<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 1997
REGISTRATION NO. 333-13499
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 5
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
<TABLE>
<S> <C> <C>
SIMULA, INC. ARIZONA 86-0320129
SIMULA HOLDINGS, INC. ARIZONA 86-0846951
SIMULA GOVERNMENT PRODUCTS, INC. ARIZONA 86-0742551
SIMULA TECHNOLOGIES, INC. ARIZONA 86-0842935
SAFETY EQUIPMENT, INC. ARIZONA 86-0505970
SEDONA SCIENTIFIC, INC. ARIZONA 86-0778600
INTERNATIONAL CENTER FOR SAFETY EDUCATION, ARIZONA 86-0787589
INC.
SIMULA TRANSPORTATION EQUIPMENT CORPORATION ARIZONA 86-0742552
AIRLINE INTERIORS, INC. ARIZONA 86-0768865
COACH AND CAR EQUIPMENT CORPORATION ARIZONA 86-0763929
ARTCRAFT INDUSTRIES CORP. ARIZONA 86-0772587
INTAERO, LTD. ARIZONA PENDING
SIMULA AUTOMOTIVE SAFETY DEVICES, INC. ARIZONA 86-0789385
VIATECH, INC. DELAWARE 86-0763930
(Exact name of Registrant (State of Incorporation) (I.R.S. Employer
as specified in charter) Identification No.)
</TABLE>
------------------------
<TABLE>
<S> <C>
2700 NORTH CENTRAL AVENUE, SUITE 1000 BRADLEY P. FORST, ESQ.
PHOENIX, ARIZONA 85004 VICE PRESIDENT AND GENERAL COUNSEL
(602) 631-4005 2700 NORTH CENTRAL AVENUE, SUITE 1000
(Address, including zip code, and telephone number, PHOENIX, ARIZONA 85004
including area code, of Registrant's principal executive (602) 631-4005
offices) (Name, address including zip code, and telephone number,
including area code, of agent for service)
</TABLE>
with copies to:
<TABLE>
<S> <C>
CHRISTIAN J. HOFFMANN, III, ESQ. ROBERT S. KANT, ESQ.
STREICH LANG, P.A. MICHELLE S. MONSEREZ, ESQ.
RENAISSANCE ONE O'CONNOR, CAVANAGH, ANDERSON,
TWO NORTH CENTRAL AVENUE KILLINGSWORTH & BESHEARS, P.A.
PHOENIX, ARIZONA 85004-2391 ONE EAST CAMELBACK ROAD, SUITE 1100
(602) 229-5200 PHOENIX, ARIZONA 85012-1656
(602) 263-2400
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
PROPOSED
TITLE OF EACH CLASS AMOUNT TO BE MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED(1) OFFERING PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
% Senior Subordinated Convertible Notes............... $34,500,000 $34,500,000 $11,896
- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share(2)................. 2,300,000 shares -- (4)
- ----------------------------------------------------------------------------------------------------------------------------------
Subsidiary Guarantees(5).................................. (6) (5)
==================================================================================================================================
</TABLE>
(1) Includes $ aggregate principal amount that may be purchased pursuant
to the Underwriters' over-allotment option.
(2) This number is estimated on the date of this Registration Statement. The
actual number of shares of Common Stock issuable upon conversion will be
determined by the Conversion Price on the date this Registration Statement
becomes effective.
(3) Estimated solely for purposes of calculating the registration fee.
(4) The shares of Common Stock being registered hereby are issuable upon
conversion of % Senior Subordinated Convertible Notes. Accordingly, no
additional filing fee is required pursuant to Rule 457(i) under the
Securities Act of 1933.
