As filed with the Securities and Exchange Commission on June 12, 2001
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ELECSYS CORPORATION
(Exact name of registrant as specified in its charter)
Kansas 48-1099142
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11300 West 89th Street
Overland Park, Kansas 66214
(913) 495-2600
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
RESTATED AIRPORT SYSTEMS INTERNATIONAL, INC.
1991 STOCK OPTION PLAN(1)
Keith S. Cowan With Copies to:
President and Chief Executive Officer Steven F. Carman
Elecsys Corporation Blackwell Sanders Peper Martin LLP
11300 West 89th Street 2300 Main Street, Suite 1000
Overland Park, Kansas 66214 Kansas City, Missouri 64108
(913) 495-2601 (816) 983-8153
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------ ------------------ ------------------- ------------------ ------------------
Proposed maximum Proposed maximum
Title of each class of securities to be Amount to be Offering price aggregate Amount of
registered registered per share offering price registration fee
- ------------------------------------------------ ------------------ ------------------- ------------------ ------------------
Common Stock, par value $.01 per share(2) 475,000 shares $1.25(3) $593,750 $148.44
- ------------------------------------------------ ------------------ ------------------- ------------------ ------------------
(1) The Company changed its name from "Airport Systems International, Inc." to
"Elecsys Corporation" on November 1, 2000.
(2) Issuable under the Restated Airport Systems International, Inc. 1991 Stock
Option Plan.
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(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended. The
maximum offering price per share is based on the average of the high and
low prices of the Registrant's Common Stock as listed on the American Stock
Exchange on June 6, 2001.
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EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange
Commission (the "Commission"), this Registration Statement
omits the information specified in Part I of Form S-8.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The issuer, referred to herein as the Company, changed its name on
November 1, 2000 from Airport Systems International, Inc. to Elecsys
Corporation. The following documents filed with the Commission by the Company
are incorporated in this Registration Statement on Form S-8 (the "Registration
Statement") by reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
April 30, 2000, filed with the Commission on July 31, 2000.
2. The Company's Current Report on Form 8-K/A, filed with the Commission
on October 30, 2000.
3. The Company's Current Report on Form 8-K, filed with the Commission on
November 1, 2000.
4. The Company's Current Report on Form 8-K, filed with the Commission on
November 22, 2000.
5. The Company's Current Report on Form 8-K, filed with the Commission on
February 22, 2001.
6. The Company's Current Report on Form 8-K, filed with the Commission on
February 23, 2001.
7. The Company's Current Report on Form 8-K, filed with the Commission on
March 13, 2001.
8. The Company's Current Report on Form 8-K, filed with the Commission on
April 26, 2001.
9. The Company's Quarterly Report on Form 10-Q for the quarter ended July
31, 2000, filed with the Commission on September 14, 2000.
10. The Company's Quarterly Report on Form 10-Q for the quarter ended
October 31, 2000, filed with the Commission on December 15, 2000.
11. The Company's Quarterly Report on Form 10-Q for the quarter ended
January 31, 2001, filed with the Commission on March 19, 2001.
12. The description of the Company's Common Stock, par value $.01 per
share, contained in the Company's Registration Statement on Form SB-2,
filed with the Commission on November 28, 1993, and including any
further 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 and 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 hereunder have been sold or which
deregisters all of the securities offered then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof from the date of
filing of such documents.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 17-6305 of the Kansas General Corporation Code ("KGCC")
authorizes a court to award, or a corporation's board of directors to grant,
indemnity to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities, including
reimbursement for expenses incurred, arising under the Securities Act.
As permitted by the KGCC, the Company's Articles of Incorporation
include a provision that eliminates the personal liability of each of the
Company's directors for monetary damages for a breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or the Company's stockholders; (ii) for acts or omissions
not in good faith or involving intentional misconduct or a knowing violation of
law; (iii) under Section 17-6424 of the KGCC regarding unlawful dividends and
stock purchases; or (iv) for any transaction from which the director derived any
improper personal benefit.
