As filed with the Securities and Exchange Commission on September 6, 1996.
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GREENWICH AIR SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 58-1758941
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
P.O. BOX 522187
4590 N.W. 36TH STREET
MIAMI, FLORIDA 33122
(305) 526-7000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
GREENWICH AIR SERVICES, INC. 1992 EMPLOYEE STOCK OPTION PLAN
STOCK OPTION GRANTED TO CHESTERFIELD SMITH
STOCK OPTION GRANTED TO CHARLES A. GABRIEL
STOCK OPTION GRANTED TO CHARLES J. SIMONS
(FULL TITLE OF THE PLAN)
DARD F. STAGG
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
GREENWICH AIR SERVICES, INC.
4590 N.W. 36TH STREET
MIAMI, FLORIDA 33122
(305) 526-7000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
HOWARD E. TURNER, ESQ.
SMITH, GAMBRELL & RUSSELL
SUITE 3100, PROMENADE II
1230 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30383-2501
(404) 815-3500
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of Proposed maximum Maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per unit price fee
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Class B 165,250 shares (1) $18.75 (2) $3,098,438 (2) $1069
Common Stock,
par value $.01
per share 225,350 shares (3) $9.897 (4) $2,230,289 $ 769
(1) Shares available for grant as of September 6, 1996 under the Greenwich Air
Services, Inc. 1992 Employee Stock Option Plan (the "Plan").
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to the provisions of Rule 457(c) & (h)(1) under the Securities Act of
1933, as amended (the "Securities Act"). Based on prices on the NASDAQ National
Market System on September 3, 1996, as reported in THE WALL STREET JOURNAL.
(3) Shares subject to options outstanding as of September 6, 1996 under Stock
Option granted to Chesterfield Smith (5,000 shares), Stock Option granted to
Charles A. Gabriel (2,100 shares), Stock Option granted to Charles J. Simons
(5,000 shares), and the Plan (213,250 shares).
(4) Weighted average per share adjusted exercise price of options referenced
in footnote (3) above.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference in this Registration
Statement and its Prospectus the following documents:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995, filed with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13 of the Securities Exchange Act of 1934 (the
"Exchange Act");
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended December 31, 1995, March 31, 1996, and June 30, 1996;
(c) The description of the Company's Class B Common Stock included in
its Registration Statement on Form 8-A filed on April 30, 1996 with the
Commission pursuant to Section 12(g) of the Exchange Act; and
(d) All 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 have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this prospectus and to be a part hereof from
the date of filing of such documents.
Any statement contained in a document 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 be deemed, except
as so modified and superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities offered is registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
3
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws, as amended to date, provide for indemnification of
officers and directors of the Registrant to the fullest extent permitted by the
Delaware General Corporation Law ("DGCL"), including under Section 145 of the
DGCL. Section 145 of the DGCL generally grants corporations the power to
indemnify their directors, officers, employees and agents of a corporation in
accordance with the provisions thereof. The Amended and Restated Certificate of
Incorporation contains provisions that eliminate the personal liability of each
director and officer to the Registrant or its stockholders for monetary damages
for breach of fiduciary duty as a director or officer, except (i) for breaches
of such director's or officer's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, or (iv) for any transaction from which such director or officer
derived an improper personal benefit.
The Registrant has entered into Indemnification Agreements with each of
its directors and executive officers pursuant to which the Registrant has agreed
to indemnify such persons against certain claims brought against them as a
result of serving in such capacities. The Indemnification Agreements provide
that generally the Registrant will reimburse the director/executive officer for
all costs and expenses incurred in defending or investigating an indemnified
claim, in advance of the final disposition thereof. The Indemnification
Agreements also provide that the director/executive officer will repay the
Registrant for any costs or expenses advanced if it is ultimately determined by
a court of competent jurisdiction in a final, non-appealable adjudication, that
the director/executive officer is not entitled to indemnification under the
terms of the Indemnification Agreement.
The Registrant also has in place a Directors and Officers liability
insurance policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
5.1 Opinion of Smith, Gambrell & Russell
23.1 Consent of Smith, Gambrell & Russell, included in
Exhibit 5.1
23.2 Consent of Deloitte & Touche LLP
99.1 Greenwich Air Services, Inc. 1992 Stock Option Plan
99.2 Amendment No. 1 to Greenwich Air Services, Inc. 1992 Stock
Option Plan
4
ITEM 9. UNDERTAKINGS.
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 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;
(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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company'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 this 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions of the Company's By-Laws, or otherwise, the
Company has been advised that in the opinion of the 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 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 of 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.
5
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE 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 ON FORM S-8 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED IN THE CITY OF MIAMI, STATE OF FLORIDA, ON SEPTEMBER 6, 1996.
By: /s/ EUGENE P. CONESE
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Eugene P. Conese
Chairman and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT ON FORM S-8 HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
SIGNATURES CAPACITY DATE
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/s/ EUGENE P. CONESE Chairman, Chief Executive September 6, 1996
- ------------------------- Officer and Director
Eugene P. Conese (Principal Executive Officer)
/s/ EUGENE P. CONESE, JR. President, Chief Operating September 6, 1996
- -------------------------- Officer and Director
Eugene P. Conese, Jr.
/s/ ROBERT J. VANARIA Senior Vice President of September 6, 1996
- -------------------------- Administration and Chief
Robert J. Vanaria Financial Officer (Principal
Financial Officer)
/s/ ORLANDO M. MACHADO Vice President of Finance September 6, 1996
- -------------------------- (Principal Accounting
Orlando M. Machado Officer)
/s/ CHARLES A. GABRIEL Director September 6, 1996
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General Charles A. Gabriel
/s/ CHARLES J. SIMONS Director September 6, 1996
- --------------------------
Charles J. Simons
/s/ CHESTERFIELD SMITH Director September 6, 1996
- --------------------------
Chesterfield Smith
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Smith, Gambrell & Russell
23.1 Consent of Smith, Gambrell & Russell, included in
Exhibit 5.1
23.2 Consent of Deloitte & Touche LLP
99.1 Greenwich Air Services, Inc.
1992 Stock Option Plan (c/k/a the Greenwich Air
Services, Inc. 1992 Employee Stock Option Plan)
99.2 Amendment No. 1 to Greenwich Air Services, Inc.
1992 Stock Option Plan
7