Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-152394,
333-152394-01 through 333-152394-12
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 28, 2008)
HAWKER BEECHCRAFT ACQUISITION COMPANY, LLC
HAWKER BEECHCRAFT NOTES COMPANY
$400,000,000 8.5% Senior Fixed Rate Notes due April 1, 2015
$400,000,000 8.875%/9.625% Senior PIK-Election Notes due April 1, 2015
$300,000,000 9.75% Senior Subordinated Notes due April 1, 2017
Attached hereto and incorporated by reference herein is our Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 25, 2008. This Prospectus Supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, dated July 28, 2008, with respect to the 8.5% Senior Fixed Rate Notes due April 1, 2015, 8.875%/9.625% Senior PIK-Election Notes due April 1, 2015 and 9.75% Senior Subordinated Notes due April 1, 2017, including any amendments or supplements thereto.
INVESTING IN THE NOTES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” BEGINNING ON PAGE 11 OF THE PROSPECTUS FOR A DISCUSSION OF CERTAIN FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH AN INVESTMENT IN THE NOTES.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.
This prospectus has been prepared for and will be used by Goldman, Sachs & Co. in connection with offers and sales of the notes in market-making transactions. These transactions may occur in the open market or may be privately negotiated, at prices related to prevailing market prices at the time of sale or at negotiated prices. Goldman, Sachs & Co. may act as principal or agent in these transactions. We will not receive any of the proceeds of such sales.
GOLDMAN, SACHS & CO.
November 25, 2008
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported) – November 19, 2008
HAWKER BEECHCRAFT ACQUISITION
COMPANY, LLC
(Exact name of registrant as specified in its charter)
| Delaware | 333-147828 | 71-1018770 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 10511 East Central, Wichita, Kansas | 67206 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code (316) 676-7111
Check the appropriate box below in the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)) |
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Hawker Beechcraft Corporation, a subsidiary of Hawker Beechcraft Acquisition Company, LLC (the “Company”), announced on November 20, 2008 that Mr. James E. Schuster, President and Chief Executive Officer, has decided to retire from his position as an officer and director of the Company. He will remain in his current position until the Company identifies a successor.
On November 21, 2008, James E. Schuster and Hawker Beechcraft Corporation (“Hawker”), entered into a Separation Agreement (the “Agreement”). Pursuant to the Agreement, Hawker has agreed to continue to employ Mr. Schuster as Chief Executive Officer for the period commencing on November 21, 2008, and ending on the earlier of (i) the date Mr. Schuster’s successor (other than an interim Chief Executive Officer) commences his or her employment and (ii) the date the Board of Directors of Hawker Beechcraft, Inc. (the “Board”) determines that such period should terminate (the “Transition Period”). During the Transition Period, Mr. Schuster shall continue to serve as a member of the Board (and certain committees thereof), and shall (i) receive a base salary at an annualized rate of $630,000 and (ii) be eligible to receive an annual bonus up to a maximum of $630,000 for the year ending December 31, 2008, and shall thereafter be entitled to bonus compensation as the Board, in its sole discretion, may award. Mr. Schuster’s employment as Chief Executive Officer shall terminate effective as of the earlier of (i) the close of business on the last day of the Transition Period and (ii) such earlier date on which Mr. Schuster voluntarily leaves Hawker (the “Separation Date”).
Stock options held by Mr. Schuster that are or have become vested as of the date of the Agreement shall remain outstanding and exercisable until December 31, 2011, subject to (i) the Board’s satisfaction, in its sole discretion, with Mr. Schuster’s performance during the Transition Period and (ii) Mr. Schuster remaining employed by Hawker until the end of the Transition Period. In the event of such extension, the call right set forth in Section 6 of the Hawker Beechcraft, Inc. Amended and Restated Shareholders Agreement, dated as of May 3, 2007, shall be extended until ninety days after the exercise of the vested options. In the event that the Board decides, in its sole discretion, not to extend the exercise period, the vested options will remain exercisable for ninety days following the Separation Date and the call right shall be extended until one hundred twenty days after the Separation Date.
