16
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)
1986 NON-QUALIFIED & INCENTIVE
STOCK-OPTION PLAN OF THE FAIRCHILD CORPORATION
____________________________________________________________
(Full title of the Plan)
DONALD E. MILLER, ESQ.
Executive 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, Suite 400
Dulles, VA 20166-7516
____________________________________________________________
(Telephone number, including area code of agent for service)
The filing date of this document is January 11 1999
CALCULATION OF REGISTRATION FEE
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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, 600,000
par value shares $15.375 $9,225,000 $2,721.38
$0.10 (a) (b) (c) (d)
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(a) The total number of shares of The Fairchild Corporation (the
"Company") Class A Common Stock issuable under the 1986 Non-
Qualified & Incentive Stock-Option Plan of The Fairchild
Corporation ("the 1986 Plan") is 5,141,000. Registration
Statements were previously filed for 4,541,000 shares of
Class A Common Stock issuable under the 1986 Plan. This
Registration Statement is for 600,000 shares of Class A
Common Stock, which were approved for issuance under the
1986 Plan at the Company's 1998 Annual Meeting (held on
November 19, 1998). This Registration Statement also
relates to such indeterminate number of shares of additional
Class A Common Stock as may be issuable as a result of stock
splits, stock dividends or similar transactions.
(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
January 7, 1999 (a date five days within the filing date of
this Registration Statement).
(c) This amount is computed by multiplying 600,000 (a) times
$15.375 (b).
(d) This amount is determined at the rate of $295 per $1 million
(.0295%) of the aggregate offering price of $9,600,000 (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 1986 Non-
Qualified & Incentive Stock-Option Plan of The Fairchild
Corporation (the "1986 Plan"). The total number of shares of
Class A Common Stock issuable under the 1986 Plan is 5,141,000.
The 1986 Plan was originally adopted as of April 9, 1986, and
amended on September 11, 1997, authorizing (in the aggregate) the
issuance of up to 4,541,000 shares of Class A Common Stock.
Registration Statements for such shares were previously filed by
the Company.
The 1986 Plan was amended by the Board on May 7, 1998 (approved
by the Shareholders on November 19, 1998), to increase the number
of shares issuable under the 1986 Plan by 600,000 shares of Class
A Common Stock. This Registration Statement relates to such
600,000 shares of Class A Common Stock.
Document(s) containing the information specified in Form S-8,
Part I, Item 1, will be sent or given to participants in the 1986
Plan 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 1986 Plan are entitled to obtain information
about the 1986 Plan and about the Company, consistent with the
requirements of Rule 428(b). The Company shall advise
participants of the 1986 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, 1998.
b-1 The Company's Quarterly Reports on Form 10-Q for the quarter
ended September 27, 1998.
b-2 The Company's Current Report on Form 8-K (announcing merger
transaction with Kaynar Technologies, Inc.) filed on
December 30, 1998.
b-3. All other reports filed by the Company with the Securities
and Exchange Commission since June 30, 1998 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.
(4) 1986 Non-Qualified and Incentive Stock Option Plan
(Amended and Restated as of May 23, 1996), incorporated
by reference to Exhibit B of Registrant's Proxy
Statement dated October 9, 19986.
(5) Amendment dated as of September 11, 1997, to the 1986
Non-Qualified and Incentive Stock Option Plan,
incorporated by reference to Exhibit A of Registrant's
Proxy Statement dated October 10, 1997.
5 Opinion re legality
(1) Opinion of Foley, Hoag & Eliot.* (* 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 January 11, 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 January 11, 1998.
Signature Title
_______/s/___________ Chairman of the Board and
Jeffrey J. Steiner Chief Executive Officer
(Principal Executive Officer)
_________/s/___________ Director
Colin M. Cohen Senior Vice President,
Chief Financial Officer and Controller
(Principal Financial Officer)
________/s/__________ Director
Michael T. Alcox
____/no signature/ _____ Director
Melville R. Barlow
____/no signature/ _____ Director
Mortimer M. Caplin
________/s/__________ Director
Phillip David
________/s/__________ Director
Robert E. Edwards
________/s/__________ Director
Harold J. Harris
____/no signature/ _____ Director
Daniel Lebard
________/s/__________ Director
Jacques S. Moskovic
________/s/__________ Director
Herbert S. Richey
________/s/__________ Director
Moshe Sanbar
____/no signature/ _____ 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)
Footnote 1
4(2) The Company's Amended and Restated By-Laws Footnote 2
4(3) Specimen of Definitive
Class A Common Stock Certificate Footnote 3
4(4) 1986 Non-Qualified and Incentive
Stock Option Plan
(Amended and Restated as of
February 9, 1998) Footnote 4
4(5) Amendment dated as of May 7, 1998
to the 1986 Non-Qualified and Incentive
Stock Option Plan Footnote 5
5(1) Opinion of Foley, Hoag & Eliot. 14
23(1) Consent of Arthur Andersen & Co. 16
23(2) Consent Foley, Hoag & Eliot Footnote 6
24(1) Power of Attorney Footnote 7
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Footnotes
1. Incorporated by reference to Exhibit C of the
Company's Proxy Statement dated October 27, 1989.
2. 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.
3. Incorporated by reference to Exhibit 4(i) included
in the Company's Registration Statement No. 33-15359 on
Form S-2.
4. Incorporated by reference to Exhibit B of
Registrant's Proxy Statement dated October 9, 1998.
5. Incorporated by reference to Exhibit A of
Registrant's Proxy Statement dated October 9, 1998.
6. Included in Exhibit (5)1.
7. Contained as part of the signatures to this
Registration Statement.
Exhibit 5(1)
Opinion of Foley, Hoag & Eliot LLP
January 11, 1999
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 600,000 shares of the
Company's Class A Common Stock, $0.10 par value (the "Class A
Common Stock") issuable pursuant to the 1986 Non-Qualified &
Incentive Stock Option Plan, amended and restated as of February
9, 1998 (the "Plan"). Such 600,000 shares of Class A Common
Stock were made available for issuance under the Plan pursuant to
an Amendment to the Plan dated as of May 7, 1998 (the "1998
Amendment"), which increased the number of shares of Class A
Common Stock issuable under the Plan from 4,541,000 shares to
5,141,000 shares.
We are familiar with the Company's Restated Certificate of
Incorporation and its Amended and Restated By-Laws. We are also
familiar with the records of all meetings and consents of its
Board of Directors and of its stockholders relating to the
approval of the 1998 Amendment and the authorization for the
filing of the S-8 Registration Statement. We have examined and
relied upon a Certificate of the 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 600,000
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 under the Plan of such 600,000 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
1747 Pennsylvania Avenue, N.W., Suite 1200
Washington, DC 20006
Exhibit 23(1)
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
use of our reports included in this registration statement
of our report dated September 22, 1998 included in The
Fairchild Corporation's Form 10K for the year ended June 30,
1998, and to all references to our Firm included in this
Form S-8 registration statement to register 600,000 Class A
Shares of Common Stock Issuable Under the 1986 Non-Qualified
& Incentive Stock Option Plan of The Fairchild Corporation.
ARTHUR ANDERSEN LLP
Washington, D.C.
January 6, 1999
