As filed with the Securities and Exchange Commission on September 6, 1996.
Registration No. 33-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
GREENWICH AIR SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 58-1758941
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
P.O. BOX 522187
4590 N.W. 36TH STREET
MIAMI, FLORIDA 33122
(305) 526-7000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
GREENWICH AIR SERVICES, INC. 1992 EMPLOYEE STOCK OPTION PLAN
STOCK OPTION GRANTED TO CHESTERFIELD SMITH
STOCK OPTION GRANTED TO CHARLES A. GABRIEL
STOCK OPTION GRANTED TO CHARLES J. SIMONS
(FULL TITLE OF THE PLAN)
DARD F. STAGG
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
GREENWICH AIR SERVICES, INC.
4590 N.W. 36TH STREET
MIAMI, FLORIDA 33122
(305) 526-7000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------
COPIES TO:
HOWARD E. TURNER, ESQ.
SMITH, GAMBRELL & RUSSELL
SUITE 3100, PROMENADE II
1230 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30383-2501
(404) 815-3500
------------
<PAGE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed
Title of Proposed maximum Maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per unit price fee
- --------------------------------------------------------------------------------
Class B 165,250 shares (1) $18.75 (2) $3,098,438 (2) $1069
Common Stock,
par value $.01
per share 225,350 shares (3) $9.897 (4) $2,230,289 $ 769
(1) Shares available for grant as of September 6, 1996 under the Greenwich Air
Services, Inc. 1992 Employee Stock Option Plan (the "Plan").
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to the provisions of Rule 457(c) & (h)(1) under the Securities Act of
1933, as amended (the "Securities Act"). Based on prices on the NASDAQ National
Market System on September 3, 1996, as reported in THE WALL STREET JOURNAL.
(3) Shares subject to options outstanding as of September 6, 1996 under Stock
Option granted to Chesterfield Smith (5,000 shares), Stock Option granted to
Charles A. Gabriel (2,100 shares), Stock Option granted to Charles J. Simons
(5,000 shares), and the Plan (213,250 shares).
(4) Weighted average per share adjusted exercise price of options referenced
in footnote (3) above.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference in this Registration
Statement and its Prospectus the following documents:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995, filed with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13 of the Securities Exchange Act of 1934 (the
"Exchange Act");
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended December 31, 1995, March 31, 1996, and June 30, 1996;
(c) The description of the Company's Class B Common Stock included in
its Registration Statement on Form 8-A filed on April 30, 1996 with the
Commission pursuant to Section 12(g) of the Exchange Act; and
(d) All 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 have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this prospectus and to be a part hereof from
the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall be deemed, except
as so modified and superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities offered is registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
3
<PAGE>
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws, as amended to date, provide for indemnification of
officers and directors of the Registrant to the fullest extent permitted by the
Delaware General Corporation Law ("DGCL"), including under Section 145 of the
DGCL. Section 145 of the DGCL generally grants corporations the power to
indemnify their directors, officers, employees and agents of a corporation in
accordance with the provisions thereof. The Amended and Restated Certificate of
Incorporation contains provisions that eliminate the personal liability of each
director and officer to the Registrant or its stockholders for monetary damages
for breach of fiduciary duty as a director or officer, except (i) for breaches
of such director's or officer's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, or (iv) for any transaction from which such director or officer
derived an improper personal benefit.
The Registrant has entered into Indemnification Agreements with each of
its directors and executive officers pursuant to which the Registrant has agreed
to indemnify such persons against certain claims brought against them as a
result of serving in such capacities. The Indemnification Agreements provide
that generally the Registrant will reimburse the director/executive officer for
all costs and expenses incurred in defending or investigating an indemnified
claim, in advance of the final disposition thereof. The Indemnification
Agreements also provide that the director/executive officer will repay the
Registrant for any costs or expenses advanced if it is ultimately determined by
a court of competent jurisdiction in a final, non-appealable adjudication, that
the director/executive officer is not entitled to indemnification under the
terms of the Indemnification Agreement.