(5) Simula Holdings, Inc., Simula Government Products, Inc., Simula
Technologies, Inc., Safety Equipment, Inc., Sedona Scientific, Inc.,
International Center for Safety Education, Inc., Simula Transportation
Equipment Corporation, Airline Interiors, Inc., Coach and Car Equipment
Corporation, Artcraft Industries Corp., Intaero, Ltd., Simula Automotive
Safety Devices, Inc., and ViaTech, Inc. are all wholly-owned subsidiaries of
Simula, Inc. and each is registering guarantees of payment of principal,
premium, if any, and interest on the % Senior Subordinated Convertible
Notes registered hereby. Pursuant to Rule 457(n) under the Securities Act of
1933, no registration fee is required with respect to the Subsidiary
Guarantees.
(6) No separate consideration will be received from the purchasers of the %
Senior Subordinated Notes with respect to the Subsidiary Guarantees.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Phoenix, State of Arizona
on April 24, 1997.
SIMULA, INC.
By /s/ DONALD W. TOWNSEND
------------------------------------
Donald W. Townsend, President
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE AND TITLE DATE
- -------------------------------------------- --------------------------------------------
<S> <C>
/s/ DONALD W. TOWNSEND April 24, 1997
- --------------------------------------------
Donald W. Townsend, President, Chief
Operating Officer, and Director
/s/ BRADLEY P. FORST April 24, 1997
- --------------------------------------------
Bradley P. Forst, Vice President, General
Counsel, Secretary and Director
/s/ SEAN K. NOLEN April 24, 1997
- --------------------------------------------
Sean K. Nolen, Vice President, Treasurer,
Chief Financial Officer, and Director
* April 24, 1997
- --------------------------------------------
Stanley P. Desjardins, Chairman
* April 24, 1997
- --------------------------------------------
James C. Withers, Director
* April 24, 1997
- --------------------------------------------
Robert D. Olliver, Director
* April 24, 1997
- --------------------------------------------
Scott E. Miller, Director
*By: /s/ BRADLEY P. FORST April 24, 1997
---------------------------------------
Bradley P. Forst,
Attorney-in-Fact
</TABLE>
II-6
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Phoenix, State of Arizona
on April 24, 1997.
SIMULA HOLDINGS, INC.
By /s/ STANLEY P. DESJARDINS
------------------------------------
Stanley R. Desjardins, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Bradley P. Forst or Sean K. Nolen,
or either of them, as his attorney-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Registration Statement, including post-effective amendments and any and
all new registration statements filed pursuant to Rule 462 under the Securities
Act in connection with or related to the offering contemplated by this
Registration Statement, as amended, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each said attorney-in-fact
or his substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE AND TITLE DATE
- -------------------------------------------- --------------------------------------------
<S> <C>
/s/ STANLEY P. DESJARDINS April 24, 1997
- --------------------------------------------
Stanley P. Desjardins, President, and
Director
/s/ BRADLEY P. FORST April 24, 1997
- --------------------------------------------
Bradley P. Forst, Assistant Secretary and
Director
/s/ SEAN K. NOLEN April 24, 1997
- --------------------------------------------
Sean K. Nolen, Secretary, Treasurer and
Director
/s/ DONALD W. TOWNSEND April 24, 1997
- --------------------------------------------
Donald W. Townsend, Director
</TABLE>
II-7
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Phoenix, State of Arizona
on April 24, 1997.
SIMULA GOVERNMENT PRODUCTS, INC.
By /s/ STANLEY P. DESJARDINS
------------------------------------
Stanley P. Desjardins, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Bradley P. Forst or Sean K. Nolen,
or either of them, as his attorney-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Registration Statement, including post-effective amendments and any and
all new registration statements filed pursuant to Rule 462 under the Securities
Act in connection with or related to the offering contemplated by this
Registration Statement, as amended, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each said attorney-in-fact
or his substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE AND TITLE DATE
- -------------------------------------------- --------------------------------------------
<S> <C>
/s/ STANLEY P. DESJARDINS April 24, 1997
- --------------------------------------------
Stanley P. Desjardins, President, Chief
Operating Officer, and Director
/s/ MIKE HAERLE April 24, 1997
- --------------------------------------------
Mike Haerle, Secretary and Tresurer, and
Chief Financial Officer
/s/ BRADLEY P. FORST April 24, 1997
- --------------------------------------------
Bradley P. Forst, Assistant Secretary
/s/ SEAN K. NOLEN April 24, 1997
- --------------------------------------------
Sean K. Nolen, Assistant Treasurer
/s/ DONALD W. TOWNSEND April 24, 1997
- --------------------------------------------
Donald W. Townsend, Director
</TABLE>
II-8
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Phoenix, State of Arizona
on April 24, 1997.
