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As filed with the Securities and Exchange Commission on November , 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KELLSTROM INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3753725
(State or other juris- (I.R.S. Employer
diction of incorporation Identification
or organization) Number)
14000 N.W. 4TH STREET
SUNRISE, FLORIDA 33325
(954) 845-0427
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
KELLSTROM INDUSTRIES, INC.
1996 STOCK OPTION PLAN
(full title of the plan)
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ZIVI R. NEDIVI
PRESIDENT AND CHIEF EXECUTIVE OFFICER
KELLSTROM INDUSTRIES, INC.
14000 N.W. 4TH STREET
SUNRISE, FLORIDA 33325
(954) 845-0427
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies of all communications, including all communications sent to
the agent for service, should be sent to:
RICHARD H. GILDEN, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 318-3000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of Securities to be Amount to be offering price per aggregate offering Amount of
registered registered (1) unit (2) price (2) registration fee
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<S> <C> <C> <C> <C>
Common Stock $.001 par
value per share........... 1,100,000 shares $26.125 $28,737,500 $8,709
===================================================================================================================================
</TABLE>
(1) SHARE ISSUABLE PURSUANT TO THE KELLSTROM INDUSTRIES, INC. 1996 STOCK
OPTION PLAN. PURSUANT TO RULE 416, THIS REGISTRATION STATEMENT ALSO COVERS SUCH
ADDITIONAL SECURITIES AS MAY BECOME ISSUABLE TO PREVENT DILUTION RESULTING FROM
STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR TRANSACTIONS.
(2) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
PURSUANT TO RULE 457(h).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Kellstrom Industries, Inc.
(the "Company") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996.
(b) The Company's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended March 31, 1997, June 30, 1997 and September 30, 1997.
(c) The Company's Current Report on Form 8-K filed January 24, 1997, as
amended on Form 8-K/A filed March 7, 1997 and on Form 8-K/A(2) filed on March
31, 1997.
(d) The Company's Current Report on Form 8-K filed September 23, 1997,
as amended on Form 8-K/A filed November 25, 1997.
(e) The description of the Company's Common Stock contained in Item 1
of the Company's Registration Statement on Form 8-A, dated April 1, 1994.
In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment indicating that all of the securities offered hereunder have been sold
or deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement 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 subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The General Corporation Law of the State of Delaware (the
"GCL") authorizes Delaware corporations to eliminate or limit the personal
liability of a director to the corporation or a stockholder for monetary damages
for breach of certain fiduciary duties as a director, other than his duty of
loyalty to the corporation and its stockholders, or for acts or omissions not in
good faith or involving intentional misconduct or knowing violation of law, and
the unlawful purchase or redemption of stock or payment of unlawful dividends or
the receipt of improper benefits. The Company's Restated Certificate of
Incorporation, as amended (the "Certificate of Incorporation"), includes a
provision eliminating such personal liability. The Certificate of Incorporation,
as well as the By-Laws of the Company, provide for the indemnification of the
officers and directors of the Company to the fullest extent permitted under the
GCL. In addition, the Company has executed agreements with the officers and
directors of the Company that require the Company to indemnify such individuals
for liabilities incurred by them because of an act, omission, neglect or breach
of duty committed while acting in the capacity of an officer or director.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Securities Act") may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing provisions, the
Company 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
4 -- Kellstrom Industries, Inc. 1996 Stock Option Plan
(incorporated by reference to Exhibit 10.24 to the Annual
Report on Form 10-KSB filed with the Commission on March 31,
1997)
5 -- Opinion of Fulbright & Jaworski L.L.P.
23(a) -- Consent of KPMG Peat Marwick LLP.
(b) -- Consent of KPMG Peat Marwick LLP.
(c) -- Consent of Ernst & Young, LLP.
(d) -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5).
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24 -- Power of Attorney (included in signature page).
ITEM 9. UNDERTAKINGS
(a) 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:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
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(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 of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, 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 of 1933 and
is, therefore, unenforceable. In the event 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 of the registrant in connection with the securities being
registered, 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 of
1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Sunrise, State of Florida on November , 1997.
KELLSTROM INDUSTRIES, INC.