On the Separation Date, Mr. Schuster shall become entitled to the following benefits and payments (the “Severance Benefits”): (i) an amount equal to $321,068, which shall be in full satisfaction of Hawker’s obligations under Sections 3.2(a) and 3.3 of the Employment Agreement dated as of March 26, 2007, between Mr. Schuster and Company (the “Employment Agreement”), which shall be paid in twenty-four equal monthly installments following the Separation Date, payable on the first day of the calendar month commencing with the calendar month next following the Separation Date and (ii) continuation of the health and welfare benefits available to Mr. Schuster (and his eligible dependents) immediately prior to the Separation Date, on the same basis as active employees of Hawker, until the earlier of (a) the first anniversary of the Separation Date and (b) Mr. Schuster obtaining full-time employment, with COBRA benefits commencing after such period.
In addition to the Separation Benefits, Mr. Schuster will be entitled to the following additional payments and benefits (the “Additional Benefits”) if (i) Board is satisfied, in its sole discretion, with Mr. Schuster’s performance during the Transition Period and (ii) Mr. Schuster remains employed by Hawker until the end of the Transition Period: (i) Hawker shall purchase from Mr. Schuster 75,000 shares of common stock at a purchase price of $10 per share, with an aggregate purchase price of $750,000, with such purchase to occur within thirty days after the Separation Date, (ii) Hawker shall pay Mr. Schuster an additional amount equal to $1,000,000, which shall be paid in twenty-four equal monthly installments following the Separation Date, payable on the first day of the calendar month commencing with the calendar month next following the Separation Date and (iii) Hawker shall release Mr. Schuster from the obligation to purchase 124,934.4 shares of common stock on the Separation Date, at a purchase price of $10 per share, with an aggregate purchase price of $1,249,343.40 (as set forth in the Stock Purchase
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Agreement, dated as of March 26, 2007 between Mr. Schuster and Hawker (the “Stock Purchase Agreement”), and the Stock Purchase Agreement shall terminate.
Hawker and Mr. Schuster agree that Mr. Schuster is not entitled to any further payments pursuant to the Hawker Beechcraft Corporation Retention Program, adopted on March 26, 2007, and that all of Hawker’s obligations to Mr. Schuster with respect to such retention program have been satisfied.
The effectiveness of the Agreement and Hawker’s obligations thereunder is conditioned upon (i) continued compliance with the restrictive covenants set forth in Section 4 of the Employment Agreement and (ii) Mr. Schuster’s execution and non-revocation of a release of claims.
In addition, on October 28, 2008, the Company announced that Edgar R. Nelson, Senior Vice President of Product Development and Engineering, will be retiring from the Company effective December 1, 2008. In connection with Mr. Nelson’s retirement, on November 19, 2008, the Company and Mr. Nelson entered into a separation of employment agreement and general release (the “Separation of Employment Agreement”) with an effective date of December 1, 2008 which provides that Mr. Nelson will receive (i) in consideration for the Company’s repurchase of 39,502.4 shares of common stock of our parent company, Hawker Beechcraft Inc., a cash payment equal to the fair market value of that stock as determined on December 1, 2008, (ii) his base salary less legally required withholdings and certain welfare benefits for a period of twelve months following such retirement and (iii) an amount equal to any payroll amounts and vacation time earned and accrued but not yet paid. Pursuant to the terms of the Separation of Employment Agreement, Mr. Nelson may also exercise (i) 53,311.8 vested options at any time prior to the ninetieth day following his retirement and (ii) any vested portion of the 19,191.8 target performance options at any time prior to the ninetieth day following notification from the Company that the 2008 target has been achieved.