SIMULA TECHNOLOGIES, INC.
By /s/ JOSEPH COLTMAN
------------------------------------
Joseph Coltman, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Bradley P. Forst or Sean K. Nolen,
or either of them, as his attorney-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Registration Statement, including post-effective amendments and any and
all new registration statements filed pursuant to Rule 462 under the Securities
Act in connection with or related to the offering contemplated by this
Registration Statement, as amended, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each said attorney-in-fact
or his substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE AND TITLE DATE
- -------------------------------------------- --------------------------------------------
<S> <C>
/s/ JOSEPH COLTMAN April 24, 1997
- --------------------------------------------
Joseph Coltman, President and Director
/s/ BRADLEY P. FORST April 24, 1997
- --------------------------------------------
Bradley P. Forst, Assistant Secretary and
Director
/s/ SEAN K. NOLEN April 24, 1997
- --------------------------------------------
Sean K. Nolen, Secretary, Treasurer and
Director
/s/ STANLEY P. DESJARDINS April 24, 1997
- --------------------------------------------
Stanley P. Desjardins, Director
/s/ DONALD W. TOWNSEND April 24, 1997
- --------------------------------------------
Donald Townsend, Director
</TABLE>
II-9
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Phoenix, State of Arizona
on April 24, 1997.
SAFETY EQUIPMENT, INC. (SEI)
By /s/ STANLEY P. DESJARDINS
------------------------------------
Stanley P. Desjardins, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Bradley P. Forst or Sean K. Nolen,
or either of them, as his attorney-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Registration Statement, including post-effective amendments and any and
all new registration statements filed pursuant to Rule 462 under the Securities
Act in connection with or related to the offering contemplated by this
Registration Statement, as amended, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each said attorney-in-fact
or his substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE AND TITLE DATE
- -------------------------------------------- --------------------------------------------
<S> <C>
/s/ STANLEY P. DESJARDINS April 24, 1997
- --------------------------------------------
Stanley P. Desjardins, President and
Director
/s/ BARRY SHOPE April 24, 1997
- --------------------------------------------
Barry Shope, Secretary and Director
/s/ BRADLEY P. FORST April 24, 1997
- --------------------------------------------
Bradley P. Forst, Assistant Secretary
/s/ SEAN K. NOLEN April 24, 1997
- --------------------------------------------
Sean K. Nolen, Treasurer
/s/ DONALD W. TOWNSEND APRIL 24, 1997
- --------------------------------------------
DONALD W. TOWNSEND, DIRECTOR
</TABLE>
II-10
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Phoenix, State of Arizona
on April 24, 1997.
SEDONA SCIENTIFIC, INC.
By /s/ VERN DORRELL
------------------------------------
Vern Dorrell, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Bradley P. Forst or Sean K. Nolen,
or either of them, as his attorney-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Registration Statement, including post-effective amendments and any and
all new registration statements filed pursuant to Rule 462 under the Securities
Act in connection with or related to the offering contemplated by this
Registration Statement, as amended, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each said attorney-in-fact
or his substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE AND TITLE DATE
- -------------------------------------------- --------------------------------------------
<S> <C>
/s/ VERN DORRELL April 24, 1997
- --------------------------------------------
Vern Dorrell, President and Director
/s/ BRADLEY P. FORST April 24, 1997
- --------------------------------------------
Bradley P. Forst, Assistant Secretary
/s/ SEAN K. NOLEN April 24, 1997
- --------------------------------------------
Sean K. Nolen, Treasurer
/s/ DONALD W. TOWNSEND April 24, 1997
- --------------------------------------------
Donald W. Townsend, Director
/s/ RANDALL TAYLOR April 24, 1997
- --------------------------------------------
Randall Taylor, Director
</TABLE>
II-11
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Phoenix, State of Arizona
on April 24, 1997.
