SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Banner Aerospace, Inc.
_____________________________
(Exact name of registrant as specified in its charter)
DELAWARE 95-2039311
_________________________________________________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 West Service Road, Washington Dulles International Airport,
Chantilly VA 20153; P.O. Box 20260 Washington DC 20041
____________________________________________________________
(Address of Principal Executive Offices)
1996 BANNER AEROSPACE, INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(the "1996 NED Plan")
1990 NON-QUALIFIED & INCENTIVE
STOCK-OPTION PLAN OF BANNER AEROSPACE, INC.
(the "1990 Plan")
STOCK OPTIONS AWARDED TO NON-EMPLOYEE DIRECTORS PREVIOUSLY
APPROVED BY THE OF STOCKHOLDERS OF BANNER AEROSPACE, INC.
(the "NED Stock Options")
____________________________________________________________
(Full title of the Plans -- Three Plans)
WARREN D. PERSAVICH
Senior Vice President and Chief Financial Officer
c/o Banner Aerospace, Inc. / Telephone (703) 478-5790
300 West Service Road, Washington Dulles International Airport,
Chantilly VA 20153; P.O. Box 20260 Washington DC 20041
____________________________________________________________
(Name, address and telephone number of agent for service)
Copies to: Donald E. Miller, Esq.(General Counsel)
c/o Banner Aerospace, Inc. / Telephone (703) 478-5790
300 West Service Road, Washington Dulles International Airport,
Chantilly VA 20153; P.O. Box 20260 Washington DC 20041
The filing date of this document is January 23, 1997.
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
Common Stock, 1,170,000
par value shares $9.25 $10,822,500 $3,279.55
$1.00 (a) (b) (c) (d)
- -------------------
(a) This is the aggregate maximum number of shares of
Common Stock authorized to be issued under each plan, as follows:
1990 Plan 1,000,000; 1996 NED Plan, 150,000 shares; NED Stock
Options, 20,000 shares; subject in each case to adjustments for
stock splits or other forms of recapitalization. [Note: The
aggregate number of shares that have been issued or are issuable
under the 1990 Plan is 2,000,000 shares. 1,000,000 shares were
previously registered, and 1,000,000 shares are being registered
hereby.]
(b) Represents the average of the high and low prices for
Banner Aerospace, Inc. Common Stock as reported on the consolidated
system of the New York Stock Exchange on January 21, 1997 (a date
five days within the filing date of this Registration Statement).
(c) This amount is computed by multiplying 1,170,000 (a)
times $9.25(b).
(d) This is one-thirty-third of one-percent of
$10,822,500(c).
________________________________________________________________
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement consists of:
(1) PART 1-A: Information Required in the Section
10(a) Prospectus.
(2) PART 1-B: Reoffer Prospectus Under Part I of Form
S-3 for Reoffers and Resales by Selling Stockholders.
(2) PART 2: Information Required in the Registration
Statement.
(3) PART 3: Exhibits
_________________________________________________________________
PART 1-A
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
This Registration Statement filed by Banner Aerospace, Inc., a
Delaware corporation (the "Company"), relates to the following
stock option plans (collectively, the "Plans"):
1 Banner Aerospace, Inc. Non-Employee Director Stock Option
Plan (the "1996 NED Plan"), approved by the Stockholders on
September 13, 1996. The 1996 NED Plan provides for the issuance of
stock options for up to 150,000 shares of the Company's Common
Stock, par value $1 per share (the "Common Stock").
2. 1990 Non-Qualified & Incentive Stock-Option Plan of
Banner Aerospace, Inc. (the "1990 Plan"). The 1990 Plan was
originally adopted as of August 2, 1990, authorizing the issuance
of up to 1,000,000 shares of Common Stock under the 1990 Plan. The
1990 Plan was amended at the Company's Annual Meeting of
Stockholders held on September 13, 1996, pursuant to which an
additional 1,000,000 shares of Common Stock may be issued under the
1990 Plan. Such additional 1,000,0000 shares are being registered
pursuant to this Registration Statement.
3. Outside of the 1990 Plan and the 1996 NED Plan, the
Company issued stock options for 20,000 shares of Common Stock to
outside directors("NED Stock Options"). Such NED Stock Options were
approved by the Company's Stockholders at the Annual Meeting held
in September, 1996.