The Registrant also has in place a Directors and Officers liability
insurance policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
5.1 Opinion of Smith, Gambrell & Russell
23.1 Consent of Smith, Gambrell & Russell, included in
Exhibit 5.1
23.2 Consent of Deloitte & Touche LLP
99.1 Greenwich Air Services, Inc. 1992 Stock Option Plan
99.2 Amendment No. 1 to Greenwich Air Services, Inc. 1992 Stock
Option Plan
4
<PAGE>
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement 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;
(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 therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof; and
(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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit 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 therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions of the Company's By-Laws, or otherwise, the
Company has been advised that in the opinion of the 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 Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
5
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE 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 ON FORM S-8 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED IN THE CITY OF MIAMI, STATE OF FLORIDA, ON SEPTEMBER 6, 1996.
By: /s/ EUGENE P. CONESE
---------------------------
Eugene P. Conese
Chairman and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT ON FORM S-8 HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
SIGNATURES CAPACITY DATE
---------- -------- ----
/s/ EUGENE P. CONESE Chairman, Chief Executive September 6, 1996
- ------------------------- Officer and Director
Eugene P. Conese (Principal Executive Officer)
/s/ EUGENE P. CONESE, JR. President, Chief Operating September 6, 1996
- -------------------------- Officer and Director
Eugene P. Conese, Jr.
/s/ ROBERT J. VANARIA Senior Vice President of September 6, 1996
- -------------------------- Administration and Chief
Robert J. Vanaria Financial Officer (Principal
Financial Officer)
/s/ ORLANDO M. MACHADO Vice President of Finance September 6, 1996
- -------------------------- (Principal Accounting
Orlando M. Machado Officer)
/s/ CHARLES A. GABRIEL Director September 6, 1996
- --------------------------
General Charles A. Gabriel
/s/ CHARLES J. SIMONS Director September 6, 1996
- --------------------------
Charles J. Simons
/s/ CHESTERFIELD SMITH Director September 6, 1996
- --------------------------
Chesterfield Smith
6
<PAGE>
INDEX TO EXHIBITS
-----------------
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
5.1 Opinion of Smith, Gambrell & Russell
23.1 Consent of Smith, Gambrell & Russell, included in
Exhibit 5.1
23.2 Consent of Deloitte & Touche LLP
99.1 Greenwich Air Services, Inc.
1992 Stock Option Plan (c/k/a the Greenwich Air
Services, Inc. 1992 Employee Stock Option Plan)
99.2 Amendment No. 1 to Greenwich Air Services, Inc.
1992 Stock Option Plan
7
EXHIBIT 5.1
<PAGE>
SMITH, GAMBRELL & RUSSELL
Attorneys At Law
Suite 3100, Promenade II
1230 Peachtree Street, N. E.
Atlanta, Georgia 30309-3592
September 6, 1996
Board of Directors
Greenwich Air Services, Inc.
4590 N.W. 36th Street
Miami, Florida 33122
Re: Greenwich Air Services, Inc. Registration
Statement on Form S-8 for
Greenwich Air Services, Inc.1992 Employee Incentive and Non-Qualified
Stock Option Plan, No. 33-____________
Gentlemen:
In connection with the registration of (i) 378,500 shares of the Class B
Common Stock, par value $.01 (the "Class B Common Stock") of Greenwich Air
Services, Inc. (the "Company") issuable on or after May 8, 1996 under the
Company's 1992 Employee Stock Option Plan, and (ii) an aggregate of 12,100
shares of Class B Common Stock issuable under stock option agreements granted to
Chesterfield Smith, Charles A. Gabriel and Charles J. Simons, we have examined
the following:
1. A copy of Registration Statement No. 33-____________ to be filed
with the Securities and Exchange Commission on or about September 6,
1996, and the Exhibits to be filed with and as a part of said
Registration Statement;
2. A copy of the Amended and Restated Certificate of Incorporation of
the Company as referred to in said Registration Statement;
3. A copy of the Amended and Restated By-Laws of the Company as
referred to in said Registration Statement;
4. Copies of the minutes of meetings of the Board of Directors of the
Company or committees thereof, and oral and/or written confirmations
deemed by us to be relevant to this opinion.