INTERNATIONAL CENTER FOR SAFETY
EDUCATION
By /s/ STANLEY P. DESJARDINS
------------------------------------
Stanley P. Desjardins, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Bradley P. Forst or Sean K. Nolen,
or either of them, as his attorney-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Registration Statement, including post-effective amendments and any and
all new registration statements filed pursuant to Rule 462 under the Securities
Act in connection with or related to the offering contemplated by this
Registration Statement, as amended, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each said attorney-in-fact
or his substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE AND TITLE DATE
- -------------------------------------------- --------------------------------------------
<S> <C>
/s/ STANLEY P. DESJARDINS April 24, 1997
- --------------------------------------------
Stanley P. Desjardins, President and
Director
/s/ BRADLEY P. FORST April 24, 1997
- --------------------------------------------
Bradley P. Forst, Secretary
/s/ SEAN K. NOLEN April 24, 1997
- --------------------------------------------
Sean K. Nolen, Treasurer
/s/ DONALD W. TOWNSEND April 24, 1997
- --------------------------------------------
Donald W. Townsend, Director
</TABLE>
II-12
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Phoenix, State of Arizona
on April 24, 1997.
SIMULA TRANSPORTATION EQUIPMENT
CORPORATION
By /s/ DONALD RUTTER
------------------------------------
Donald Rutter, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Bradley P. Forst or Sean K. Nolen,
or either of them, as his attorney-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Registration Statement, including post-effective amendments and any and
all new registration statements filed pursuant to Rule 462 under the Securities
Act in connection with or related to the offering contemplated by this
Registration Statement, as amended, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each said attorney-in-fact
or his substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE AND TITLE DATE
- -------------------------------------------- --------------------------------------------
<S> <C>
/s/ DONALD RUTTER April 24, 1997
- --------------------------------------------
Donald Rutter, President and Director
/s/ INAM KHAN April 24, 1997
- --------------------------------------------
Inam Khan, Secretary, Treasurer
/s/ BRADLEY P. FORST April 24, 1997
- --------------------------------------------
Bradley P. Forst, Assistant Secretary and
Director
/s/ SEAN K. NOLEN April 24, 1997
- --------------------------------------------
Sean K. Nolen, Vice President, Assistant
Treasurer
/s/ DONALD W. TOWNSEND April 24, 1997
- --------------------------------------------
Donald W. Townsend, Director
</TABLE>
II-13
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Phoenix, State of Arizona
on April 24, 1997.
AIRLINE INTERIORS, INC.
By /s/ WILLIAM BEASLEY
------------------------------------
William Beasley, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Bradley P. Forst or Sean K. Nolen,
or either of them, as his attorney-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Registration Statement, including post-effective amendments and any and
all new registration statements filed pursuant to Rule 462 under the Securities
Act in connection with or related to the offering contemplated by this
Registration Statement, as amended, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each said attorney-in-fact
or his substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE AND TITLE DATE
- -------------------------------------------- --------------------------------------------
<S> <C>
/s/ WILLIAM BEASLEY April 24, 1997
- --------------------------------------------
William Beasley, Chief Operating Officer and
Director
/s/ BRUCE MERATI April 24, 1997
- --------------------------------------------
Bruce Merati, Secretary, Treasurer
/s/ BRADLEY P. FORST April 24, 1997
- --------------------------------------------
Bradley P. Forst, Assistant Secretary
/s/ SEAN K. NOLEN April 24, 1997
- --------------------------------------------
Sean K. Nolen, Assistant Treasurer
/s/ DONALD RUTTER April 24, 1997
- --------------------------------------------
Donald Rutter, Director
/s/ RANDALL TAYLOR APRIL 24, 1997
- --------------------------------------------
RANDALL TAYLOR, DIRECTOR
</TABLE>
II-14
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Phoenix, State of Arizona
on April 24, 1997.
