[S]
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
The Fairchild Corporation
_____________________________
(Exact name of registrant as specified in its charter)
DELAWARE 34-0728587
_________________________________________________________________
(State or other jurisdiction of(IRS Employer
incorporation or organization)Identification No.)
300 West Service Road, Washington Dulles International Airport,
P.O. Box 10803, Chantilly, VA 20153
____________________________________________________________
(Address of Principal Executive Offices)
1996 NON-EMPLOYEE DIRECTORS
STOCK OPTION PLAN OF THE FAIRCHILD CORPORATION
(the "1996 NED Plan")
1986 NON-QUALIFIED & INCENTIVE
STOCK-OPTION PLAN OF THE FAIRCHILD CORPORATION
(the "1986 Plan")
____________________________________________________________
(Full title of the Plans -- Two Plans)
COLIN M. COHEN
Senior Vice President and Chief Financial Officer
c/o The Fairchild Corporation / Telephone (703) 478-5800
300 West Service Road, Washington Dulles International Airport,
P.O. Box 10803, Chantilly VA 20153
____________________________________________________________
(Name, address and telephone number of agent for service)
Copies to: Donald E. Miller, Esq.(General Counsel)
c/o The Fairchild Corporation / Telephone (703) 478-5800
300 West Service Road, Washington Dulles International Airport,
P.O. Box 10803, Chantilly VA 20153
The filing date of this document is November 26, 1996.
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
Class A
Common Stock, 1,879,797
par value shares $16.63 $31,261,024 $10,779.66
$0.10 (a) (b) (c) (d)
- -------------------
(a) This is the aggregate maximum number of shares of Class A
Common Stock remaining and authorized to be issued from the date
hereof through the full life of each plan, as follows: 1986 Plan,
1,629,797 shares; 1990 NED Plan, 250,000 shares; subject in each
case to adjustments for stock splits or other forms of
recapitalization.
(b) Represents the average of the high and low prices for The
Fairchild Corporation Class A Common Stock, as reported on the
consolidated system of the New York Stock Exchange on November
26, 1996 (a date five days within the filing date of this
Registration Statement).
(c) This amount is computed by multiplying 1,879,797 (a) times
$16.63 (b).
(d) This is one-twenty-ninth of one-percent of $31,261,024 (c).
_________________________________________________________________
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement consists of:
(1) PART 1-A: Information Required in the Section 10(a)
Prospectus.
(2) PART 1-B: Reoffer Prospectus Under Part I of Form S-3 for
Reoffers and Resales by Selling Stockholders.
(2) PART 2: Information Required in the Registration
Statement.
(3) PART 3: Exhibits
_________________________________________________________________
PART 1-A
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
This Registration Statement filed by The Fairchild Corporation, a
Delaware corporation (the "Company"), relates to the following
stock option plans (collectively, the "Plans"):
1 1996 Non-Employee Director Stock Option Plan of The Fairchild
Corporation (the "1996 NED Plan"), approved by the Stockholders on
November 21, 1996. The 1996 NED Plan provides for the issuance of
stock options for up to 250,000 shares of the Company's Class A
Common Stock, par value $0.10 per share (the "Class A Common
Stock").
2. 1986 Non-Qualified & Incentive Stock-Option Plan of The
Fairchild Corporation (the "1986 Plan"). The 1986 Plan was
originally adopted as of April 9, 1986, authorizing the issuance of
up to 4,320,000 shares of Class A Common Stock. The original
expiration date of the 1986 Plan was April 9, 1996. On May 23,
1996 the Company's Board of Directors amended the 1986 Plan to
extend the expiration date of such plan to April 9, 2006. Such
amendment was approved by the Company's Board on May 23, 1996, and
by the Company's Stockholders on November 21, 1996. As of the date
of such amendment, there remained 1,626,797 shares of Class A
Common Stock issuable under the 1986 Plan.
Document(s) containing the information specified in Form S-8, Part
I, Item 1, will be sent or given to participants in each of the
Plans as specified by Rule 428(b)(1). In accordance with the
instructions to Form S-8, such documents are not being filed with
the Securities and Exchange Commission.
Item 2. Registrant Information and Employee Plan Annual
Information.