Document(s) containing the information specified in Form S-8, Part
I, Item 1, will be sent or given to participants in each of the
Plans as specified by Rule 428(b)(1). In accordance with the
instructions to Form S-8, such documents are not being filed with
the Securities and Exchange Commission.
Item 2. Registrant Information and Employee Plan Annual
Information.
Participants in each of the Plans are entitled to obtain
information about the respective Plans and about the Company,
consistent with the requirements of Rule 428(b). The Company shall
advise participants of each of the Plans, in writing, of the
address for such information.
_______________________________________________________
PART 1-B
Reoffer Prospectus Under Part I of Form S-3
for Reoffers and Resales by Selling Stockholders.
Explanatory Note.
This Reoffer Prospectus prepared in accordance with the
requirements of Part I of From S-3 relates to the reoffer or resale
by certain Selling Stockholders of certain shares of the Company's
Common Stock covered by the Registration Statement prepared in
accordance with the requirements of Form S-8.
- -----------------------------------------------------------------
REOFFER PROSPECTUS
BANNER AEROSPACE, INC.
300 West Service Road, Washington Dulles International Airport,
Chantilly, VA 20153; P.O. Box 20260, Washington, DC 20041
Telephone: (703) 478-5790
1,170,000 Shares of Common Stock
This prospectus relates to the reoffer and resale of 1,170,000
shares ("Shares") of Common Stock, par value $1.00 per share
("Common Stock"), of Banner Aerospace, Inc. (the "Company"), which
may be issued from time to time by the Company to the selling
stockholders named herein (the "Selling Stockholders") pursuant to
the exercise of stock options under the Company's stock option
plans (the "Stock Option Plans"), which may be reoffered and resold
by the Selling Stockholders from time to time for their own
benefit. The Company will not receive any of the proceeds from the
sale of the Shares of Common Stock by the Selling Stockholders.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
REOFFER PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS NOT CONTAINED IN THIS REOFFER PROSPECTUS, AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MAY NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS REOFFER
PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY JURISDICTION IN
WHICH SUCH OFFER IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING
SUCH OFFER IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER.
The date of this Reoffer Prospectus is January 23, 1997.
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports and
other information filed by the Company can be inspected and copied
at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Washington, D.C., 20549, and at its
regional offices at 500 West Madison Street. Suite 1400, Chicago,
Illinois, 60621, and 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C., 20549 upon payment of a
prescribed fee.
The Common Stock is listed on the New York Stock Exchange ("NYSE").
Reports and other information concerning the Company are available
for inspection and copying at the offices of the NYSE, 20 Broad
Street, New York, New York, 10005.
The Company will provide without charge to each person to whom
copies of this Reoffer Prospectus is delivered, upon written or
oral request of such person, a copy of any and all of the
information that has been incorporated by reference in this
Prospects and any Registration Statement containing this Prospectus
(not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by
reference in this Reoffer Prospectus or any Registration Statement
containing this Reoffer Prospectus). Such requests should be made
to the Company's Secretary, Banner Aerospace, Inc., Telephone (703)
478-5790, 300 West Service Road, Washington Dulles International
Airport, Chantilly, VA 20153; P.O. Box 20260 Washington DC 20041.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
the Shares of Common Stock by the Selling Stockholders.
SELLING STOCKHOLDERS
The Selling Stockholders are officers and directors selling Shares
obtained pursuant to the Stock Option Plans in cases where such
persons are deemed "affiliates" of the Company, and/or in cases
where the number of Shares being sold by such persons exceed the
limitations set forth in Rule 144 of the Securities Act.
As of January, 1997, the following persons may be deemed Selling
Stockholders:
Michael T. Alcox -- has served as a Director of the Company since
1990. He served as Vice President of the Company from March 1990
through May 1990. Mr. Alcox is also an officer and director of The
Fairchild Corporation (of which the Company is a consolidated
subsidiary).
Warren Persavich -- has served as Senior Vice President and Chief
Financial Officer of the Company since June 1990 and as a Director
since March 1990. From March 1990 to June 1990, he served as Vice
President of the Company.
Eric Steiner -- has served as a Director of the Company since 1992.
Mr. Steiner is also an officer and director of The Fairchild
Corporation (of which the Company is a consolidated subsidiary).
Jeffrey Steiner -- has served as Chairman of the Board, Chief
Executive Officer and President of the Company since September
1993. He served as Vice Chairman of the Board of the Company from
August 1990 to September 1993. Mr. Steiner is also a substantial
shareholder, officer and director of The Fairchild Corporation (of
which the Company is a consolidated subsidiary).