COACH & CAR EQUIPMENT CORPORATION
By /s/ EUGENE GERMAINE
------------------------------------
Eugene Germaine, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Bradley P. Forst or Sean K. Nolen,
or either of them, as his attorney-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Registration Statement, including post-effective amendments and any and
all new registration statements filed pursuant to Rule 462 under the Securities
Act in connection with or related to the offering contemplated by this
Registration Statement, as amended, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each said attorney-in-fact
or his substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE AND TITLE DATE
- -------------------------------------------- --------------------------------------------
<S> <C>
/s/ EUGENE GERMAINE April 24, 1997
- --------------------------------------------
Eugene Germaine, President and Secretary
/s/ BRADLEY P. FORST April 24, 1997
- --------------------------------------------
Bradley P. Forst, Assistant Secretary
/s/ SEAN K. NOLEN April 24, 1997
- --------------------------------------------
Sean K. Nolen, Treasurer
/s/ DONALD RUTTER April 24, 1997
- --------------------------------------------
Donald Rutter, Director
/s/ RANDALL TAYLOR April 24, 1997
- --------------------------------------------
Randall Taylor, Director
/s/ DONALD W. TOWNSEND April 24, 1997
- --------------------------------------------
Donald W. Townsend, Director
</TABLE>
II-15
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Phoenix, State of Arizona
on April 24, 1997.
AIRCRAFT INDUSTRIES CORPORATION
By /s/ DONALD RUTTER
------------------------------------
Donald Rutter, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Bradley P. Forst or Sean K. Nolen,
or either of them, as his attorney-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Registration Statement, including post-effective amendments and any and
all new registration statements filed pursuant to Rule 462 under the Securities
Act in connection with or related to the offering contemplated by this
Registration Statement, as amended, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each said attorney-in-fact
or his substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE AND TITLE DATE
- -------------------------------------------- --------------------------------------------
<S> <C>
/s/ DONALD RUTTER April 24, 1997
- --------------------------------------------
Donald Rutter, Chief Operating Officer and
Director
/s/ CAROL SANCHEZ April 24, 1997
- --------------------------------------------
Carol Sanchez, Secretary, Treasurer
/s/ JOSEPH APPELMAN April 24, 1997
- --------------------------------------------
Joseph Appelman, General Manager
/s/ BRADLEY P. FORST April 24, 1997
- --------------------------------------------
Bradley P. Forst, Assistant Secretary
/s/ SEAN K. NOLEN April 24, 1997
- --------------------------------------------
Sean K. Nolen, Assistant Treasurer and
Director
/s/ DONALD W. TOWNSEND April 24, 1997
- --------------------------------------------
Donald W. Townsend, Director
</TABLE>
II-16
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Phoenix, State of Arizona
on April 24, 1997.
INTAERO, LTD.
By /s/ DONALD RUTTER
------------------------------------
Donald Rutter, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Bradley P. Forst or Sean K. Nolen,
or either of them, as his attorney-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Registration Statement, including post-effective amendments and any and
all new registration statements filed pursuant to Rule 462 under the Securities
Act in connection with or related to the offering contemplated by this
Registration Statement, as amended, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each said attorney-in-fact
or his substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE AND TITLE DATE
- -------------------------------------------- --------------------------------------------
<S> <C>
/s/ DONALD RUTTER April 24, 1997
- --------------------------------------------
Donald Rutter, President and Director
/s/ INAM KHAN April 24, 1997
- --------------------------------------------
Inam Khan, Secretary, Treasurer
/s/ JAMES CAIN April 24, 1997
- --------------------------------------------
James Cain, General Manager
/s/ BRADLEY P. FORST April 24, 1997
- --------------------------------------------
Bradley P. Forst, Assistant Secretary and
Director
/s/ SEAN K. NOLEN April 24, 1997
- --------------------------------------------
Sean K. Nolen, Assistant Treasurer and
Director
/s/ DONALD W. TOWNSEND April 24, 1997
- --------------------------------------------
Donald W. Townsend, Director
</TABLE>
II-17
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Phoenix, State of Arizona
on April 24, 1997.
