14
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.)
Suite 400, 45025 Aviation Drive, Dulles, VA 20166-7516
____________________________________________________________
(Address of Principal Executive Offices)
Special-T Fasteners, Inc.
Restricted Stock Plan
____________________________________________________________
(Full title of the Plan)
DONALD E. MILLER, ESQ.
Senior Vice President,
General Counsel and Secretary
The Fairchild Corporation
Suite 400
45025 Aviation Drive
Dulles, VA 20166-7516
____________________________________________________________
(Name and address of agent for service)
45025 Aviation Drive
Dulles, VA 20166-7516
____________________________________________________________
(Telephone number, including area code of agent for service)
The filing date of this document is April 9, 1998.
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, 44,900
par value shares $20.875 $1,027,088 $354.17
$0.10 (a) (b) (c) (d)
- -------------------
(a) This is the aggregate maximum number of shares issuable
under the Special-T Fasteners, Inc. Restricted Stock Plan.
(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
April 7, 1998 (a date five days within the filing date of
this Registration Statement). Such price is used for
purposes of calculating the registration fee only. No price
is paid by the employees receiving shares of Common Stock
pursuant to the Special-T Fasteners, Inc. Restricted Stock
Plan.
(c) This amount is computed by multiplying 44,900 (a) times
$$22.875 (b).
(d) This is one-twenty-ninth of one-percent of $1,027,088 (c).
_________________________________________________________________
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement consists of:
(1) PART 1: Information Required in the Section
10(a) Prospectus.
(2) PART 2: Information Required in the Registration
Statement.
(3) PART 3: Exhibits
_________________________________________________________________
PART 1
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 Special-T
Fasteners, Inc. Restricted Stock Plan, adopted by the Board of
Directors of the Company as of March 2, 1998, and adopted by the
Board of Directors of Special-T Fasteners, Inc. (a wholly-owned
subsidiary of the Company) as of March 2, 1998. The Plan
provides for the issuance of up to 49,900 of the Company's Class
A Common Stock, par value $0.10 per share (the "Class A Common
Stock") to certain key employees of Special-T Fasteners, Inc.
(not to exceed 15 such employees). Such key employees of Special-
T Fasteners, Inc. are not executive officers or directors of the
Company.
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 the Plan are entitled to obtain information about
the Plan and about the Company, consistent with the requirements
of Rule 428(b). The Company shall advise participants of the
Plan, in writing, of the address for such information.
_________________________________________________________________
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, 1997. (Amended on Form 10-K/A filed on
December 15, 197, and Form 10-K/A2 filed on April 3, 1998.)
b-1 The Company's Quarterly Reports on Form 10-Q for the
quarters ended: (i) September 30, 1997, and (ii) December
28, 1997 (as amended on Form 10-Q/A filed on April 3, 1998).
b-2 The Company's Reports on Form 8-K filed on the following
dates: March 25, 1998 (reporting disposition of assets:
shares of Shared Technologies Fairchild Inc.); March 12,
1998 (reporting acquisition of assets: Edwards & Lock
Management Corp. d/b/a Special T Fasteners); January 12,
1998 (reporting disposition of assets: sale of Banner
Hardware Group to AlliedSignal, Inc.); and December 8, 1997
(amended December 15, 1997) (incorporation of financial
statements for Nacanco and Shared Technologies Fairchild
Inc.).
b-3. All other reports filed by the Company with the Securities
and Exchange Commission since June 30, 1997 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 filling 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.
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.
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 is
incorporated herein by reference to Exhibit C of the
Company's Proxy Statement dated October 27, 1989
(2) The Company's Amended and Restated By-Laws are
incorporated herein by reference to Exhibit 3(b) of the
Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1996.
(3) 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 April 3, 1998.*
(* 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)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.
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 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 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, 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
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 Dulles, Commonwealth of Virginia, on April 9, 1998.
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
resubstituion, 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 indicated on April 9, 1998.
Signature Title
________/s/__________ Chairman of the Board
Jeffrey J. Steiner Chief Executive Officer and President
(Principal Executive Officer)
________/s/__________ Director
Colin M. Cohen Senior Vice President,
Chief Financial Officer and Controller
(Principal Financial Officer)
________/s/__________ Director
Michael T. Alcox
________/s/__________ Director
Melville R. Barlow
________/s/__________ Director
Mortimer M. Caplin
________/s/__________ Director
Phillip David
________/s/__________ Director
Robert E. Edwards
________/s/__________ Director
Harold J. Harris
________/s/__________ Director
Daniel Lebard
________/s/__________ Director
Jacques S. Moskovic
________/s/__________ Director
Herbert S. Richey
________/s/__________ Director
Moshe Sanbar
________/s/__________ Director
Robert A. Sharpe, II
________/s/__________ Director
Eric I. Steiner
PART III -- EXHIBITS
EXHIBIT INDEX
Exhibit No. Page
4(1) The Company's Restated Certificate of
Incorporation
(and amendments thereto) *
4(d) The Company's Amended and Restated By-Laws **
4(2) Specimen of Definitive
Class A Common Stock Certificate ***
5(1) Opinion of Foley, Hoag & Eliot. 12
23(1) Consent of Arthur Andersen & Co. 14
23(2) Consent Foley, Hoag & Eliot ****
24(1) Power of Attorney *****
* Incorporated by reference to Exhibit C of the
Company's Proxy Statement dated October 27, 1989.
** Incorporated by reference to Exhibit 3(b) of the
Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1996.
*** 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)
Opinion of Foley, Hoag & Eliot
April 3, 1998
The Fairchild Corporation
45025 Aviation Drive, Suite 400
Dulles, VA 20166-7516
Re: The Fairchild Corporation
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 (i) 44,900 shares of the
Company's Class A Common Stock, $0.10 par value (the "Class A
Common Stock") issuable pursuant to the Special-T Fasteners, Inc.
Restricted Stock Plan adopted by the Company and its wholly owned
subsidiary, Special-T Fasteners, Inc. (hereinafter the "Plan").
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 the Board of Directors relating to
the adoption and approval of the Plan and the authorization for
the filing of the S-8 Registration Statement, including, without
limitation, resolutions of the Board of Directors of the Company
adopted as of March 11, 1998. We have examined and relied upon 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 44,900
shares of its Class A Common Stock to be issued pursuant to the
Plan and offered pursuant to the S-8 Registration Statement, (b)
the Company has taken all necessary corporate action required to
authorize the issuance of such 44,900 shares and (c) upon the
issuance of such shares pursuant to the Plan, 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
One Post Office Square
Boston, MA 02109-2170
Exhibit 23(1)
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of
our reports dated September 5, 1997 (except with the matters
discussed in Note 24 to those financial statements, as to
which the date is February 28, 1998) included in The
Fairchild Corporation's Form 10-K/A for the year ended June
30, 1997 and to all references to our Firm included in this
registration statement.
Arthur Andersen LLP
Washington, D.C.
April 3, 1998