Participants in each of the Plans are entitled to obtain
information about the respective Plans and about the Company,
consistent with the requirements of Rule 428(b). The Company shall
advise participants of each of the Plans, in writing, of the
address for such information.
_________________________________________________________________
PART 1-B: REOFFER PROSPECTUS UNDER PART I OF FORM S-3 FOR
REOFFERS AND RESALES BY SELLING STOCKHOLDERS.
Explanatory Note: This Reoffer Prospectus prepared in accordance
with the requirements of Part I of From S-3 relates to the reoffer
or resale by certain Selling Stockholders of certain shares of the
Company's Class A Common Stock covered by the Registration
Statement prepared in accordance with the requirements of Form S-8.
- -----------------------------------------------------------------
Reoffer Prospectus -- Page 1
REOFFER PROSPECTUS
THE FAIRCHILD CORPORATION
300 West Service Road, Washington Dulles International Airport
P.O. Box 10803, Chantilly, VA 20153
Telephone: (703) 478-5800
1,629,797 Shares of Class A Common Stock
This prospectus relates to the reoffer and resale of 1,629,797
shares ("Shares") of Class A Common Stock, par value $0.10 per
share ("Class A Common Stock"), of The Fairchild Corporation (the
"Company"), which may be issued from time to time by the Company to
the selling stockholders named herein (the "Selling Stockholders")
pursuant to the exercise of stock options under the Company's 1986
Non-Qualified Incentive Stock Option Plan (the "1986 Plan"), which
may be reoffered and resold by the Selling Stockholders from time
to time for their own benefit. The Company will not receive any of
the proceeds from the sale of the Shares of Class A Common Stock by
the Selling Stockholders.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
REOFFER PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS
REOFFER PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS REOFFER PROSPECTUS DOES NOT CONSTITUTE AN
OFFER IN ANY JURISDICTION IN WHICH SUCH OFFER IS NOT AUTHORIZED,
OR IN WHICH THE PERSON MAKING SUCH OFFER IS NOT QUALIFIED TO DO SO,
OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER.
The date of this Reoffer Prospectus is November 26, 1996.
Reoffer Prospectus -- Page 2
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports and
other information filed by the Company can be inspected and copied
at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Washington, DC, 20549, and at its regional
offices at 500 West Madison Street. Suite 1400, Chicago, Illinois,
60621, and 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Room
1024, Washington, DC, 20549 upon payment of a prescribed fee.
The Class A Common Stock is listed on the New York Stock Exchange
("NYSE"). Reports and other information concerning the Company are
available for inspection and copying at the offices of the NYSE, 20
Broad Street, New York, New York, 10005.
The Company will provide without charge to each person to whom
copies of this Reoffer Prospectus is delivered, upon written or
oral request of such person, a copy of any and all of the
information that has been incorporated by reference in this
Prospects and any Registration Statement containing this Prospectus
(not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by
reference in this Reoffer Prospectus or any Registration Statement
containing this Reoffer Prospectus). Such requests should be made
to the Company's Secretary, The Fairchild Corporation, Telephone
(703)478-5800, 300 West Service Road, Washington Dulles
International Airport, P.O. Box 10803, Chantilly VA 20153.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
the Shares of Class A Common Stock by the Selling Stockholders.
SELLING STOCKHOLDERS
The Selling Stockholders are officers and directors selling Shares
obtained pursuant to the 1986 Plan in cases where such persons are
deemed "affiliates" of the Company, and/or in cases where the
number of Shares being sold by such persons exceeds the limitations
set forth in Rule 144 of the Securities Act.
Reoffer Prospectus -- Page 3
As of November 1, 1996, the following persons may be deemed Selling
Stockholders:
Officer-Directors (Selling Stockholders):
MICHAEL T. ALCOX, 48, served as Senior Vice President and
Chief Financial Officer of the Company from December 1987 through
September 1996; and as Treasurer from September 1990 until November
1991. Since September 30, 1996, Mr. Alcox serves as a Vice
President to the Company, not employed on a full time basis. Mr.
Alcox has served as a director of the Company since 1988. (1) (4)
COLIN M. COHEN, 45, became a director of the Company in
September 1996, and the Company's Senior Vice President - Business
Development and Finance, and Chief Financial Officer effective
October 1, 1996.
