support Group, Inc. (the
"Company") in connection with the preparation and filing of Post-Effective
Amendment No. 2 (the "Amendment") to the Company's Registration Statement on
Form S-8 (File No. 333-13979) (the "Registration Statement"), relating to the
registration by the Company under the Securities Act of 1933, as amended (the
"Act"), of 237,000 shares of the Company's Common Stock, par value $.001 per
share (the "Common Stock"), to be issued by the Company from time to time
pursuant to the Company's 1996 Long Term Incentive and Share Award Plan.
In connection with this opinion, we have considered such matters of law and
examined the originals or copies, certified or otherwise identified to our
satisfaction, of such documents and corporate and other records and have
obtained such certificates, letters, representations and information from the
officers, directors and employees of the Company and from others as we have
deemed necessary or appropriate to enable us to render the opinions expressed
herein.
Based upon and in reliance upon the foregoing, and subject to the
qualifications and assumptions set forth below, it is our opinion that, when (a)
the Amendment has become effective in accordance with the Act and the rules and
regulations thereunder and (b) the Common Stock has been duly delivered against
payment therefor or receipt by the Company of such lawful consideration for
which shares of the Common Stock to be issued by the Company has occurred, then
the Common Stock will be (i) duly authorized and (ii) legally issued, fully paid
and nonassessable.
Our opinion is limited by and subject to the following:
(a) In rendering our opinion we have assumed that, at the time of each
issuance and sale of the Common Stock, the Company will be a corporation validly
existing and in good standing under the laws of the State of Delaware.
(b) In our examination of all documents, certificates and records, we
have assumed without investigation the authenticity and completeness of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity and completeness of the
originals of all documents submitted to us as copies. We have also assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authority of all persons executing documents on behalf of the parties thereto
other than the Company, and the due authorization, execution and delivery of all
documents by the parties thereto other than the Company.
(c) Our opinion is based solely on and limited to the General
Corporation Law of the State of Delaware and federal laws of the United States
of America. We express no opinion as to the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ King & Spalding
<PAGE>
EXHIBIT 23.2
<PAGE>
------
AUDITOR'S CONSENT
-----------------
We have issued our report dated July 20, 1999, accompanying the consolidated
financial statements and schedule appearing in the Annual Report of
International Airline Support Group, Inc. and Subsidiaries on Form 10-K for the
year ended May 31, 1999. 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 Post Effective Amendment No. 2 to Form
S-8 (Registration No. 333-13979) and to the use of our name as it appears under
the caption "Experts."
/s/ Grant Thornton LLP
Fort Lauderdale, Florida
November 4, 1999