As permitted by the KGCC, the Company's Bylaws provide that (i) the
Company shall indemnify a former or current director or officer against
liability incurred in any threatened, pending or completed action, suit or
proceeding (whether civil, criminal, administrative or investigative) if the
director or officer conducted himself in good faith and reasonably believed (a)
that his conduct (in his official capacity with the Company) was in the best
interests of the Company, (b) that his conduct (in all other cases) was at least
not opposed to the Company's best interest, or (c) (in a criminal proceeding)
that he had no reasonable cause to believe his conduct was unlawful; (ii) the
Company shall indemnify a director or officer who was wholly successful, on the
merits or otherwise, in the defense of any legal proceeding against reasonable
expenses incurred; (iii) the Company may advance expenses, as incurred, to the
Company's directors or officers in connection with a legal proceeding, subject
to (a) the Company's receipt of a written affirmation of the director's or
officer's good faith belief that he has met the Company's standard of conduct,
(b) the Company's receipt of a written undertaking of the director or officer to
repay the advance if it is ultimately determined that he did not meet the
Company's standard of conduct, and (c) a determination that the facts then known
to those making the determination would not preclude indemnification; (iv) a
director or officer may apply for indemnification to the court conducting the
legal proceeding and the court may order indemnification if it determines the
director or officer is entitled to mandatory indemnification or the director or
officer is, subject to certain limitations, fairly and reasonably entitled to
indemnification in view of all the relevant circumstances; and (v) the Company
may maintain insurance, at the Company's expense, to protect the Company and any
director, officer, employee, or agent of the Company or while a director,
officer, employee or agent of the Company is or was serving as a director,
officer, partner, trustee, employee or agent at the request of the Company of
another entity against liability asserted against or incurred by him in that
capacity, whether or not the Company would have the power to indemnify such
person against the same liability. The Company's Bylaws provide that the Company
may not indemnify a director or officer in connection with a legal proceeding by
or in the right of the Company whereby the director was adjudged liable to the
Company or in connection with any other proceeding charging improper personal
benefit to the director or officer whereby he was adjudged liable on the basis
the personal benefit was improperly received by him.
The Company carries insurance that insures the Company's officers and
directors against liability they may incur for actions they take in their
capacity as officers and directors, including liability related to alleged
violations of federal or state securities laws.
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Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits.
4.1 Articles of Incorporation of Elecsys Corporation, as amended
(incorporated by reference to Exhibit 3.1 of the Company's Annual
Report on Form 10-K for the fiscal year ended April 30, 2000, filed
with the Commission on July 31, 2000).
4.2 Amendment to the Articles of Incorporation of Elecsys Corporation,
dated November 1, 2000.
4.3 Restated Bylaws of Elecsys Corporation (incorporated by reference to
Exhibit 3.2 of the Company's Annual Report on Form 10-K for the fiscal
year ended April 30, 2000, filed with the Commission on July 31, 2000).
4.4 A specimen stock certificate representing shares of common stock, par
value $.01 per share (incorporated by reference to Exhibit 4 of the
Company's Annual Report on Form 10-K for the fiscal year ended April
30, 2000, filed with the Commission on July 31, 2000).
5 Opinion of Blackwell Sanders Peper Martin LLP, counsel to the Company.
23.1 Consent of Blackwell Sanders Peper Martin LLP (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney (included in signature page to the Registration
Statement).
99.1 Restated Airport Systems International, Inc. 1991 Stock Option Plan.
Item 9. Undertakings.
Rule 415 Offering.
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The undersigned Company 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 of 1933;
(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. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;
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(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 (i) and (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 with or furnished to the Commission by the
Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.
(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.
Incorporation of Subsequent Exchange Act Documents by Reference.
- ---------------------------------------------------------------
The undersigned Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 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.
Form S-8 Registration Statement.
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Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of
such issue.
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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 Overland Park, State of Kansas, on June 12, 2001.