Further in connection with this matter, we have reviewed certain of the
Company's proceedings with respect to the authorization of the issuance of such
Securities and with respect to the filing of said Registration Statement.
Based on the foregoing, it is our opinion that:
(i) the Company is a corporation in good standing, duly organized and
validly existing under the laws of the State of Delaware;
<PAGE>
Board of Directors
September 6, 1996
Page 2
(ii) the necessary corporate proceedings and actions legally required for
the registration of the Class B Common Stock have been held and
taken;
(iii) the issuance and sale of the Class B Common Stock has been duly and
validly authorized; and
(iv) the shares of Class B Common Stock of the Company when issued will
be fully paid, non-assessable and free of preemptive rights.
We consent to the filing of this opinion as an Exhibit to the
aforementioned Registration Statement on Form S-8. In giving this consent, we do
not thereby admit we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
SMITH, GAMBRELL & RUSSELL
/s/ HOWARD E. TURNER
-------------------------
Howard E. Turner
EXHIBIT NO. 23.2
<PAGE>
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this Registration Statement of
Greenwich Air Services, Inc. on Form S-8 of our report dated December 18, 1995
appearing in the Annual Report on Form 10-K of Greenwich Air Services, Inc. for
the year ended September 30, 1995.
Deloitte & Touche LLP
/s/ DELOITTE & TOUCHE LLP
--------------------------
September 3, 1996
Miami, Florida
EXHIBIT 99.1
<PAGE>
GREENWICH AIR SERVICES, INC.
1992 STOCK OPTION PLAN
1. PURPOSES
The purposes of the Greenwich Air Services, Inc. 1992 Stock Option Plan
(the "Plan") are to aid Greenwich Air Services, Inc. (the "Company") and its
subsidiaries in attracting and retaining highly capable employees and to enable
selected key employees of the Company and its subsidiaries to acquire or
increase ownership interest in the Company on a basis that will encourage them
to perform at increasing levels of effectiveness and use their best efforts to
promote the growth and profitability of the Company and its subsidiaries.
Consistent with these objectives, this Plan authorizes the granting to selected
key employees of options to acquire shares of the Company's Common Stock, par
value $.01 per share ("Common Stock"), pursuant to the terms and conditions
hereinafter set forth. As used herein the term "subsidiary" shall have the
meaning ascribed to the term "subsidiary corporation" under Section 425 of the
Internal Revenue Code of 1986, as amended (the "Code").
Options granted hereunder may be (i) "Incentive Options" (which term,
as used herein, shall mean options that are intended to be "incentive stock
options" within the meaning of Code Section 422), or (ii) "Nonqualified Options"
(which term, as used herein, shall mean options that are not intended to be
Incentive Options).
2. EFFECTIVE DATE
This Plan shall become effective on August 14, 1992 (the "Effective
Date").
3. ADMINISTRATION
(a) This Plan shall be administered by a committee (the "Committee")
consisting of two members of the Board of Directors of the Company (the "Board
of Directors"), who are selected by the Board of Directors. If, at any time,
there are less than two members of the Committee eligible to serve in such
capacity, the Board of Directors shall appoint one or more other eligible
members of the Board of Directors to serve on the Committee. All Committee
members shall serve, and may be removed, at the pleasure of the Board of
Directors. No Committee member shall be eligible to receive an option under the
Plan.
(b) A majority of the members of the Committee (but not less than
two) shall constitute a quorum, and any action taken by a majority of such
members present at any meeting at which a quorum is present, or acts approved in
writing by all such members, shall be the acts of the Committee.