| Item 9.01. | Financial Statements and Exhibits |
The following exhibit is furnished with this report:
Exhibit No. | Description | |
| 99.1 | Press Release dated November 20, 2008 | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HAWKER BEECHCRAFT ACQUISITION COMPANY, LLC | ||
By Hawker Beechcraft, Inc., its Sole Member | ||
/s/ Sidney E. Anderson | ||
Sidney E. Anderson, Vice President and Chief Financial Officer | ||
Dated: November 25, 2008
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Exhibit 99.1
Hawker Beechcraft Logo
News Release
Press contact:
Andrew Broom
+1.316.676.8674
andrew_broom@hawkerbeechcraft.com
www.hawkerbeechcraft.com
Hawker Beechcraft Corporation CEO Jim Schuster Announces Plan to Retire
WICHITA, Kan. (Nov. 20, 2008) – Hawker Beechcraft Corporation (HBC) Chairman and Chief Executive Officer (CEO), Jim Schuster, today announced that he has notified the HBC board of his plan to retire from the company.
“Earlier this month, I began discussing my retirement plans with our Board. After nearly eight years as CEO, I feel the time is right,” Schuster said. “HBC is the world’s largest privately held aircraft manufacturer and with the support of world-class partners Goldman Sachs and Onex, Hawker Beechcraft is poised to become the leader in general aviation.”
Schuster points to the following HBC achievements as clear evidence that the company is positioned for long-term growth and industry leadership:
| • | Built the industry’s most talented leadership team at all levels of the company |
| • | Reinvigorated the Hawker and Beechcraft brands |
| • | Generated a record order backlog in each of the last six consecutive quarters |
| • | Expanded global operations to achieve an unprecedented 58% international backlog |
| • | Certified 19 new aircraft in the last eight years, with three new products announced in 2008 |
| • | Substantially grew government business and special mission aircraft sales |
| • | Successfully launched the world’s first composite fuselage business jets |
Schuster will lead HBC until the company identifies a successor and will remain a shareholder after he leaves the company.
- More -
HBC Chairman and CEO Announces Plans to Retire – Page 2
“I will continue to lead the company during its search for a new CEO – until then, I am fully committed to achieving our fourth quarter financial objectives, finalizing our 2009 business plan and delivering on our 2009 commitments,” Schuster said. “We still have a lot of work ahead of us, but I believe that we have the most talented team in the industry to accomplish our goals and grow our business.”
Schuster’s nearly eight year tenure as CEO is among the longest in the aviation industry.
“We thank Jim for his dedicated service and contribution. He is a true leader that has positioned Hawker Beechcraft atop general aviation,” said Sanjeev Mehra, chairman of the board of Hawker Beechcraft, Inc. “Under his leadership, Hawker Beechcraft not only became the world’s largest independent aircraft manufacturer, but also solidified its future in general aviation with an exciting product line and world class services.”
Hawker Beechcraft Corporation is a world-leading manufacturer of business, special-mission and trainer aircraft – designing, marketing and supporting aviation products and services for businesses, governments and individuals worldwide. The company’s headquarters and major facilities are located in Wichita, Kan., with operations in Salina, Kan.; Little Rock, Ark.; Chester, England, U.K.; and Chihuahua, Mexico. The company leads the industry with the largest number of factory-owned service centers and a global network of more than 100 factory-owned and authorized service centers. For more information, visit www.hawkerbeechcraft.com.
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This release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, including statements that address activities, events or developments that we or our management intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements. Forward-looking statements are based on management’s assumptions and assessments in light of past experience and trends, current conditions, expected future developments and other relevant factors. They are not guarantees of future performance, and actual results may differ significantly from those envisaged by our forward-looking statements. Among the factors that could cause actual results to differ materially from those described or implied in the forward-looking statements are general business and economic conditions, production delays resulting from lack of regulatory certifications and other factors, competition in our existing and future markets, lack of market acceptance of our products and services, the substantial leverage and debt service resulting from our indebtedness, loss or retirement of key executives and other risks disclosed in our filings with the Securities and Exchange Commission.
