As filed with the Securities and Exchange Commission on July 25, 2001
REGISTRATION NO. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ADVANCED AERODYNAMICS AND STRUCTURES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4257380
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3205 Lakewood Boulevard, Long Beach, California 90808
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(562) 938-8618
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
Carl L. Chen
Chairman and Chief Executive Officer
3205 Lakewood Blvd.
Long Beach, CA 90808
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES OF COMMUNICATIONS TO:
OTTO E. SORENSEN, ESQ.
LUCE, FORWARD, HAMILTON & SCRIPPS LLP
600 WEST BROADWAY, SUITE 2600
SAN DIEGO, CALIFORNIA 92101
(619) 699-2534
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME 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, PLEASE CHECK THE
FOLLOWING BOX. [_]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE
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. [X] 333-
36450
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. [_]
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Unit Price Registration Fee
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Class A Common/(1)/Stock 15,000,000 $ 0.22 /(3)/ $3,300,000 $825
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Class A Common/(2)/ Stock 2,000,000 $0.242 $ 484,000 $121
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TOTAL 17,000,000 ------ $3,784,000 $946
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(1) Issuable upon the conversion of $1,000,000 principal amount of Secured
Convertible Notes. Also registered hereunder are an indeterminate number
of additional shares of Class A Common Stock which may become issuable by
virtue of anti-dilution provisions of the Secured Convertible Notes.
(2) Issuable upon the exercise of warrants issued in connection with the
issuance of the Secured Convertible Notes at an exercise price of $.__ per
share. Also registered hereunder are an indeterminate number of additional
shares of Class A Common Stock which may become issuable by virtue of anti-
dilution provisions in the warrants.
(3) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c), based on the average of the bid and asked prices
of the Registrant's common stock as reported on the OTC Bulletin Board for
July 24, 2001, which date is within 5 business days prior to the initial
filing date of this Registration Statement.
EXPLANATORY STATEMENT
This registration statement is being filed with respect to the registration
of additional shares of Class A Common Stock (the "Common Stock") of Advanced
Aerodynamics Structures, Inc., a Delaware corporation (the "Company") pursuant
to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities
Act") and pursuant to General Instruction IV to Form S-3. In accordance with
Rule 462(b), this registration statement incorporates by reference the contents
of the Company's registration statement on Form S-3 (Reg. No. 333-59746) which
was declared effective by the Securities and Exchange Commission on May 14,
2001. Pursuant to Rule 429 under the Securities Act, the securities registered
in Registration Number 333-59746 may be offered and sold together with the
securities registered hereunder through the use of the combined prospectus
included in Registration Number 333-59746.
EXHIBITS
Exhibit No. Description
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5.1 Form of Opinion of Luce, Forward, Hamilton & Scripps LLP as to
legality of securities being offered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Luce, Luce, Forward, Hamilton & Scripps LLP (included
in Exhibit 5.1)
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Long Beach, State of California, on July 25, 2001.
ADVANCED AERODYNAMICS & STRUCTURES, INC.
By: /s/ Carl L. Chen
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Carl L. Chen, President
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
Signature Title Date
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/s/ Carl L. Chen President, Chief Executive Officer, and 7/25/01
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Carl L. Chen Chairman of the Board
/s/ Dave Turner Vice President - Finance and Chief Financial 7/25/01
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Dave Turner Officer
/s/ C.M. Cheng Director 7/25/01
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C.M. Cheng
/s/ Jim Lovell Director 7/25/01
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Jim Lovell
/s/ S.B. Lai Director 7/25/01
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S.B. Lai
/s/ Roy H. Norris Director 7/25/01
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Roy H. Norris
/s/ Robert P. Kaplan Director 7/25/01
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Hon. Robert P. Kaplan
1
EXHIBITS INDEX
5.1 Form of Opinion of Luce, Forward, Hamilton & Scripps LLP as to
legality of securities being offered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Luce, Luce, Forward, Hamilton & Scripps LLP (included
in Exhibit 5.1)