(c) Subject to the other provisions of this Plan, the Committee
shall have full authority to decide the date or dates on which options
("Options") to acquire shares of Common Stock will be granted under this Plan
(the "Date of Grant"), to determine whether the Options to be granted shall be
Incentive Options or Nonqualified Options, or a combination of both, to select
the
<PAGE>
key employees to whom the Options will be granted and to determine the number of
shares of Common Stock to be covered by each Option, the price at which such
shares may be purchased upon the exercise of such Option (the "Option Exercise
Price") and other terms and conditions of such purchase. In making those
determinations, the Committee shall solicit the recommendations of the President
and Chairman of the Board of the Company and may take into account the key
employee's present and potential contributions to the Company's business and any
other factors which the Committee may deem relevant. Subject to the other
provisions of this Plan, the Committee shall also have full authority to
interpret this Plan and any stock Option agreements evidencing Options granted
hereunder, to issue rules for administering this Plan, to change, alter, amend
or rescind such rules, and to make all other determinations necessary or
appropriate for the administration of this Plan. All determinations,
interpretations and constructions made by the Committee pursuant to this Section
3 shall be final and conclusive. No member of the Board of Directors or the
Committee shall be liable for any action, determination or omission taken or
made in good faith with respect to this Plan or any Option granted hereunder.
4. ELIGIBILITY
Subject to the provisions of Section 7 below, key employees of the
Company and its subsidiaries (including officers and directors who are
employees) shall be eligible to receive Options under this Plan; PROVIDED,
HOWEVER, that no person shall be eligible to receive an Option while serving as
a member of the Committee.
5. OPTION SHARES
(a) The shares subject to Options granted under this Plan shall be
shares of Common Stock and, except as otherwise required or permitted by
Subsection 5(b) below, the aggregate number of shares with respect to which
Options may be granted shall not exceed 300,000 shares. If an Option expires,
terminates or is otherwise surrendered, in whole or in part, the shares
allocable to the unexercised portion of such Option shall again become available
for grants of Options hereunder. As determined from time to time by the Board of
Directors, the shares available under this Plan for grants of Options may
consist either in whole or in part of authorized but unissued shares of Common
Stock or shares of Common Stock which have been reacquired by the Company or a
subsidiary following original issuance.
(b) The aggregate number of shares of Common Stock as to which
Options may be granted hereunder, as provided in Subsection 5(a) above, the
number of shares covered by each outstanding Option and the Option Exercise
Price shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split or other
subdivision or consolidation of shares or other capital adjustment, or the
payment of a stock dividend; PROVIDED, HOWEVER, that any fractional shares
resulting from any such adjustment shall be eliminated.
(c) The aggregate fair market value, determined on the Date of Grant
(as such term is defined in Section 6(a) below), of the shares of stock with
respect to which Incentive Options are exercisable for the first time by an
Optionee (as such term as defined in Section 6 below) during
2
<PAGE>
any calendar year (under all incentive stock Option plans of the Company and its
subsidiaries) may not exceed $100,000.
6. TERMS AND CONDITIONS OF OPTIONS
The Committee may, in its discretion, grant to a key employee only
Incentive Options, only Nonqualified Options, or a combination of both, and each
Option granted shall be clearly identified as to its status. Each Option granted
pursuant to this Plan shall be evidenced by a stock Option agreement between the
Company and the key employee to whom the Option is granted (the "Optionee") in
such form or forms as the Committee, from time to time, shall prescribe, which
agreements need not be identical to each other but shall comply with and be
subject to the following terms and conditions:
(a) OPTION EXERCISE PRICE. The Option Exercise Price at which each
share of Common Stock may be purchased pursuant to an Option shall be determined
by the Committee, except that (i) the Option Exercise Price at which each share
of Common Stock may be purchased pursuant to an Incentive Option shall be not
less than 100% of the fair market value for each such share on the Date of Grant
of such incentive Option and (ii) the Option Exercise Price at which each share
of Common Stock may be purchased pursuant to a Non-Qualified Option shall not be
less than 85% of the fair market value for each share on the Date of Grant of
such Nonqualified Option. Anything Contained in this Section 6(a) to the
contrary notwithstanding, in the event that the number of shares of Common Stock
subject to any Option is adjusted pursuant to Section 5(b) above, a
corresponding adjustment shall be made in the Option Exercise Price per share.
