As Filed with the Securities and Exchange Commission on December 9, 2003.
Registration No. 333-68334
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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BE Aerospace, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1209796
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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1400 Corporate Center Way
Wellington, Florida 33414
(561) 791-5000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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Thomas P. McCaffrey
Chief Financial Officer
BE Aerospace, Inc.
1400 Corporate Center Way
Wellington, Florida 33414
(561) 791-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service of process)
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with copies to:
Rohan S. Weerasinghe
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.|_|
If any of the securities being registered on this Form are being
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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EXPLANATORY NOTE
This post-effective amendment No. 1 is being filed solely for
the purpose of removing from registration the shares of common stock, par value
$.01, (the "Common Stock") of BE Aerospace, Inc. (the "Company") offered hereby
by certain selling stockholders of the Company named herein (collectively, the
"Selling Stockholders") that remain unsold at the termination of this offering
pursuant to Item 512(a)(3) of Regulation S-K. The registration of the shares of
the Company's Common Stock hereby pursuant to this resale shelf-registration
statement was filed in connection with the acquisition of M&M Aerospace
Hardware, Inc. by the Company.
Pursuant to a stock purchase agreement among the Company, Paul
Mittentag, Adrianne Mittentag, Paul Mittentag 1997 6-Year GRAT, Paul Mittentag
1997 8-Year GRAT, Paul Mittentag 2000 8-Year GRAT, Adrianne Mittentag 1997
8-Year GRAT, Adrianne Mittentag 2000 8-Year GRAT and Adrianne Mittentag 1997
10-Year GRAT, Stuart Mittentag, Mark Mittentag, David Leshner and Jennifer
Leshner, the Company was required to cause the registration statement to remain
effective until the earliest to occur of (i) September 10, 2003, which is two
years from the date such registration statement was declared effective, or (ii)
the date that the selling stockholders no longer own any shares of Common Stock
issued as consideration for the acquisition of M&M. Consequently, the Company is
no longer required by the terms of the stock purchase agreement to keep the
registration statement effective. As of December 5, 2003, 1,266,261 shares of
Common Stock registered pursuant to this registration statement remain unsold.
The Company hereby removes such shares from registration. This post-effective
amendment No. 1 does not contain a copy of the prospectus or Part II included in
the Registration Statement as the sole purpose of this filing is to remove from
registration all of the shares of Common Stock offered hereby that remain unsold
pursuant to the registration statement.
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-3 and has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Wellington, State of Florida, on
December 9, 2003.
BE AEROSPACE, INC.
By: *
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Amin J. Khoury
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
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* Chairman of the Board December 9, 2003
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Amin J. Khoury
* President, Chief Executive Officer December 9, 2003
- --------------------------------- principal executive officer), and
Robert J. Khoury Director
* Corporate Senior Vice President of December 9, 2003
- --------------------------------- Administration and Chief Financial
Thomas P. McCaffrey Officer(principal financial and
accounting officer)
* Director December 9, 2003
- ---------------------------------
Jim C. Cowart
* Director December 9, 2003
- ---------------------------------
Richard G. Hamermesh
Director
- ---------------------------------
David C. Hurley
* Director December 9, 2003
- ---------------------------------
Brian H. Rowe
* Director December 9, 2003
- ---------------------------------
Jonathan M. Schofield
* By: /s/ Thomas P. McCaffrey Attorney-in-fact December 9, 2003
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Thomas P. McCaffrey
Attorney-in-fact