ELECSYS CORPORATION
By: /s/ Keith S. Cowan
------------------------------------
Keith S. Cowan
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby
severally constitute and appoint Keith S. Cowan and Thomas C. Cargin, and each
of them singly, with full power of substitution and resubstitution, as his or
her true and lawful attorneys with full power to them, and each of them singly,
to sign for the undersigned and in the names of the undersigned in the
capacities indicated below, any and all amendments to this Registration
Statement on Form S-8, and generally to do all such things in the names of the
undersigned and in their capacities as indicated below to enable Elecsys
Corporation to comply with the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming the signatures of the undersigned as they may be signed by said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Walter Stowell Chairman of the Board of Directors June 12, 2001
- ------------------------------------
Walter Stowell
/s/ Thomas C. Cargin Director June 12, 2001
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Thomas C. Cargin
/s/ David D. Gatchell Director June 12, 2001
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David D. Gatchell
/s/ Michael Meyer Director June 12, 2001
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Michael Meyer
/s/ David Schulte Director June 12, 2001
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David Schulte
/s/ Robert Taylor Director June 12, 2001
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Robert Taylor
/s/ Keith S. Cowan Director June 12, 2001
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Keith S. Cowan
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Index of Exhibits
Exhibit
Number Document
- ------ --------
4.1 Articles of Incorporation of Elecsys Corporation, as amended (incorporated
by reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K for
the fiscal year ended April 30, 2000, filed with the Commission on July 31,
2000).
4.2 Amendment to the Articles of Incorporation of Elecsys Corporation, dated
November 1, 2000.
4.3 Restated Bylaws of Elecsys Corporation (incorporated by reference to
Exhibit 3.2 of the Company's Annual Report on Form 10-K for the fiscal year
ended April 30, 2000, filed with the Commission on July 31, 2000).
4.4 A specimen stock certificate representing shares of common stock, par value
$.01 per share (incorporated by reference to Exhibit 4 of the Company's
Annual Report on Form 10-K for the fiscal year ended April 30, 2000, filed
with the Commission on July 31, 2000).
5 Opinion of Blackwell Sanders Peper Martin LLP, counsel to the Company.
23.1 Consent of Blackwell Sanders Peper Martin LLP (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney (included in the signature page to the Registration
Statement).
99.1 Restated Airport Systems International, Inc. 1991 Stock Option Plan.
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Certificate of Amendment
Name of corporation: AIRPORT SYSTEMS INTERNATIONAL, INC.
We, Keith S. Cowan, President and Thomas C. Cargin, Secretary of the
above named corporation, a corporation organized and existing under the laws of
the State of Kansas, do hereby certify that at a meeting of the Board of
Directors of the corporation, the board adopted a resolution setting forth the
following amendment to the Articles of Incorporation and declaring its
advisability:
Article One of the Articles of Incorporation is amended in its entirety
to read as follows:
The name of the corporation is ELECSYS CORPORATION.
We further certify that thereafter, pursuant to the resolution and in
accordance with the bylaws of the corporation and the laws of the State of
Kansas, the Board of Directors called a meeting of stockholders for
consideration of the proposed amendment, and thereafter, pursuant to notice and
in accordance with the statutes of the State of Kansas, the stockholders
convened and considered the proposed amendment.
We further certify that at the meeting a majority of the stockholders
entitled to vote voted in favor of the proposed amendment.
We further certify that the amendment was duly adopted in accordance
with the provisions of K.S.A. 17-6602, as amended.
In Testimony Whereof, we have hereunto set our hands this 1st day of
November, 2000.
/s/ Keith S. Cowan
----------------------------
Keith S. Cowan, President
/s/ Thomas C. Cargin
----------------------------
Thomas C. Cargin, Secretary
STATE OF KANSAS )
) ss.
COUNTY OF JOHNSON )
Be it remembered that before me, a Notary Public in and for the
aforesaid county and state personally appeared Keith S. Cowan, President and
Thomas C. Cargin, Secretary of the corporation named in this document, who are
known to me to be the same persons who executed the foregoing certificate and
duly acknowledged its execution of the same this 19th day of October, 2000.
/s/ Jeanne M. Hayes
-----------------------------------------
Notary Public
My appointment or commission expires: May 29, 2003.
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