(b) DURATION OF OPTIONS. The duration of each Option granted
hereunder shall be determined by the Committee, except that each incentive
Option granted hereunder shall expire and all rights to purchase shares of
Common Stock pursuant thereto shall cease on such date as is not later than
thirty (30) days following the fifth anniversary of the Date of Grant of the
Option (the "Expiration Date").
(c) VESTING OF OPTIONS. The vesting of each Option granted hereunder
shall be determined by the Committee. Only such vested portions of Options may
be exercised. Anything contained in this Section 6(c) to the contrary
notwithstanding, an Optionee shall become fully (100%) vested in each of his or
her Options upon his or her termination of employment with the Company or any of
its subsidiaries for reasons of death, disability or retirement. The Committee
shall, in its sole discretion, determine whether or not disability or retirement
has occurred.
(d) MERGER, CONSOLIDATION, ETC. In the event the Company shall,
pursuant to action by its Board of Directors, at any time propose to merge into,
consolidate with, or sell or otherwise transfer all or substantially all of its
assets to, another corporation and provision is not made pursuant to the terms
of such transaction for (i) the assumption by the surviving, resulting or
acquiring corporation of outstanding Options, (ii) the substitution of new
Options therefor, or (iii) the payment of cash or other consideration in respect
thereof, the Committee shall cause written
3
<PAGE>
notice of the proposed transaction to be given to each Optionee not less than 30
days prior to the anticipated effective date of the proposed transaction on a
date which the Committee shall specify in such notice, which date shall be not
less than 10 days prior to the anticipated effective date of the proposed
transaction, each Optionee's Options shall become fully (100%) vested and each
Optionee shall have the right to exercise his or her Options to purchase any or
all shares then subject to such Options. If the transaction is consummated, each
Option, to the extent not previously exercised prior to the effective date of
the transaction, shall terminate on such effective date. If the transaction is
abandoned or otherwise not consummated, then to the extent that any Option not
exercised prior to such abandonment shall have vested solely by operation of
this Section 6(d), such vesting shall be annulled and be of no further force or
effect and the vesting period set forth in Section 6(c) above shall be
reinstituted as of the date of such abandonment.
(e) EXERCISE OF OPTIONS. A person entitled to exercise an Option, or
any portion thereof, may exercise it (or such vested portion thereof), in whole
at any time, or in part from time to time, by delivering to the Company at its
principal office, directed to the attention of its President or such other duly
elected officer as shall be designated in writing by the Committee to the
Optionee, written notice specifying the number of shares of Common Stock with
respect to which the Option is being exercised, together with payment in full of
the Option Exercise Price for such shares. Such payment shall be made in cash or
by certified check or bank draft to the order of the Company; PROVIDED, HOWEVER,
that the Committee may, in its sole discretion, authorize such payment, in whole
or in part, in any other form, including payment by personal check or by the
exchange of shares of Common Stock of the Company previously acquired by the
person entitled to exercise the Option and having a fair market value on the
date of exercise equal to the price for which the shares of Common Stock may be
purchased pursuant to the Option.
4
<PAGE>
(f) NONTRANSFERABILITY. Options shall not be transferable other than
by will or the laws of descent and distribution and no Option may be exercised
by anyone other than the Optionee; PROVIDED, HOWEVER, that if the Optionee dies
or becomes incapacitated, the Option may be exercised by his or her estate,
legal representative or beneficiary, as the case may be, subject to all other
terms and conditions contained in this Plan.
