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.
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 August 21, 1998.
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, 221,000
par value shares $18.21875 $4,026,344 $1,187.77
$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 4,541,000. Registration
Statements were previously filed for 4,320,000 shares of Class
A Common Stock issuable under the 1986 Plan. This
Registration Statement is for 221,000 shares of Class A Common
Stock, which were approved for issuance under the 1986 Plan at
the Company's 1997 Annual Meeting (held on November 20, 1997).
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 August
17, 1998 (a date five days within the filing date of this
Registration Statement).
(c) This amount is computed by multiplying 221,000 (a) times
$18.21875 (b).
(d) This amount is determined at the rate of $295 per $1 million
(.0295%) of the aggregate offering price of $4,026,344 (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 4,541,000.
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. Registration Statements for such shares were
previously filed by the Company.
The 1986 Plan was amended by the Board on September 11, 1997
(approved by the Shareholders on November 20, 1997), to increase
the number of shares issuable under the 1986 Plan by 221,000 shares
of Class A Common Stock. This Registration Statement relates to
such 221,000 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, 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) March 29, 1998, (ii) September 30, 1997, and (iii)
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 or 8-K/A filed on the
following dates: June 26, 1998 (incorporation of financial
statements for Nacanco); June 26, 1998, May 7, 1998 and May 5,
1998 (revision of financial statements as a result of
acquisition of Edwards & Lock Management Corp. d/b/a Special-T
Fasteners); 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.
(4) 1986 Non-Qualified and Incentive Stock Option Plan
(Amended and Restated as of May 23, 1996), incorporated
by reference to Exhibit A of Registrant's Proxy Statement
dated October 7, 1996.
(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 August 21, 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
_No Signature________ 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) 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 May 23, 1996) Footnote 4
4(5) Amendment dated as of September 11, 1997
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 A of Registrant's
Proxy Statement dated October 7, 1996.
5. Incorporated by reference to Exhibit A of Registrant's
Proxy Statement dated October 10, 1997.
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
August 21, 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 221,000 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 of The Fairchild Corporation
(hereinafter, the "Plan"). Such 221,000 shares of Class A Common
Stock were made available for issuance under the Plan pursuant to
an Amendment to the Plan dated as of September 11, 1997 (the "1997
Amendment"), which increased the number of shares of Class A Common
Stock issuable under the Plan from 4,320,000 shares to 4,541,000
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 1997 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 221,000 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 221,000 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
1615 L Street, N.W., Suite 850
Washington, D.C. 20036
Exhibit 23(1)
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 registration
statement of our report dated September 5, 1997 (except with
the matters discussed in Note 24 to the consolidated
statements, as to which the date is February 28, 1998) related
to the consolidated financial statements of The Fairchild
Corporation and Subsidiaries included in The Fairchild
Corporation's Form 10K-A2 filed on April 3, 1998, and to all
references to our Firm included in this Form S-8 registration
statement to register 221,000 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.
August 20, 1998