ERIC I. STEINER, 34, has served as Senior Vice President,
Operations of the Company since May 1992, and is currently
President of Fairchild Fasteners, a division of Fairchild Holding
Corp. (a Company subsidiary). Prior thereto, he served as
President of Camloc/RAM Products, one of the Company's operating
units, from September 1993 to February 1995. He served as Vice
President, Business Planning of the Company from March 1991 until
May 1992. He also served as Vice President of Fairchild Industries
(then a Company subsidiary) from May 1992 through March 1996. Dr.
Steiner became a director of the Company in 1988
JEFFREY J. STEINER, 59, has served as the Chairman of the
Board and the Chief Executive Officer of the Company since December
1985, and as President of the Company since July 1, 1991. He
became a director of the Company in 1985.
Reoffer Prospectus -- Page 4
Other Officers (Selling Stockholders):
ROBERT D. BUSEY, 53, has served as Vice President of the
Company since September 1992. Mr. Busey also served as Vice
President of Fairchild Industries (then a Company subsidiary) from
November 1993 through March 1996.
JOHN L. FLYNN, 50, has served as Senior Vice President, Tax of
the Company since September 1994 and as Vice President, Tax since
August 1989. Mr. Flynn also served as Vice President, Tax of
Fairchild Industries (the a Company subsidiary) from November 1986
through March 1996.
HAROLD R. JOHNSON, 73, Brig. Gen., USAF (Ret.), has served as
Senior Vice President, Business Development of the Company since
November 1990. General Johnson also served as Vice President of
Fairchild Industries (then a Company subsidiary) from February 1988
through March 1996.
ROBERT H. KELLEY, 48, has served as Vice President, Employee
Benefits of the Company since November 1993. He also served as
Vice President of Fairchild Industries (then a Company subsidiary)
from November 1993 through March 1996. Prior thereto, he held
other management positions with Fairchild Industries.
DONALD E. MILLER, 49, has served as Senior Vice President and
General Counsel of the Company since January 1991 and Corporate
Secretary since January 1995. Mr. Miller also served as Vice
President and General Counsel of Fairchild Industries (then a
Company subsidiary)) from November 1991 through March 1996
JACQUES S. MOSKOVIC, 59, has served as President and CEO of
Fairchild Technologies (a Company subsidiary) since September 1994,
and as Company Senior Vice President since October 1995
KAREN L. SCHNECKENBURGER, 47, has served as Vice President of
the Company since September 1992 and as Treasurer of the Company
since November 1991. Ms. Schneckenburger also served as Treasurer
of Fairchild Industries (then a Company subsidiary) from August
1989 through March 1996. Prior thereto, she served as Director of
Finance of Fairchild Industries from 1986 through 1989.
Reoffer Prospectus -- Page 5
Stock Ownership of Selling Stockholders as of November 1, 1996:
The following paragraphs set forth, as of November 1, 1996: (i) the
number of shares of Class A Common Stock beneficially owned by each
Selling Stockholder (including vested stock options, and excluding
non-vested stock options); (ii) the percent of Class A Common Stock
beneficially held by each Selling Stockholder (including vested
stock options, and excluding non-vested stock options); and (iii)
the number of shares issuable to each of the Selling Stockholders
pursuant to unexercised stock options under the 1986 Plan
(including vested and non-vested stock options):
Michael T. Alcox
(i) Number of shares: 10,000. (Includes 600 Shares of Class B
Common Stock.)
(ii) Percent of Class of Class A Common Stock: 0.07%
(iii) Shares Underlying Unexercised Stock Options: 0 vested stock
options; 50,025 non-vested stock options.
Colin M. Cohen
(i) Number of shares: 25,000. (Includes vested stock options for
25,000 shares.)
(ii) Percent of class of Class A Common Stock: 0.18%
(iii) Shares Underlying Unexercised Stock Options: 25,000 vested
stock options; 25,000 non-vested stock options.
Eric Steiner
(i) Number of shares: 111,641. (Includes (a) vested stock options
for 53,025 shares, (b) 5,000 shares of Class A Common Stock owned
by Mr. Eric Steiner as custodian for his children, and (c) 15,000
shares of Class B Common Stock.)