John Wertz -- has served as Senior Vice President and Chief
Operating Officer of the Company since August 1993 and as a
Director since 1993.
Stock Ownership of Selling Stockholders as of December 31, 1996:
The following paragraphs set forth, as of December 31, 1996: (i)
the number of shares of Common Stock beneficially owned by each
Selling Stockholder (including vested stock options, and excluding
non-vested stock options); (ii) the percent of Common Stock
beneficially held by each Selling Stockholder (including vested
stock options, and excluding non-vested stock options); and (iii)
the number of shares issuable to each of the Selling Stockholders
pursuant to unexercised stock options under the Company's Stock
Option Plans (including vested and non-vested stock options):
Michael T. Alcox
(i) Number of shares: 45,000 (includes vested options for 12,000
shares)
(ii) Percent of Class of Common Stock: 0.19%
(iii) Shares Underlying Unexercised Stock Options: 12,000 vested
stock options; - 0 - non-vested stock options.
Warren Persavich
(i) Number of shares: 84,000 (includes vested options for 62,000
shares)
(ii) Percent of Class of Common Stock: 0.36%
(iii) Shares Underlying Unexercised Stock Options: 62,000 vested
stock options; 64,000 non-vested stock options.
Eric Steiner
(i) Number of shares: 17,500 (includes vested options for 15,000
shares)
(ii) Percent of Class of Common Stock: 0.07%
(iii) Shares Underlying Unexercised Stock Options: 15,000 vested
stock options; -0- non-vested stock options.
Jeffrey Steiner
Number of shares beneficially owned: 14,099,624. (Includes 111,112
shares owed of record by Mr. J. Steiner and 2,035 shares owed by
Mr. J. Steiner through the Company's Savings and Retirement Plan.
Also includes 13,886,477 shares owned directly or indirectly by The
Fairchild Corporation; Mr. J. Steiner disclaims beneficial
ownership of such shares except to the extent of his pecuniary
interest therein. Includes vested options for 100,000 shares).
Percent of class of Common Stock: 59.97%.
Number of Shares Underlying Unexercised Stock Options: 100,000
vested stock options; 205,000 non-vested stock options.
John Wertz
(i) Number of shares: 88,333 (includes vested options for 58,333
shares)
(ii) Percent of Class of Common Stock: 0.38%
(iii) Shares Underlying Unexercised Stock Options: 58,333 vested
stock options; 56,667 non-vested stock options.
Because the Selling Stockholders may sell all or some of the Shares
they hold from time-to-time pursuant to this Reoffer Prospectus,
and the fact that this offering is not being underwritten on a firm
commitment basis, no estimate can be given as to the exact number
of Shares that will be held by the Selling Stockholders upon
termination of this offering. See "Plan of Distribution."
PLAN OF DISTRIBUTION
There is no present plan of distribution. It is anticipated that,
from time to time, the Selling Stockholders may sell all or part of
the Shares of Common Stock covered by this Reoffer Prospectus on
the NYSE at prices and terms prevailing at the time of such sale.
Any such sale may be made through broker-dealers acting as agents
in ordinary brokerage transactions. The Selling Stockholders will
pay brokerage commissions or discounts with respect to the sale of
Shares in amounts customary for the type of transactions effected.
In addition to sales sunder this Reoffer Prospectus, the Selling
Stockholders may also effect sales of Shares of Common Stock
covered by this Prospectus pursuant to Rule 144 of the Securities
Act.
INTEREST OF NAMED EXPERTS AND COUNSEL
The validity of the Shares of Common Stock covered by this Reoffer
Prospectus has been passed upon for the Company by Foley, Hoag &
Eliot LLP.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the Commission are incorporated
by reference in this Reoffer Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996.
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996.
(d) All documents subsequently filed with the Commission by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the termination of this offering shall be
deemed to be incorporated by reference into this Reoffer
Prospectus.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's By-Laws provide for indemnification, to the extent
permitted by Delaware General Corporation Law Section 145, of the
Company's directors, officers, employees or agents
("Representatives") against expenses reasonably incurred by a
Representative with respect to civil, criminal, administrative or
investigative actions, suits or proceedings related to their
functions as Company Representatives. As a condition to such
indemnification, the Representative must have acted in good faith
and in a manner reasonably believed to be in the best interests of
the Company or not opposed to the best interests of the Company.