/s/ Zivi R. Nedivi
By:_______________________________________
Zivi R. Nedivi
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below and on the following page constitutes and appoints Zivi
R. Nedivi and Michael Wallace as his true and lawful attorneys-in-fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, including post-effective
amendments, and to file the same, with all exhibits thereto, and all documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority of 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, and hereby ratifies and confirms all that said
attorneys-in-fact and agents, each acting alone, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Zivi R. Nedivi President, Chief November 26, 1997
________________________ Executive Officer
Zivi R. Nedivi and Director
(Principal Executive Officer)
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/s/ Yoav Stern Chairman of the Board November 26, 1997
________________________ of Directors
Yoav Stern
/s/ Michael Wallace Chief Financial Officer November 26, 1997
________________________ (Principal Financial and
Michael Wallace Accounting Officer)
/s/ David Jan Mitchell Director November 26, 1997
________________________
David Jan Mitchell
/s/ John S. Gleason Executive Vice President, November 26, 1997
________________________ Treasurer and Director
John S. Gleason
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description Page No.
- ------- ----------- --------
<C> <S> <C>
4 Kellstrom Industries, Inc. 1996 Stock Option Plan
(incorporated by reference to Exhibit 10.24 to the Annual
Report on Form 10-KSB filed with the Commission on
March 31, 1997)
5 Opinion of Fulbright & Jaworski L.L.P.
23(a) Consent of KPMG Peat Marwick LLP.
(b) Consent of KPMG Peat Marwick LLP
(c) Consent of Ernst & Young, LLP.
(d) Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5).
24 Power of Attorney (see signature page).
</TABLE>
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EXHIBIT 5
November 26, 1997
Kellstrom Industries, Inc.
14000 N.W. 4th Street
Sunrise, Florida 33325
Dear Sirs:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), on behalf of Kellstrom
Industries, Inc. (the "Company"), relating to 1,100,000 shares of the Company's
Common Stock, $.001 par value per share (the "Shares"), to be issued under the
Company's 1996 Stock Option Plan (the "Plan").
As counsel for the Company, we have examined such corporate records,
other documents, and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion, all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Shares
pursuant to the Plan and that the Shares being registered pursuant to the
Registration Statement, when issued and paid for under the Plan in accordance
with the terms of the Plan, will be duly authorized, validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not be construed as an admission that we
are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act.
Very truly yours,
Fulbright & Jaworski L.L.P.
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Kellstrom Industries, Inc.:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Kellstrom Industries, Inc. of our report dated March 10, 1997, relating
to the consolidated balance sheets of Kellstrom Industries, Inc. as of December
31, 1996, and 1995 and the related consolidated statements of earnings,
stockholders' equity and cash flows for each of the years in the two-year period
ended December 31, 1996, which report appears in the December 31, 1996 annual
report on Form 10-KSB of Kellstrom Industries, Inc. and of our report dated
November 3, 1997 relating to the balance sheet of Aero Support USA, Inc. as of
December 31, 1996 and the related statement of earnings and retained earnings
and cash flows for the year then ended.
KPMG PEAT MARWICK LLP
Ft. Lauderdale, Florida
November 21, 1997
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EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Kellstrom Industries, Inc.:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Kellstrom Industries, Inc. of our report dated February 21, 1997,
relating to the combined balance sheet of International Aircraft Support
as of December 31, 1996, and the related combined statements of income and
retained earnings and cash flows for the year then ended, which report appears
in the December 31, 1996 annual report on Form 10-KSB of Kellstrom Industries,
Inc.
KPMG PEAT MARWICK LLP
San Francisco, California
November 21, 1997
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EXHIBIT 23(c)
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
Kellstrom Industries, Inc.
We consent to incorporation by reference in the Registration Statement on Form
S-8 pertaining to the 1996 Stock Option Plan of Kellstrom Industries, Inc. of
our report dated March 21, 1996, with respect to the combined financial
statements of International Aircraft Support, Inc. as of December 31, 1995,
and for the year then ended, included in the December 31, 1996 annual report on
Form 10-KSB of Kellstrom Industries, Inc. filed with the Securities and Exchange
Commission.
ERNST & YOUNG, LLP
San Francisco, California
November 21, 1997
