As filed with the Securities and Exchange Commission on June 25, 2015
Registration No. 033-38223
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_________________________
_________________________
B/E AEROSPACE, INC.
(Exact name of Registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 06-1209796 (I.R.S. Employer Identification Number) | |
1400 Corporate Center Way Wellington, Florida 33414 (Address of Registrant’s principal executive offices) |
1989 STOCK OPTION PLAN
1991 DIRECTORS’ STOCK OPTION PLAN
1992 EMPLOYEE SHARE OPTION SCHEME
1990 OPTION AGREEMENT WITH AMIN J. KHOURY
1990 STOCK OPTION AGREEMENT WITH RICHARD G. HAMERMESH
1990 STOCK OPTION AGREEMENT WITH HANSJOERG WYSS
1990 STOCK OPTION AGREEMENT WITH B. MARTHA CASSIDY
1990 STOCK OPTION AGREEMENT WITH JIM C. COWART
1990 STOCK OPTION AGREEMENT WITH JOSEPH O’DONNELL
1990 STOCK OPTION AGREEMENT WITH PETROS A. PALANDJIAN
1991 STOCK OPTION AGREEMENT WITH AMIN J. KHOURY
1991 STOCK OPTION AGREEMENT WITH JIM C. COWART
1992 STOCK OPTION AGREEMENT WITH AMIN J. KHOURY
1992 STOCK OPTION AGREEMENT WITH JIM C. COWART
1992 STOCK OPTION AGREEMENT WITH PAUL W. MARSHALL
1992 STOCK OPTION AGREEMENT WITH DAVID LAHAR
1992 STOCK OPTION AGREEMENT WITH PETROS A. PALANDJIAN
1994 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
_________________________
Joseph T. Lower
Vice President and Chief Financial Officer
B/E Aerospace, Inc.
1400 Corporate Center Way
Wellington, Florida 33414
(561) 791-5000
(Name, address and telephone number of agent for service)
_________________________
Copies to:
Jason Lehner, Esq.
Shearman & Sterling LLP
599 Lexington Avenue, New York, NY 10022
(212) 848-7179
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | x | Accelerated filer | o | ||
Non-accelerated filer | o | Smaller reporting company | o |
EXPLANATORY NOTE
B/E Aerospace, Inc. (the “Registrant”) filed the following Registration Statements on Form S-8 with the Securities and Exchange Commission relating to the registration of shares of the Registrant’s Common Stock, $.01 par value per share (“Common Stock”), authorized for issuance under the Registrant’s Amended and Restated 1989 Stock Option Plan, 1991 Directors’ Stock Option Plan, 1992 Employee Share Option Scheme, 1990 Option Agreement with Amin J. Khoury, 1990 Stock Option Agreement with Richard G. Hamermesh, 1990 Stock Option Agreement with Hansjoerg Wyss, 1990 Stock Option Agreement with B. Martha Cassidy, 1990 Stock Option Agreement with Jim C. Cowart, 1990 Stock Option Agreement with Joseph O’Donnell, 1990 Stock Option Agreement with Petros A. Palandjian, 1991 Stock Option Agreement with Amin J. Khoury, 1991 Stock Option Agreement with Jim C. Cowart, 1992 Stock Option Agreement with Amin J. Khoury, 1992 Stock Option Agreement with Jim C. Cowart, 1992 Stock Option Agreement with Paul W. Marshall, 1992 Stock Option Agreement with David Lahar, 1992 Stock Option Agreement with Petros A. Palandjian, and the 1994 Employee Stock Purchase Plan (collectively, the “Plans”):
· | Registration Statement No. 033-38223 filed on December 14, 1990; |
· | Registration Statement No. 033-48010 filed on May 26, 1992; |
· | Registration Statement No. 033-72194 filed on November 26, 1993; |
· | Registration Statement No. 033-82894 filed on August 16, 1994. |
The Registrant has terminated further offerings under the Plans, except for the 1994 Employee Stock Purchase Plan, under which the Registrant has registered additional shares for issuance on other registration statements on Form S-8. The Registrant hereby removes from registration all shares of Common Stock previously registered in connection with the Plans that have not been issued or are not subject to currently outstanding awards.
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SIGNATURES
The Registrant. 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 Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Wellington, State of Florida on the 25th day of June, 2015.
B/E AEROSPACE, INC. | ||||
By: | /s/ Joseph T. Lower | |||
Name: | Joseph T. Lower | |||
Title: | Vice President and Chief Financial Officer | |||
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This Post-Effective Amendment has been signed by the following persons in the capacities indicated below on the 25th day of June, 2015.
Signature | Title | |
/s/ Amin J. Khoury | Executive Chairman of the Board of Directors | |
Amin J. Khoury | ||
/s/ Werner Lieberherr | President and Chief Executive Officer | |
Werner Lieberherr | (Principal Executive Officer) | |
/s/ Joseph T. Lower | Vice President and Chief Financial Officer | |
Joseph T. Lower | (Principal Financial Officer) | |
/s/ Stephen R. Swisher | Vice President – Finance, Controller and Assistant Secretary | |
Stephen R. Swisher | (Principal Accounting Officer) | |
/s/ James F. Albaugh | Director | |
James F. Albaugh | ||
/s/ David J. Anderson | Director | |
David J. Anderson | ||
/s/ Richard G. Hamermesh | Director | |
Richard G. Hamermesh | ||
/s/ Jonathan M. Schofield | Director | |
Jonathan M. Schofield | ||
/s/ Mary M. VanDeWeghe | Director | |
Mary M. VanDeWeghe | ||
/s/ John T. Whates | Director | |
John T. Whates |
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