(ii) Percent of class of Class A Common Stock: 0.80%
(iii) Shares Underlying Unexercised Stock Options: 53,025 vested
stock options; 65,075 non-vested stock options.
Jeffrey Steiner
(i) Number of shares: 6,700,959. (Includes (a) vested stock options
for 85,675 shares and vested warrants for 375,000 shares, (b)
3,506,088 shares of Class A Common Stock and 2,533,996 shares of
Class B Common Stock owned by affiliates of Mr. Steiner (of which
Mr. Steiner disclaims beneficial ownership), (c) 98,700 shares
owned of record by Mr. Steiner, (d) 20,000 shares of Class A Common
Stock and 6,000 shares of Class B Common Stock owned by Mr.
Steiner's wife, and (d) 45,500 shares of Class A Common Stock and
30,000 shares of Class B Common Stock owned by Mr. Steiner as
custodian for his children
(ii) Percent of Class of Class A Common Stock: 39.55%
(iii) Shares Underlying Unexercised Stock Options: 85,675 vested
stock options; 227,025 non-vested stock options.
Reoffer Prospectus -- Page 6
Robert D. Busey
(i) Number of shares: 1,644. (Includes vested stock options for
1,475 shares.)
(ii) Percent of class of Class A Common Stock: 0.01%
(iii) Shares underlying Unexercised Stock Options: 1,475 vested
stock options; 2,675 non-vested stock options
John L. Flynn
(i) Number of shares: 30,415. (Includes vested stock options for
26,100 shares.)
(ii) Percent of class of Class A Common Stock: 0.22%
(iii) Shares underlying Unexercised Stock Options: 26,100 vested
stock options; 31,800 non-vested stock options
Harold R. Johnson
(i) Number of shares: 750. (Includes vested stock options for 750
shares.)
(ii) Percent of class of Class A Common Stock: 0.01%
(iii) Shares underlying Unexercised Stock Options: 750 vested stock
options; 1,500 non-vested stock options
Robert H. Kelley
(i) Number of shares: 40,910. (Includes vested stock options for
3,850 shares.)
(ii) Percent of class of Class A Common Stock: 0.29%
(iii) Shares underlying Unexercised Stock Options: 3,850 vested
stock options; 4,550 non-vested stock options
Donald E. Miller
(i) Number of shares: 60,925. (Includes vested stock options for
45,425 shares.)
(ii) Percent of class of Class A Common Stock: 0.44%
(iii) Shares underlying Unexercised Stock Options: 45,425 vested
stock options; 56,275 non-vested stock options
Jacques S. Moskovic
(i) Number of shares: 12,925. (Includes vested stock options for
12,925 shares.)
(ii) Percent of class of Class A Common Stock: 0.09%
(iii) Shares underlying Unexercised Stock Options: 12,925 vested
stock options; 48,775 non-vested stock options.
Reoffer Prospectus -- Page 7
Karen S. Schneckenburger
(i) Number of shares: 2,200. (Includes vested stock options for
2,200 shares.)
(ii) Percent of class of Class A Common Stock: 0.02%
(iii) Shares underlying Unexercised Stock Options: 2,200 vested
stock options; 4,850 non-vested stock options
Because the Selling Stockholders may sell all or some of the Shares
they hold from time-to-time pursuant to this Reoffer Prospectus,
and the fact that this offering is not being underwritten on a firm
commitment basis, no estimate can be given as to the exact number
of Shares that will be held by the Selling Stockholders upon
termination of this offering. See "Plan of Distribution."
PLAN OF DISTRIBUTION
There is no present plan of distribution. It is anticipated that,
from time to time, the Selling Stockholders may sell all or part of
the Shares of Class A Common Stock covered by this Reoffer
Prospectus on the NYSE at prices and terms prevailing at the time
of such sale. Any such sale may be made through broker-dealers
acting as agents in ordinary brokerage transactions. The Selling
Stockholders will pay brokerage commissions or discounts with
respect to the sale of Shares in amounts customary for the type of
transactions effected. In addition to sales sunder this Reoffer
Prospectus, the Selling Stockholders may also effect sales of
Shares of Class A Common Stock covered by this Prospectus pursuant
to Rule 144 of the Securities Act.