VIATECH, INC.
By /s/ HARRY JONES
------------------------------------
Harry Jones, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Bradley P. Forst or Sean K. Nolen,
or either of them, as his attorney-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Registration Statement, including post-effective amendments and any and
all new registration statements filed pursuant to Rule 462 under the Securities
Act in connection with or related to the offering contemplated by this
Registration Statement, as amended, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each said attorney-in-fact
or his substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE AND TITLE DATE
- -------------------------------------------- --------------------------------------------
<S> <C>
/s/ HARRY JONES April 24, 1997
- --------------------------------------------
Harry Jones, President, and Chief Operating
Officer
/s/ DONALD W. TOWNSEND April 24, 1997
- --------------------------------------------
Donald W. Townsend, Secretary, Treasurer and
Director
/s/ BRADLEY P. FORST April 24, 1997
- --------------------------------------------
Bradley P. Forst, Assistant Secretary
/s/ SEAN K. NOLEN April 24, 1997
- --------------------------------------------
Sean K. Nolen, Assistant Treasurer
/s/ STANLEY P. DESJARDINS April 24, 1997
- --------------------------------------------
Stanley P. Desjardins, Director
</TABLE>
II-18
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Phoenix, State of Arizona
on April 24, 1997.
SIMULA AUTOMOTIVE SAFETY DEVICES
(ASD-Simula), INC.
By /s/ JAMES SAUNDERS
------------------------------------
James Saunders, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Bradley P. Forst or Sean K. Nolen,
or either of them, as his attorney-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Registration Statement, including post-effective amendments and any and
all new registration statements filed pursuant to Rule 462 under the Securities
Act in connection with or related to the offering contemplated by this
Registration Statement, as amended, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each said attorney-in-fact
or his substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE AND TITLE DATE
- -------------------------------------------- --------------------------------------------
<S> <C>
/s/ JAMES SAUNDERS April 24, 1997
- --------------------------------------------
James Saunders, President, Chief Operating
Officer, and Director
/s/ BRADLEY P. FORST April 24, 1997
- --------------------------------------------
Bradley P. Forst, Secretary
/s/ SEAN K. NOLEN April 24, 1997
- --------------------------------------------
Sean K. Nolen, Treasurer and Director
/s/ DONALD W. TOWNSEND April 24, 1997
- --------------------------------------------
Donald W. Townsend, Director
/s/ RANDALL TAYLOR April 24, 1997
- --------------------------------------------
Randall Taylor, Director
</TABLE>
II-19
<PAGE> 1
[STREICH LANG LETTERHEAD]
April __, 1997
EXHIBIT 5.1
Simula, Inc.
2700 North Central Avenue, Suite 1000
Phoenix, Arizona 85004
Re: Simula, Inc. Amendment No. 3 to Registration
Statement on Form S-3 (Reg. No. 333-13499)
Ladies and Gentlemen:
We have acted as special counsel to Simula, Inc., an Arizona corporation
(the "Company"), and Simula, Inc., an Arizona corporation, Simula Holdings,
Inc., an Arizona corporation, Simula Government Products, Inc., an Arizona
corporation, Simula Technologies, Inc., an Arizona corporation, Safety
Equipment, Inc., an Arizona corporation, Sedona Scientific, Inc., an Arizona
corporation, International Center for Safety Education, Inc., an Arizona
corporation, Simula Transportation Equipment Corporation, an Arizona
corporation, Airline Interiors, Inc., an Arizona corporation, Coach and Car
Equipment Corporation, an Arizona corporation, Artcraft Industries Corp., an
Arizona corporation, Intaero, Ltd., an Arizona corporation, Simula Automotive
Safety Devices, Inc., an Arizona corporation, and ViaTech, Inc., a Delaware
corporation, (collectively the "Subsidiary Guarantors"), in connection with the
public offering of $30,000,000 aggregate principal amount of the Company's __%
Senior Subordinated Convertible Notes due 2004 (the "Notes") which are to be
guaranteed fully and unconditionally, jointly and severally, by the Subsidiary
Guarantors (the guarantees of the Subsidiary Guarantors are collectively
referred to herein as the "Subsidiary Guarantees") pursuant to an Indenture, as
defined below. The Notes and the Subsidiary Guarantees are collectively referred
to herein as the "Securities."
