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As filed with the Securities and Exchange Commission on January 30, 1997
Registration No. 333-
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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.
1995 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)
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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
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED (1) PER UNIT (2) OFFERING PRICE (2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
COMMON STOCK $.001 PAR
VALUE PER
SHARE................... 250,000 SHARES $5.00 $1,250,000 $378.78
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(1) 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), WITH OPTIONS FOR 250,000 SHARES HAVING BEEN GRANTED AT
AN EXERCISE PRICE OF $5.00 PER SHARE.
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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, 1995.
(b) The Company's Quarterly Report on Form 10-QSB for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996.
(c) The Company's Current Report on Form 8-K, dated April 23, 1996.
(d) 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, 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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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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 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 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
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<C> <S>
4 -- Kellstrom Industries, Inc. 1995 Stock Option Plan (incorporated by
reference to Appendix C of the Proxy Statement of Kellstrom
Industries, Inc. (formerly Israel Tech Acquisition Corp.) used in
connection with the Special Meeting of Shareholders of Kellstrom
Industries, Inc. on June 22, 1995, as filed with the Commission on
May 12, 1995).
5 -- Opinion of Fulbright & Jaworski L.L.P.
23(a) -- Consent of KPMG Peat Marwick LLP.
(b) -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5).
24 -- Power of Attorney (included in signature page).
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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 dates 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 January 30, 1997.
KELLSTROM INDUSTRIES, INC.
By: /s/ Zivi R. Nedivi
________________________________
Zivi R. Nedivi
President and Chief Operating 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 John S. Gleason 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 to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, 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.
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Signature Title Date
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<S> <C> <C>
/s/ Zivi R. Nedivi
________________________ President, Chief January 30, 1997
Zivi R. Nedivi Executive Officer
and Director
(Principal Executive Officer)
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<S> <C> <C>
/s/ Yoav Stern
________________________ Co-Chairman of the Board January 30, 1997
Yoav Stern of Directors
/s/ John S. Gleason
________________________ Chief Financial Officer, January 30, 1997
John S. Gleason Treasurer (Principal
Financial and Accounting
Officer)
/s/ David Jan Mitchell
________________________ Director January 30, 1997
David Jan Mitchell
/s/ Thomas McMillen
________________________ Director January 30, 1997
Thomas McMillen
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit
No. Description Page No.
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<C> <S> <C>
4 Kellstrom Industries, Inc. 1995 Stock Option Plan (incorporated by
reference to Appendix C of the Proxy Statement of Kellstrom
Industries, Inc. (formerly Israel Tech Acquisition Corp.) used in
connection with the Special Meeting of Shareholders of Kellstrom
Industries, Inc. on June 22, 1995, as filed with the Commission on
May 12, 1995).
5 Opinion of Fulbright & Jaworski L.L.P.
23(a) Consent of KPMG Peat Marwick LLP.
(b) Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5).
24 Power of Attorney (see signature page).
</TABLE>
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[LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P.]
January 30, 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 250,000 shares of the Company's
Common Stock, $.001 par value per share (the "Shares"), to be issued under the
Company's 1995 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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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To 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 26, 1996,
relating to the balance sheets of Kellstrom Industries, Inc. as of December 31,
1995, and 1994, and the related statements of operations, stockholders' equity
and cash flows for the year ended December 31, 1995 and the period from
December 28, 1993 (inception) to December 31, 1994, which report appears in the
December 31, 1995 annual report on Form 10-KSB of Kellstrom Industries, Inc.
KPMG PEAT MARWICK LLP
Miami, Florida
January 30, 1997
