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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 1999.
REGISTRATION NO. 333-_____________.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN AIRCARRIERS SUPPORT, INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 52-2081515
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
587 GREENWAY INDUSTRIAL DRIVE
LAKEMONT BUSINESS PARK
FORT MILL, SOUTH CAROLINA 29715
TELEPHONE: (803) 548-2160
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
AMERICAN AIRCARRIERS SUPPORT, INCORPORATED
1998 OMNIBUS STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
KARL F. BROWN
587 GREENWAY INDUSTRIAL DRIVE
LAKEMONT BUSINESS PARK
FORT MILL, SOUTH CAROLINA 29715
TELEPHONE: (803) 548-2160
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPY TO:
ROBERT W. WALTER, ESQ.
BERLINER ZISSER WALTER & GALLEGOS, P.C.
1700 LINCOLN STREET, SUITE 4700
DENVER, COLORADO 80203
TELEPHONE: (303) 830-1700
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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COMMON STOCK(2).................. 273,250 $6.00 $1,639,500 $456.00
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COMMON STOCK(2).................. 120,000 6.60 792,000 220.00
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COMMON STOCK(2).................. 200,000 9.625 1,925,000 535.00
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COMMON STOCK(2).................. 306,750 8.875 2,722,407 757.00
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TOTAL(2)......................... 900,000 $7,078,907 $1,968.00
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(1) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
PURSUANT TO RULE 457(h). REPRESENTS THE AVERAGE OF THE HIGH AND LOW PRICES
FOR THE COMMON STOCK AS QUOTED ON THE NASDAQ NATIONAL MARKET ON SEPTEMBER
10, 1999.
(2) PURSUANT TO RULE 416, INCLUDES SUCH INDETERMINATE NUMBER OF ADDITIONAL
SHARES OF COMMON STOCK AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE
ANTI-DILUTION PROVISIONS OF THE STOCK OPTION PLAN IN THE EVENT OF A STOCK
SPLIT, STOCK DIVIDEND OR SIMILAR EVENT.
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PART I
INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB filed pursuant to
Section 13(a) or 15(d) under the Securities Exchange Act of
1934, as amended, on March 16, 1999 and amended on June 3, 1999,
which Annual Report contains audited financial statements for
the Company's fiscal year ended December 31, 1998.
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the
Company's Annual Report referred to in (a) above; and
(c) The description of Common Stock contained in the Company's
Registration Statement on Form 8-A filed May 18, 1998 under the
Exchange Act, which Form 8-A incorporated by reference the
description of the Company's capital stock contained in the
Company's Registration Statement on Form SB-2 (S.E.C. File No.
333-48497), as filed with the Commission under the Securities
Act of 1933, as amended, and declared effective May 28, 1998.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 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 herein by reference and to be part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the securities offered will be passed upon for the
Company by Berliner Zisser Walter & Gallegos, P.C., Denver, Colorado. A partner
of such firm holds options to acquire 20,000 shares of Common Stock of the
Company and owns 17,000 shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the provisions of the Delaware General Corporation Law,
the Company has adopted provisions in its Certificate of Incorporation which
provide that directors of the Company shall not be personally liable for
monetary damages to the Company or its stockholders for a breach of fiduciary
duty as a director, except for liability as a result of (i) a breach of the
director's duty of loyalty to the Company or its stockholders; (ii) acts or
omissions not in good faith or which involve intentional misconduct or
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knowing violation of law; (iii) an act related to the unlawful stock repurchase
or payment of a dividend under Section 174 of Delaware General Corporation Law;
or (iv) transactions from which the director derived an improper personal
benefit. Such limitation of liability does not affect the availability of
equitable remedies such as injunctive relief or rescission.
The Company's Certificate of Incorporation states that the Company's
officers, directors, incorporator, employees and agents are entitled to be
indemnified by the Company to the full extent permitted under Delaware law. The
Company intends to enter into separate indemnification agreements with its
directors and officers which may, in some cases, be broader than the specific
indemnification provisions contained in the Delaware General Corporation Law.
The indemnification agreements may require the Company, among other things, to
indemnify such officers and directors against certain liabilities that may arise
by reason of their status or service as directors or officers (other than
liabilities arising from willful misconduct of a culpable nature), to advance
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified, and to obtain directors' and officers' insurance if
available on reasonable terms.
