As Filed with the Securities and Exchange Commission on July 31, 1999.
Registration No. 333-60209
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
Post-Effective Amendment No. 1
To
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------------
BE Aerospace, Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
DELAWARE 3728 06-1209796
<S> <C> <C>
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
------------------
</TABLE>
1400 Corporate Center Way
Wellington, Florida 33414
(561) 791-5000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Thomas P. McCaffrey
Chief Financial Officer
BE Aerospace, Inc.
1400 Corporate Center Way
Wellington, Florida 33414
(561) 791-5000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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with copies to:
Rohan S. Weerasinghe
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
Approximate date of commencement of proposed sale of the securities to
the public: From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.|_|
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1 Pursuant to Rule 401(e), this Post-Effective Amendment to Form S-3 amends
Registration Statement No. 333-60209.
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<PAGE>
EXPLANATORY NOTE
This post-effective amendment No. 1 is being filed solely for
the purpose of removing from registration the shares of common stock par value
$.01, (the "Common Stock") of BE Aerospace, Inc. (the "Company") offered hereby
by certain selling stockholders of the Company named herein (collectively, the
"Selling Stockholders") that remain unsold at the termination of this offering
pursuant to Item 512(a) (3) of Regulation S-K. The registration of the shares of
the Company's Common Stock hereby pursuant to this resale shelf-registration
statement was filed in connection with the acquisition of Aerospace Interiors,
Inc. ("ASI") and Aerospace Lighting Corporation ("ALC") by the Company.
Pursuant to an Agreement and Plan of Reorganization and Merger
dated as of July 30, 1998, among the Company, BE Aerospace Acquisition Corp.,
Aerospace Lighting Corporation and the Trustees U/A Gertude Brown, the Trustees
U/A William Brown, Michael Tenzyk, Judith Tenzyk, Louis Francisco and Elise
Francisco (the "ASI Merger Agreement"), the Company was required to cause the
registration statement to remain effective until the earliest to occur of (i)
the sale of all registered shares (as defined in the ASI Merger Agreement) by
the selling stockholders, or (ii) April 25, 1999, which is 120 days after
December 24, 1998, the date on which the registration statement became
effective. In addition, pursuant to an Agreement and Plan of Reorganization and
Merger, dated as of March 27, 1998, among the Company, BE Acquisition Corp.,
Aerospace Interiors, Inc., the Gregory and Deborah Fodell Partnership Ltd., the
Gregory and Deborah Fodell Partnership II, Ltd. and Gregory N. Fodell (the "ALC
Merger Agreement"), the Company was required to cause the Registration Statement
to remain effective until the earliest to occur of (i) the sale of all
registered shares (as defined in the ALC Merger Agreement) by the selling
stockholders, or (ii) July 31, 1999. Consequently, the Company is no longer
required by the terms of the ASI and ALC Merger Agreements to keep the
registration statement effective. As of July 30, 1999, 493,478 shares of Common
Stock registered pursuant to this registration statement remain unsold. The
Company hereby removes such shares from registration. This post-effective
amendment No. 1 does not contain a copy of the prospectus or Part II included in
the Registration Statement as the sole purpose of this filing is to remove from
registration all of the shares of Common Stock offered hereby that remain unsold
pursuant to the registration statement.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Wellington and the State of Florida, on the 2nd day of August, 1999.
BE AEROSPACE, INC.
By: *
--------------------------------
Amin J. Khoury
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities indicated on the 2nd day of August, 1999.
Signature Title
--------- -----
* Chairman of the Board of Directors
- ---------------------------------
Amin J. Khoury
* Vice Chairman of the Board of Directors
- --------------------------------- and Chief Executive Officer (principal
Robert J. Khoury executive officer)
* President, Chief Operating Officer and
- --------------------------------- Director
Paul E. Fulchino
* Corporate Senior Vice President of
- --------------------------------- Administration, Chief Financial Officer
Thomas P. McCaffrey and Assistant Secretary (principal
financial and accounting officer)
* Director
- ---------------------------------
Jim C. Cowart
* Director
- ---------------------------------
Richard G. Hamermesh
* Director
- ---------------------------------
Brian H. Rowe
* Director
- ---------------------------------
Hansjoerg Wyss
* By: /s/ Thomas P. McCaffrey
---------------------------
Thomas P. McCaffrey
Attorney-in-fact
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