INTEREST OF NAMED EXPERTS AND COUNSEL
The validity of the Shares of Class A Common Stock covered by this
Reoffer Prospectus has been passed upon for the Company by Foley,
Hoag & Eliot.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the Commission are incorporated
by reference in this Reoffer Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996.
(c) All documents subsequently filed with the Commission by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the termination of this offering shall be
deemed to be incorporated by reference into this Reoffer
Prospectus.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's By-Laws provide for indemnification, to the extent
permitted by Delaware General Corporation Law Section 145, of the
Company's directors, officers, employees or agents
("Representatives") against expenses reasonably incurred by a
Representative with respect to civil, criminal, administrative or
investigative actions, suits or proceedings related to their
functions as Company Representatives. As a condition to such
indemnification, the Representative must have acted in good faith
and in a manner reasonably believed to be in the best interests of
the Company or not opposed to the best interests of the Company.
As a condition to such indemnification in criminal actions, the
Representative must have had no reasonable cause to believe his
conduct was unlawful.
With respect to causes of action against a Representative by the
Company or by a third party in the name of the Company (such as
shareholder derivative suits) (collectively, "Company Suits"), the
Company's By-Laws provide that no indemnification may be made for
a Company Suit in which a Representative is adjudged to be liable
for negligence or misconduct in the performance of his duties,
unless the Delaware Court of Chancery or the Court in which the
Company Suit was brought determines that despite such adjudication
and in view of all the circumstances of the case, the
Representative is fairly and reasonably entitled to such indemnity.
The Company has purchased directors' and officers' liability
insurance covering certain liabilities incurred by the Company's
officers and directors in connection with the performance of their
duties.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") may be permitted to
directors, officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
***
End of Reoffer Prospectus
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PART 2
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
a. The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1996.
b-1 The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996.
b-2. All other reports filed by the Company with the Securities
and Exchange Commission since March 31, 1996 pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act").
c. The description of the Company's Class A Common Stock
contained in a Registration Statement on Form 8-A dated October 5,
1987, filed with the Securities and Exchange Commission pursuant to
Section 12 of the Exchange Act.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
(prior to the filing of a post-effective amendment which indicates
that all securities offered pursuant to this Registration Statement
have been sold or which deregisters all securities then remaining
unsold) shall be deemed incorporated by reference in this
Registration Statement and to be a part of this Registration
Statement from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Class A Common Stock covered by this
Registration Statement has been passed upon for the Company by
Foley, Hoag & Eliot.
Item 6. Indemnification of Directors and Officers.
Please see discussion in the Reoffer Prospectus included in this
Registration Statement, under caption "INDEMNIFICATION OF DIRECTORS
AND OFFICERS," for a description of the Company's by-law provisions
regarding directors and officers indemnification.
Item 7. Exemption for Registration Claimed: NOT APPLICABLE
Item 8. Exhibits.
4 Instruments defining the rights of security holders:
(1) The Company's Restated Certificate of Incorporation and
Bylaws are incorporated herein by reference to: (i) Exhibit C of
the Company's Proxy Statement dated October 27, 1989; and (ii)
Exhibit 3(b) of the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1989.
(2) Specimen of Class A Common Stock Certificate is
incorporated herein by reference to Exhibit 4(i) included in the
Company's Registration Statement No. 33-15359 on Form S-2.
5 Opinion re legality
(1) Opinion of Foley, Hoag & Eliot, dated November 26, 1996.*
(* Filed Herewith)
23 Consents of Experts and Counsel
(1) Consent of Arthur Andersen & Co., independent public
accountants* (* Filed Herewith)
(2) Consent of Foley, Hoag & Eliot(contained in the opinion of
counsel filed as Exhibit 5(1) hereto).
24 Power of Attorney
(1) Power of Attorney by members of the Company's Board of
Directors regarding amendments to this Registration Statement,
contained as part of the signatures to this Registration Statement.
Item 9. Undertakings
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales of the
securities registered hereunder are being made, a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the
most post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the Registration Statement;
(iii) include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefits plan's annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions (including the indemnification provisions described in
Item 6 of this Registration Statement), or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered herein, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
[SIGNATURES ON THE FOLLOWING PAGE]
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Chantilly, Commonwealth of Virginia, on November 26, 1996.