(g) TERMINATION OF EMPLOYMENT. The following rules shall apply in
the event of an Optionee's termination of employment with the Company or any of
its subsidiaries:
(i) In the event of an Optionee's termination of Employment with
the Company or any of its subsidiaries either (1) by the Company
or any of its subsidiaries for Cause (as defined in any relevant
employment agreement to which Optionee is a party) or for fraud,
dishonesty, habitual drunkenness or drug use, or willful
disregard of assigned duties by such Optionee in the absence of
such an agreement, or (2) by the Optionee voluntarily otherwise
than at the end of an employment term under a relevant
employment agreement to which Optionee is a party and without
the written consent of the Company, then the Option shall
immediately terminate.
(ii) In the event of the Optionee's termination of employment with
the company or any of its subsidiaries for reason of retirement
or under circumstances other than those specified in subsection
(g) (i) immediately above, and for reasons other than death or
disability, the Option shall terminate three months after the
date of such termination of employment or on the Expiration
Date, whichever shall first occur; PROVIDED, however, that if
the Optionee dies within such 3-month period, the time period
set forth in subsection (g)(iii) immediately below shall apply.
(iii) In the event of the death or disability, of the Optionee
while the Optionee is employed by the Company or any of its
subsidiaries, the Option shall terminate on the first
anniversary of the Optionee's date of termination of employment,
or on the Expiration Date, whichever shall first occur.
(iv) Anything contained in this Section 6 to the contrary
notwithstanding, the Option may only be exercised following the
Optionee's termination of employment with the Company or any of
its subsidiaries for reasons other than death, disability or
retirement if, and to the extent that, the Option was
exercisable immediately prior to such termination of employment.
(v) The Optionee's transfer of employment between the Company and
any of its subsidiaries or between subsidiaries shall not
constitute a termination of employment and the Committee shall
determine in each case whether an authorized leave of absence
for military service or otherwise shall constitute a termination
of employment.
5
<PAGE>
(vi) Termination of the Optionee's employment shall not affect the
vesting schedule of the Optionee's Option.
(h) No Rights as Stockholder or to Continued Employment. No Optionee
shall have any rights as a stockholder of the Company with respect to any shares
covered by an Option prior to the date of issuance to such Optionee of the
certificate or certificates for such shares, and neither this Plan nor any
Option granted hereunder shall confer upon an Optionee any right to continuance
of employment by the Company or any of its subsidiaries or interferes in any way
with the right of the Company or of its subsidiaries to terminate the employment
of such Optionee.
(i) Each stock Option agreement shall specify whether the Options
granted thereunder are Incentive Options, Nonqualified Options, or a combination
of both.
7. TEN PERCENT STOCKHOLDERS
The Committee shall not grant an Incentive Option to an individual
who owns, at the time such Incentive Option is granted (directly or by
attribution pursuant to Section 425(d) of the Code), shares of capital stock of
the Company possessing more than 10% of the voting power of all classes of
capital stock of the Company unless, at the time such Incentive Option is
granted, the price at which each share of Common Stock may be purchased pursuant
to the Incentive Option is at least 110% of the fair market value of each such
share on the Date of Grant and such Incentive Option, by its terms, is not
exercisable after the expiration of five years from the Date of Grant.
8. ISSUANCE OF SHARES; RESTRICTIONS
(a) Subject to the conditions and restrictions provided in this
Section 8, the Company shall, within 20 business days after an Option has been
duly exercised in whole or in part, deliver to the person who exercised the
Option one or more certificates, registered in the name of such person, for the
number of shares of Common Stock with respect to which the Option has been
exercised. The Company may legend any stock certificate issued hereunder to
reflect any restrictions provided for in this Section 8.