As a condition to such indemnification in criminal actions, the
Representative must have had no reasonable cause to believe his
conduct was unlawful.
With respect to causes of action against a Representative by the
Company or by a third party in the name of the Company (such as
shareholder derivative suits) (collectively, "Company Suits"), the
Company's By-Laws provide that no indemnification may be made for
a Company Suit in which a Representative is adjudged to be liable
for negligence or misconduct in the performance of his duties,
unless the Delaware Court of Chancery or the Court in which the
Company Suit was brought determines that despite such adjudication
and in view of all the circumstances of the case, the
Representative is fairly and reasonably entitled to such indemnity.
The Company has purchased directors' and officers' liability
insurance covering certain liabilities incurred by the Company's
officers and directors in connection with the performance of their
duties.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") may be permitted to
directors, officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
***
End of Reoffer Prospectus
- -----------------------------------------------------------------
PART 2
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
a. The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1996.
b-1 The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996.
b-2 The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996.
b-2. All other reports filed by the Company with the
Securities and Exchange Commission since September 30, 1996
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act").
c. The description of the Company's Common Stock contained
in a Registration Statement on Form 8-A dated June 20, 1990, filed
with the Securities and Exchange Commission pursuant to Section 12
of the Exchange Act.
All reports and other documents subsequently filed by the Company
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 pursuant to this Registration Statement
have been sold or which deregisters all securities then remaining
unsold) shall be deemed incorporated by reference in this
Registration Statement and to be a part of this Registration
Statement from the date of filling of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock covered by this
Registration Statement has been passed upon for the Company by
Foley, Hoag & Eliot LLP.
Item 6. Indemnification of Directors and Officers.
Please see discussion in the Reoffer Prospectus included in this
Registration Statement, under caption "INDEMNIFICATION OF DIRECTORS
AND OFFICERS," for a description of the Company's by-law provisions
regarding directors and officers indemnification.
Item 7. Exemption for Registration Claimed.
Not applicable.
Item 8. Exhibits.
4 Instruments defining the rights of security holders:
(1) The Company's Articles of Incorporation (and amendments
thereto) and Bylaws are incorporated herein by reference to: (i)
Exhibits 3(a), 3(b), 3(c), 3(d), 3(e) and 3(f) of the Company's
Registration Statement No. 33-34775 on Form S-1, effective July 26,
1990; and (ii) Exhibit 3(a) of the Company's quarterly report on
Form 10-Q dated September 4, 1990.
(2) Specimen of Definitive Common Stock Certificate is
incorporated herein by reference to Exhibit 4(b) included in the
Company's Registration Statement No. 33-34775 on Form S-1,
effective July 26, 1990.
5 Opinion re legality
(1) Opinion of Foley, Hoag & Eliot LLP, dated January 23, 1997.
*
23 Consents of Experts and Counsel
(1) Consent of Arthur Andersen LLP, independent public
accountants. *
(2) Consent of Foley, Hoag & Eliot LLP (contained in the
opinion of counsel filed as Exhibit 5(1) hereto).
24 Power of Attorney
(1) Power of Attorney by members of the Company's Board of
Directors regarding amendments to this Registration Statement,
contained as part of the signatures to this Registration Statement.
- -----------------
* Filed herewith
Item 9. Undertakings
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales of the
securities registered hereunder 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 (the "Securities Act");
(ii) To reflect in the prospectus any facts or event
arising after the effective date of this Registration Statement (or
the most post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this 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 is contained in periodic
reports filed by the Company 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, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered herein, 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) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefits plan's annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
herein, 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 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions (including the indemnification provisions described in
Item 6 of this Registration Statement), 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 Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (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 herein, 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 Securities Act and will be governed by the final adjudication
of such issue.<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, 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 Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Chantilly, Commonwealth of Virginia, on January 23, 1997.
Banner Aerospace, Inc.
By: ___/s/______________
Warren D. Persavich
Senior Vice President and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Warren D. Persavich and
Eugene W. Juris, or either of them, his true and lawful attorney-
in-fact and agent, with full power of substitution and
resubstituion, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments to this Registration
Statement and to file the same, with all exhibits thereof, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-
fact, agent, or their substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1993, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
___/s/_______________ Director, 1/23/97
Jeffrey J. Steiner Chairman and
Chief Executive Officer
(Principal Executive Officer)
__/s/________________ Director, 1/23/97
John C. Wertz Senior Vice President and
Chief Operating Officer
__/s/________________ Director, 1/23/97
Warren D. Persavich Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
__/s/________________ Vice President -- Finance 1/23/97
Eugene W. Juris and Secretary
(Principal Accounting Officer)
__/s/________________ Director 1/23/97
Michael T. Alcox
_/s/_________________ Director 1/23/97
Frederick W. Bradley, Jr.