The Securities are to be issued pursuant to an indenture (the
"Indenture") to be entered into among the Company, the Subsidiary Guarantors,
and Bank One Trust Company, NA as Trustee (the "Trustee").
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement on Form S-3 (Reg. No. 333-13499) as filed with the Securities and
Exchange Commission (the "Commission") on October 4, 1996 under the Act (the
"Registration Statement"); (ii) the form of Amendment No. 3 to the Registration
Statement ("Amendment No. 3") as proposed to be filed with the Commission on
April 21, 1997; (iii) the form of the Underwriting Agreement (the "Underwriting
Agreement") proposed to be entered into among the Company, as issuer, the
Subsidiary Guarantors, and HD Brous & Co., Inc., Brean Murray & Co., Inc., and
L.H. Friend, Weinress, Frankson & Presson, Inc., as underwriters (the
"Underwriters"), being filed as an exhibit to Amendment No. 3; (iv) the form of
the Indenture being filed as an exhibit to Amendment No. 3; (v) the form of the
Securities; (vi) the Articles of Incorporation of the Company and the Articles
and Certificate of Incorporation of the Subsidiary Guarantors, as currently in
effect; (vii) the By-Laws of the Company and the Subsidiary Guarantors, as
currently in effect; and (viii) certain resolutions of the Board of Directors of
the Company and the Subsidiary Guarantors, in each case, authorizing the
issuance and sale of the Securities, the issuance of the Subsidiary Guarantees
and issuance of shares (the "Shares") of Common Stock, par value $.01 per
share, of the Company upon conversion of the Notes into the Shares and related
matters. We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and the
Subsidiary Guarantors certificates of good standing for the Company and each
Subsidiary Guarantor, certificates of officers or other representatives of the
Company, the Subsidiary Guarantors and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.
<PAGE> 2
Based upon and subject to the foregoing and further subject to the
qualifications, assumptions and exceptions set forth below, we are of the
opinion that
1. the issuance and sale of the Notes and issuance of the Shares upon
conversion of the Notes will have been duly authorized by the Company and the
Subsidiary Guarantors;
2. the issuance of the Subsidiary Guarantees has been duly authorized
by each applicable Subsidiary Guarantor;
3. the Shares, when issued upon conversion of the Notes, will be
validly issued, fully paid and nonassessable; and
4. the Securities will be valid and binding obligations of the Company
and the Subsidiary Guarantors, and are enforceable against the Company and the
Subsidiary Guarantors in accordance with their terms, except to the extent that
(a) enforcement thereof may be limited by (1) bankruptcy, insolvency,
reorganization, moratorium, or other similar laws now or hereafter in effect
relating to creditors' rights generally, (2) fraudulent conveyance and/or
fraudulent transfers law including, without limitation, Sections 547, 548 or 550
of the Title 11 of the United States Code and/or the Uniform Fraudulent
Conveyance Act; and (3) general principles of equity, regardless of whether
enforceability is considered in a proceeding at law or in equity, and (b) the
indemnity provisions contained in the Indenture may be deemed unenforceable.
Certain of the remedial provisions in the Indenture may be further limited or
rendered unenforceable by applicable law, but such law does not in our opinion
make the remedies provided in the Indenture inadequate for the practical
realization of the benefits provided thereby, and (c) enforcement of the
subsidiary guarantees may be further limited by the application of general
principles of guarantyship and suretyship law.
The foregoing opinions are subject to the following assumptions,
receptions and qualifications:
(i) We have assumed (a) the legal capacity of all natural persons; (b)
the genuineness of all signatures; (c) the authenticity of all documents
submitted to us as originals; (d) the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies; and (e)
the authenticity of the originals of such latter documents.