(b) Unless the shares subject to Options granted under the
Plan have been registered under the Securities Act of 1933, as amended (the
"Act") (and, in the case of any Optionee who may be deemed an "affiliate" of the
Company as such term is defined in Rule 405 under the Act, such shares have been
registered under the Act for resale by the Optionee), or the Company has
determined that an exemption from registration under the Act is available, the
company may require prior to and as a condition of the issuance of any shares of
Common Stock, that the person exercising an Option hereunder (i) sign such
agreements with respect thereto as the company may require in any Option
Agreement by and between the Company and the Optionee, and (ii) furnish the
Company with a written representation in a form prescribed by the Committee to
the effect that such person is acquiring such shares solely with a view to
investment for his or her own account and not with a view to the resale or
distribution of all or any part thereof, and that such person will not dispose
of any of such shares otherwise than in accordance with the provisions of Rule
144 under
6
<PAGE>
the Act unless and until either the distribution of such shares is registered
under the Act or the Company is satisfied that an exemption from such
registration is available.
(c) Anything contained herein to the contrary notwithstanding,
the Company shall not be obliged to sell or issue any shares of Common Stock
pursuant to the exercise of an Option granted hereunder unless and until the
Company is satisfied that such sale or issuance complies with-all applicable
provisions of the Act and all other laws or regulations by which the Company is
bound or to which the Company or such shares are subject.
9. SUBSTITUTE OPTIONS
Anything contained herein to the contrary notwithstanding, Options may,
at the discretion of the Board of Directors, be granted under this Plan in
substitution for Options to purchase shares of capital stock of another
corporation which is merged into, consolidated with, or all or a substantial
portion of the property or stock of which is acquired by, the Company or a
subsidiary. The terms, provisions and benefits to Optionees of such substitute
Options shall in all respects be identical to the terms, provisions and benefits
to Optionees of the Options of the other corporation on the date of
substitution, except that such substitute Options shall provide for the purchase
of shares of Common Stock of the Company instead of shares of such either
corporation.
10. TERM OF THE PLAN
Unless the plan has been sooner terminated pursuant to Section 11
below, this Plan shall terminate on, and no Options shall be granted after, the
tenth anniversary of the Effective Date. The provisions of this Plan, however,
shall continue thereafter to govern all Options theretofore granted, until the
exercise, expiration or cancellation of such Options.
11. AMENDMENT AND TERMINATION OF PLAN
The Board of Directors at any time may terminate this Plan or amend it
from time to time in such respects as it deems desirable; PROVIDED, HOWEVER,
that, without the further approval of the stockholders of the Company in the
Section 2 hereof, no amendment shall (i) increase the maximum aggregate number
of shares of Common Stock with respect to which Options may be granted under
this Plan, or (ii) change the eligibility provisions of Section 4 hereof; and
provided, further, that, subject to the provisions of Section 6 hereof, no
termination of or amendment hereto shall adversely affect the rights of an
Optionee or other person holding an Option theretofore granted hereunder without
the consent of such Optionee or other person, as the case may be.
7
EXHIBIT 99.2
<PAGE>
AMENDMENT NO. 1 TO
GREENWICH AIR SERVICES, INC.
1992 STOCK OPTION PLAN
WHEREAS, the Board of Directors (the "Board of Directors") of Greenwich
Air Services, Inc. (the "Company") has previously adopted, and the stockholders
of the Company previously have approved that certain stock option plan known as
the Greenwich Air Services, Inc.1992 Stock Option Plan, such plan also known as
the Greenwich Air Services, Inc. 1992 Employee Incentive and Non-Qualified Stock
Option Plan, (the "Plan") pursuant to which options to purchase stock of the
Company may be issued to eligible employees of the Company; and
WHEREAS, the Company declared a stock dividend payable May 8, 1996 to
stockholders of record as of April 18, 1996 of one share of Class B Common Stock
for each share of Common Stock outstanding as of the record date and
reclassified each share of Common Stock outstanding as of the record date as
Class A Common Stock; and
WHEREAS, such dividend of Class B Common Stock was effected on May 8,
1996; and
WHEREAS, the Board of Directors deems it desirable to amend the Plan as
provided herein;
NOW, THEREFORE, the Plan is amended upon the terms and subject to the
conditions set forth herein:
ARTICLE I
TITLE. The title of the Plan shall be amended by deleting the words
comprising such title in their entirety and inserting in lieu thereof the words
"Greenwich Air Services, Inc. 1992 Employee Stock Option Plan."