_/s/____________________ Director 1/23/97
Steven L. Gerard
_/s/____________________ Director 1/23/97
Charles M. Haar
_/s/____________________ Director 1/23/97
Philippe Hercot
_/s/____________________ Director 1/23/97
Samuel J. Krasney
_/S/____________________ Director 1/23/97
Eric I. Steiner
_/S/____________________ Director 1/23/97
Leonard Toboroff
EXHIBIT INDEX
Exhibit No. Page
4(1) The Company's Articles of Incorporation
(and amendments thereto) and Bylaws *
4(2) Specimen of Definitive
Common Stock Certificate **
5(1) Opinion of Foley,Hoag & Eliot LLP __
23(1) Consent of Arthur Andersen LLP __
23(2) Consent of Foley, Hoag & Eliot LLP ***
24(1) Power of Attorney ****
* Incorporated by reference to: (i) Exhibits 3(a), 3(b), 3(c),
3(d), 3(e) and 3(f) of the Company's Registration Statement No. 33-
34775 on Form S-1, effective July 26, 1990; and (ii) Exhibit 3(a)
of the Company's quarterly report on Form 10-Q dated September 4,
1990.
** Incorporated by reference to Exhibit 4(b) included in the
Company's Registration Statement No. 33-34775 on Form S-1,
effective July 26, 1990.
*** Included in Exhibit (5)1.
**** Contained as part of the signatures to this Registration
Statement.<PAGE>
Exhibit 5.1
January 23, 1997
By Hand Delivery
Banner Aerospace, Inc.
Washington Dulles International Airport
300 West Service Road
Chantilly, VA 20153
Re: Banner Aerospace, Inc.
Ladies and Gentlemen:
We are familiar with the Registration Statement on Form S-8 (the
"S-8 Registration Statement") filed today with the Securities and
Exchange Commission by Banner Aerospace, Inc., a Delaware
corporation (the "Company") relating to: (i) 1,000,000 shares of
the Company's Common Stock (the "Common Stock") issuable pursuant
to the Company's 1990 Non-Qualified and Incentive Stock Option
Plan, amended as of May 29, 1996 (the "ISO Plan"); (ii) 150,000
shares of the Company's Common Stock issuable pursuant to the
Company's 1996 Non-Employee Directors' Stock Option Plan (the "NED
Plan"); and (ii) 20,000 stock options awarded to non-employee
directors outside of the ISO Plan and NED Plan (the "NED Stock
Options") (the ISO Plan, the NED Plan and the NED Stock Options are
hereinafter collectively referred to as the "Plans").
We are familiar with the Company's Restated Certificate of
Incorporation, its Amended and Restated By-Laws, the records of all
meetings and consents of its Board of Directors and stockholders
relating to the adoption and approval of the Plans and the
authorization for the filing of the S-8 Registration Statement,
including, without limitation, minutes of a meeting of the Board of
Directors of the Company held on January 10, 1997. We have
examined a Certificate of Secretary of the Company of even date
herewith and such other records and documents as we deemed
necessary or appropriate for purposes of rendering this opinion.
Based upon the foregoing, we are of the opinion that (a) the
Company has corporate power adequate for the issuance in the manner
set forth in the S-8 Registration Statement of the 1,170,000 shares
of its Common Stock to be issued pursuant to the Plans and offered
pursuant to the S-8 Registration Statement, (b) the Company has
taken all necessary corporate action required to authorize the
issuance and sale of such 1,170,000 shares and (c) upon the
issuance and sale of such shares pursuant to the Plans, such shares
will be validly and legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as part of the S-
8 Registration Statement.
Very truly yours,
Foley, Hoag & Eliot LLP
__/s/________________________
A Partner<PAGE>
Exhibit 23(a)
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated May 22, 1996, included in Banner Aerospace, Inc.'s
Form 10-K for the year ended March 31, 1996, and to all references
to our Firm included in this registration statement.
Arthur Andersen LLP
/s/
Cleveland, Ohio
January 22, 1997