The Fairchild Corporation
By: _/s/________________
Colin M. Cohen,
Senior Vice President and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Colin M. Cohen and Donald
E. Miller, or either of them, his true and lawful attorney-in-fact
and agent, 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 and to
file the same, with all exhibits thereof, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact, agent, or
their substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1993, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
__/s/________________ Director, 11-21-96
Jeffrey J. Steiner Chairman, President &
Chief Executive Officer
(Principal Executive Officer)
_____________________ Director, 11/21/96
Colin M. Cohen Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
_____________________ Controller 11/21/96
William B. Hamilton
_____________________ Director 11/21/96
Michael T. Alcox
_____________________ Director 11/21/96
Melville R. Barlow
_____________________ Director 11/21/96
Mortimer M. Caplin
_____________________ Director 11/21/96
Phillip David
_____________________ Director 11/21/96
Harold J. Harris
____NO SIGNATURE________ Director NO SIGNATURE
Samuel J. Krasney
_____________________ Director 11/21/96
Daniel Lebard
_____________________ Director 11/21/96
Herbert S. Richey
_____________________ Director 11/21/96
Robert A. Sharpe, II
_____________________ Director 11/21/96
Eric I. Steiner
[EXHIBIT INDEX NEXT PAGE]
PART III -- EXHIBITS
EXHIBIT INDEX
Exhibit No. Page
4(1) The Company's Articles of Incorporation
(and amendments thereto) and Bylaws *
4(2) Specimen of Definitive
Class A Common Stock Certificate **
5(1) Opinion of Foley, Hoag & Eliot. 19
23(1) Consent of Arthur Andersen & Co. 22
23(2) Consent Foley, Hoag & Eliot ***
24(1) Power of Attorney ****
* Incorporated by reference to: (i) Exhibit C of the
Company's Proxy Statement dated October 27, 1989; and (ii) Exhibit
3(b) of the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1989.
** Incorporated by reference to Exhibit 4(i) included in
the Company's Registration Statement No. 33-15359 on Form S-2.
*** Included in Exhibit (5)1.
**** Contained as part of the signatures to this
Registration Statement.
EXHIBIT 5(1)
November 26, 1996
The Fairchild Corporation
Washington Dulles International Airport
300 West Service Road
P.O. Box 10803
Chantilly, VA 20153
Ladies and Gentlemen:
We are familiar with the Registration Statement on form S-8
(the "S-8 Registration Statement") filed today with the Securities
and Exchange Commission by The Fairchild Corporation, a Delaware
corporation (the "Company") relating to 1,629,797 shares of the
Company's Class A Common Stock (the "Common Stock") issuable
pursuant to the Company's 1986 Non-Qualified and Incentive Stock
Option Plan, Amended and Restated as of May 23, 1996 (the "ISO
Plan"), and 250,000 shares of the Company's Class A Common Stock
issuable pursuant to the Company's 1996 Non-Employee Directors
Stock Option Plan (the "NED Plan") (the ISO Plan and the NED Plan
are hereinafter collectively referred to as the "Plans").
We are familiar with the Company's Restated Certificate of
Incorporation, its Amended and Restated By-Laws, the records of all
meetings and consents of its Board of Directors and of its
stockholders relating to the adoption and approval of the Plans and
the authorization for the filing of the S-8 Registration Statement.
We have examined a Certificate of Secretary of the Company of even
date herewith and such other records and documents as we deemed
necessary or appropriate for purposes of rendering this opinion.
Based upon the foregoing, we are of the opinion that (a) the
Company has corporate power adequate for the issuance in the manner
set forth in the S-8 Registration Statement of the 1,879,797 shares
of its Class A Common Stock to be issued pursuant to the Plans and
offered pursuant to the S-8 Registration Statement, (b) the Company
has taken all necessary corporate action required to authorize the
issuance and sale of such 1,879,797 shares and (c) when
certificates for such shares have been duly executed and
countersigned and delivered against due receipt of the exercise
price for such shares as described in the Plans, such shares will
be validly and legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as part of the
S-8 Registration Statement.
Very truly yours,
FOLEY, HOAG & ELIOT LLP
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A Partner
Exhibit 23(1)
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
use of our reports (and to all references to our Firm) included in
or made a part of this registration statement.
Arthur Andersen LLP
Washington, D.C.
November 22, 1996
