As filed with the Securities and Exchange Commission on April
25, 1997.
Registration No.
333-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
FIRST AVIATION SERVICES INC.
(Exact name of registrant as specified in its
charter)
___________________
DELAWARE
06-1419064
(State or other jurisdiction of (I.R.S.
Employer
incorporation or organization) Identification
Number)
15 Riverside Avenue
Westport, Connecticut 06880-4214
Telephone: (203) 291-3300
(Address, including zip code, and telephone number,
including
area code, of registrant's principal executive
offices)
FIRST AVIATION SERVICES INC. STOCK INCENTIVE PLAN
(Full title of the plan)
Michael C. Culver
15 Riverside Avenue
Westport, Connecticut 06880-4214
Telephone: (203) 291-3300
(Name, address, including zip code, and telephone
number,
including area code, of agent for service)
___________________
Copy to:
J. Jay Herron, Esq.
George C. Demos, Esq.
O'Melveny & Myers LLP
610 Newport Center Drive
Newport Beach, California 92660
(714) 760-9600
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount offering aggregate
Amount of
securities to be price offering
registration
to be registered registered per unit price
fee
Common Stock, par 400,000<1> $9.25<2>
$3,700,000<2> $1,122<2>
value $0.01 per share shares
<FN>
<1> This Registration Statement covers, in addition to the
number of Shares of Common Stock stated above, options to
purchase or acquire the shares of Common Stock covered by
the Prospectus and, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended, an additional
indeterminate number of shares of Common Stock which by
reason of certain events specified in the Plan may become
subject to the Plan.
<2> Pursuant to Rule 457(h), the maximum offering price, per
share and in the aggregate, and the registration fee were
calculated based upon average of the high and low prices of
the Common Stock on April 18, 1997, as reported on the
National Association of Securities Dealers Automated
Quotation System National Market System and as published in
the Western Edition of the Wall Street Journal.
The Exhibit Index included in this Registration Statement
is at page S-3.
</FN>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be
filed with the Securities and Exchange Commission either as part
of
this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents, which include
the statement of availability required by Item 2 of Form S-8, and
the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), as
applied to foreign private issuers, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of First Aviation Services
Inc.
(the "Company") filed with the Securities and Exchange Commission
are incorporated herein by reference:
(a) The Company's Prospectus dated February 24, 1997,
filed
with the Securities and Exchange Commission pursuant
to
Rule 424(b) under the Securities Act on February 24,
1997 (the "Prospectus"); and
(b) The description of the Company's Common Stock
contained
in its Registration Statement on Form 8-A dated
January
17, 1997, and any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 (if applicable) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which
registers all securities then remaining unsold shall be deemed to
be incorporated by reference into the prospectus and to be a part
hereof from the date of filing of such documents. Any statement
contained herein or in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
or
is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Company's Common Stock, par value $0.01 per share
(the "Common Stock"), is registered pursuant to Section 12 of the
Exchange Act, and, therefore, the description of Securities is
omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is a Delaware corporation. Section
102(b)(7)
of the Delaware General Corporation Law (the "DGCL") provides
that
a Delaware corporation has the power to eliminate or limit the
personal liability of a director for violations of the director's
fiduciary duty, except (i) for any breach of the director's duty
of
loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct
or a knowing violation of law, (iii) pursuant to Section 174 of
the
DGCL (providing for liability of directors for unlawful payment
of
dividends or unlawful stock purchases or redemptions) or (iv) for
any transaction from which a director derived an improper
personal
benefit.
Section 145 of the DGCL empowers a Delaware
corporation
to indemnify any person who was or is a party, or is threatened
to
be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such
corporation ) by reason of the fact that such person is or was an
officer of director of such corporation, or is or was serving at
the request of such corporation as a director, officer, employee
or
agent of another corporation, partnership, joint venture, trust
or
other enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection
with
such action, suit or proceeding, provided that he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with
respect
to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. A Delaware corporation may
indemnify past or present officers or directors of such
corporation
or of another corporation or other enterprise at the former
corporation's request, in an action by or in the right of the
corporation to procure a judgment in its favor under the same
conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is
successful on the merits or otherwise in the defense of any
action
referred to above, or in defense of the claim, issue or matter
therein, the corporation must indemnify him against the expenses
(including attorneys' fees) which he actually and reasonably
incurred in connection therewith.
The Company has adopted provisions in its Certificate
of
Incorporation that limit the liability of its directors for
monetary damages arising from a breach of their fiduciary duty as
directors to the fullest extent permitted by the DGCL as it now
exists or may in the future be amended. The Company's Bylaws
provide that indemnification will not extend in the event that
the
person's conduct was intentional or was a knowing and culpable
violation of the law. Moreover, the right to indemnification
conferred by the Company includes the right to be paid by the
Company for any expenses incurred in defending any proceeding in
advance of its final disposition.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index at page S-3.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which
offers or
sales 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;
(ii) To reflect in the
prospectus any
facts or events arising after the effective
date of
the Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in
the Registration Statement; and
(iii) To include any material
information with respect to the plan of
distribution not previously disclosed in the
Registration Statement or any material change
to
such information in the 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 registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the 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 therein, and the
offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(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 benefit 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.
(h) 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 provisions
described in Item 6 above, 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 Stamford, State of Connecticut, on this 24th day of April,
1997.
FIRST AVIATION SERVICES INC.
By: /s/ Michael C. Culver
Michael C. Culver
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Michael C. Culver, his true and lawful attorney-in-fact-
and agent, with full powers of substitution and resubstitution,
for
him and in his name, place and stead, in any and all capacities,
to
sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all
exhibits thereto, 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 or she might or could do in person, hereby
ratifying
and confirming that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on the dates indicated.
Signature Capacity
Date
/s/ Aaron P. Hollander Chairman of the Board of Directors
April 24, 1997
Aaron P. Hollander
/s/ Michael C. Culver Chief Executive Officer and Director
April 24, 1997
Michael C. Culver (Principal Executive Officer)
/s/ John F. Risko Chief Operating Officer and Director
April 24, 1997
John F. Risko
/s/ John A. Marsalisi Chief Financial Officer, Secretary
April 24, 1997
John A. Marsalisi and Director (Principal Financial
and Accounting Officer)
/s/ Joshua S. Friedman Director
April 24, 1997
Joshua S. Friedman
/s/ Robert L. Kirk Director
April 24, 1997
Robert L. Kirk
/s/ Charles Ryan Director
April 24, 1997
Charles Ryan
EXHIBIT INDEX
Exhibit
Number Description
4. First Aviation Services Inc.
Stock Incentive Plan.
5. Opinion of O'Melveny & Myers LLP
(opinion of counsel).
23.1 Consent of Ernst & Young LLP, Independent
Accountants.
23.2 Consent of Price Waterhouse LLP, Independent
Accountants.
23.3 Consent of counsel (included in Exhibit 5).
24. Power of Attorney (included in this
Registration Statement under "Signatures").