At present, there is no pending litigation or proceeding involving a
director, officer, employee or agent of the Company where indemnification will
be required or permitted. The Company is not aware of any threatened litigation
or proceeding which may result in a claim for such indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
* 4.1. Form of specimen certificate for Common Stock of the Company.
* 4.1.2 Form of Representative's Warrant Agreement to Cruttenden Roth Incorporated.
* 4.2. Registration Rights Agreement between the Company and M. Mike Evans.
* 4.3. Registration Rights Agreement between the Company and Condor Flight Spares, Inc.
* 4.4. Registration Rights Agreement between the Company and American Jet Engines Services, Inc.
** 5. Opinion of Berliner Zisser Walter & Gallegos, P.C., regarding legality of the securities
covered by this Registration Statement.
** 10.3.2 American Aircarriers Support, Incorporated 1998 Omnibus Stock Option Plan, as amended.
15. Not applicable.
** 23.1. The consent of Berliner Zisser Walter & Gallegos, P.C., to the use of its opinion with
respect to the legality of the securities covered by this Registration Statement is
included in Exhibit 5.
** 23.2. Consent of Cherry, Bekaert & Holland, L.L.P., independent certified public accountants.
24. Not applicable.
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* Incorporated by reference from the Company's Registration Statement on
Form SB-2 (S.E.C. File No. 333-48497).
** Filed herewith.
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ITEM 9. UNDERTAKINGS.
(a) Rule 415.
The undersigned small business issuer hereby undertakes that it will:
(1) File, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to:
(iii) Include any additional or changed material information
on the plan of distribution.
(2) For determining liability under the Securities Act of 1933
(the "Securities Act"), treat each post-effective amendment as a new
registration statement of securities offered, and the offering of the
securities at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
(b) Warrants and rights offerings.
Not applicable.
(h) Indemnification.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer 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 small
business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer 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 small business
issuer 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 Fort Mill, State of South Carolina, on September 16,
1999.
AMERICAN AIRCARRIERS SUPPORT, INCORPORATED
By: /s/ Karl F. Brown
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Karl F. Brown, Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Karl F. Brown Chairman of the Board and September 16, 1999
- ------------------------------- Chief Executive Officer
Karl F. Brown (Principal Executive Officer)
/s/ Joseph E. Civiletto President, Chief Operating September 16, 1999
- ------------------------------- Officer and Director
Joseph E. Civiletto
/s/ Elaine T. Rudisill Chief Financial Officer (Principal September 16, 1999
- ------------------------------- Financial and Accounting Officer)
Elaine T. Rudisill
/s/ David M. Furr Director September 16, 1999
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David M. Furr
/s/ Pamela K. Clement Director September 16, 1999
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Pamela K. Clement
/s/ Director
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James T. Comer, III
/s/ Anton K. Khoury Director September 16, 1999
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Anton K. Khoury
/s/ Michael F. Evans Director September 16, 1999
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Michael F. Evans
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EXHIBIT INDEX
* 4.1. Form of specimen certificate for Common Stock of the Company.
* 4.1.2 Form of Representative's Warrant Agreement to Cruttenden Roth Incorporated.
* 4.2. Registration Rights Agreement between the Company and M. Mike Evans.
* 4.3. Registration Rights Agreement between the Company and Condor Flight Spares, Inc.
* 4.4. Registration Rights Agreement between the Company and American Jet Engines Services, Inc.
** 5. Opinion of Berliner Zisser Walter & Gallegos, P.C., regarding legality of the securities
covered by this Registration Statement.
** 10.3.2 American Aircarriers Support, Incorporated 1998 Omnibus Stock Option Plan, as amended.
15. Not applicable.
** 23.1. The consent of Berliner Zisser Walter & Gallegos, P.C., to the use of its opinion with
respect to the legality of the securities covered by this Registration Statement is
included in Exhibit 5.
** 23.2. Consent of Cherry, Bekaert & Holland, L.L.P., independent certified public accountants.
24. Not applicable.
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* Incorporated by reference from the Company's Registration Statement on
Form SB-2 (S.E.C. File No. 333-48497).
** Filed herewith.