(ii) In making our examination of documents executed or to be executed
by parties other than the Company and the Subsidiary Guarantors, we have assumed
that such parties had or will have the power, corporate or other, to enter into
and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity and binding effect
thereof.
(iii) As to any facts material to the opinions expressed in this letter
which we have not independently established or verified, we have relied upon
statements and representations of officers and other representatives of the
Company, the Subsidiary Guarantors and others.
(iv) Members of our firm are admitted to the bar in the State of
Arizona, and we do not express any opinion as to the laws of any other
jurisdiction, other than the laws of the United States of America to the extent
specifically referred to in this letter.
(v) The opinions expressed in this letter are based upon the law in
effect on the date hereof. In rendering these opinions, we undertake no
obligation to revise or supplement them if the present laws of Arizona, the
present applicable laws of the United States, or the present laws of any other
jurisdiction referred to herein are changed by legislative action, judicial
decision or otherwise.
(vi) We have assumed that (a) the Registration Statement has become
effective and the Indenture has been qualified under the Trust Indenture Act of
1939, as amended; (b) the interest rate, maturity, redemption and other terms of
the Securities as well as the price at which the Securities are to be sold to
the Underwriters pursuant to the Underwriting Agreement and other matters
relating to the issuance and sale of the Securities have been approved by the
Board of Directors of the Company and the Subsidiary Guarantors; (c) the
issuance of the Shares upon conversion of the Notes has been approved by the
Board of Directors of the Company; (d) the Indenture and the Underwriting
Agreement have been duly executed and delivered; (e) the certificates
representing the Shares have been duly executed, countersigned, registered and
delivered upon the conversion of the Notes into Shares in accordance with the
provisions of the Notes and the Indenture; and (f) the Securities have been duly
executed and authenticated in accordance with the terms of the Indenture and
delivered to and paid for by the Underwriters as contemplated by the
Underwriting Agreement.
(vii) There are no documents, agreements, understanding or
negotiations among the parties to the Securities and Indenture which would
expand, modify or otherwise affect the respective rights and obligations of the
parties set forth in the Securities and Indenture and the Securities and
Indenture completely and correctly set forth the intent of all parties thereto.
(viii) The representations, warranties and the recitals contained in
the Securities and the Indenture neither contain an untrue statement of a
material fact nor fail to state any material fact necessary to make the
statements therein not misleading as if made as of the date hereof.
(ix) No fraud exists with respect to the transactions or matters which
are the subject of the opinions herein.
(x) All conditions precedent to the consummation of the transactions
contemplated by the Securities and Indenture have been satisfied or waived.
We express no opinion as to (a) provisions related to the waiver of
rights or remedies (or the delay or omission of enforcement thereof) including,
without limitation, disclaimers, liability limitations, waivers or releases of
legal or equitable rights or discharge of defenses, (b) provisions relating
to the waiver of defenses or the benefit of statutes of limitations, (c)
provisions which purport to affect jurisdiction or venue or waive trial by
jury, and (d) authorization, execution, delivery and/or enforceability of the
Indenture, except to the limited extent necessary to render the opinion stated
above in subparagraph 4.
This opinion is given as of the date hereof. This opinion is limited to
the matters stated herein and no opinion is implied or may be inferred beyond
the matters expressly stated herein. The foregoing opinions are legal opinions
only, and do not constitute a guarantee or warranty of the matters discussed
herein.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm under the caption "Legal Matters" in the Registration Statement. In
giving this consent, we do not hereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.
Sincerely yours,
/s/ STREICH LANG,
a professional association
<PAGE> 1
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 5 of
Registration Statement No. 333-13499 of Simula, Inc. on Form S-3 of our report
dated March 20, 1997, appearing and incorporated by reference in the Form 10-K
of Simula, Inc. for the year ended December 31, 1996, and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
DELOITTE & TOUCHE LLP
Phoenix, Arizona
April 24, 1997