AMENDMENT TO PLAN
Section 1. PURPOSE OF PLAN. Paragraph one of this section shall hereby be
amended by deleting the text therein in its entirety and inserting in lieu
thereof the following:
The purposes of the Greenwich Air Services, Inc. 1992 Employee Stock
Option Plan (the "Plan") (formerly known as the Greenwich Air Services, Inc.
1992 Employee Incentive and Non-Qualified Stock Option Plan or the Greenwich Air
Services, Inc. 1992 Stock Option Plan) are to aid Greenwich Air Services, Inc.
(the "Company") and its subsidiaries in attracting and retaining highly capable
employees and to enable selected key employees of the Company and its
subsidiaries to acquire or increase ownership interest in the Company on a basis
that will encourage them to perform at increasing levels of effectiveness and
use their best efforts to promote the growth and profitability of the Company
and its subsidiaries. Consistent with these objectives, this Plan authorizes the
granting to selected key employees of options ("Options") to acquire shares of
the Company's Class A Common Stock, par value $.01 per share (the "Class A
Common Stock"), the Company's Class B Common Stock, par value $.01 per share
(the "Class B Common Stock") or both pursuant to the terms and conditions
hereinafter set forth. The Class A Common Stock and the Class
<PAGE>
B Common Stock are sometimes collectively referred to hereinafter as the "Stock"
or the "Common Stock." As used herein the term "subsidiary" shall have the
meaning ascribed to the term "subsidiary corporation" under Section 425 of the
Internal Revenue Code of 1986, as amended (the "Code").
Section 5. OPTIONS SHARES. Paragraph (a) of this section shall hereby be
amended by deleting the text therein in its entirety and inserting in lieu
thereof the following:
(a) The shares subject to Options granted under this Plan shall be shares of
Common Stock and, except as otherwise required or permitted by Subsection
5(b) below, the aggregate number of shares with respect to which Options
may be granted shall not exceed 584,125 shares; PROVIDED HOWEVER, that the
total number of shares of Class A Common Stock issuable under this Plan
shall not exceed 184,375 shares and that the total number of shares of
Class B Common Stock issuable under this Plan shall not exceed 399,750
shares. If an Option for Class B Common Stock expires, terminates or is
otherwise surrendered, in whole or in part, the shares allocable to the
unexercised portion of such Option shall again become available for grants
of Options hereunder. If an Option for Class A Stock expires, terminates
or is otherwise surrendered, in whole or in part, the share allocable to
the unexercised portion of such option shall not be available for regrant
under the Plan.
In order to adjust for the stock dividend declared by the Board of
Directors on April 18, 1996, upon the exercise of options under this Plan
which were granted prior to May 9, 1996 and were outstanding on such date,
one share of Class A Common Stock and one share of Class B Common Stock
shall be issued for each such option exercised. WITH RESPECT TO OPTIONS
GRANTED ON AND SUBSEQUENT TO MAY 9, 1996, OPTIONS ONLY SHALL BE GRANTED
TO, AND ONLY SHALL ENTITLE THE HOLDER THEREOF TO, PURCHASE SHARES OF CLASS
B COMMON STOCK. As determined from time to time by the Board of Directors,
the shares available under this Plan for grants of Options may consist
either in whole or in part of authorized but unissued shares of Common
Stock or, in the case of Class B Common Stock, shares of Class B Common
Stock which have been reacquired by the Company or a subsidiary following
original issuance.
ARTICLE II
EFFECTIVE DATE OF AMENDMENT
The amendments effected hereby shall be effective as of the earlier of
July 26, 1996, the date on which this amendment was approved by the Board of
Directors, or such earlier date as specified herein, but subject to approval of
a majority of the shares of the voting stock of the Company entitled to vote
thereon represented in person and by proxy at a meeting of the stockholders of
the Company.
