As filed with the Securities and Exchange Commission on September 12, 2003
Registration No. 333-_____
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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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FIRST AVIATION SERVICES INC.
(Exact name of registrant as specified in its charter)
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Delaware 06-1419064
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
15 Riverside Avenue
Westport, Connecticut 06880-4214
Telephone: (203) 291-3300
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
FIRST AVIATION SERVICES INC. STOCK INCENTIVE PLAN
(Full title of the plan)
Michael C. Culver
15 Riverside Avenue
Westport, Connecticut 06880-4214
Telephone: (203) 291-3300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
Fredrick S. Green, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered(1) per share(2) price(2) fee(2)
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Common Stock, par
value $0.01 per share 200,000 $3.42 $684,000 $55.34
(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the
Securities Act of 1933.
(2) Pursuant to Rule 457(h), the maximum offering price, per share and in the
aggregate, and the registration fee were calculated based upon average of
the high and low prices of the Common Stock on September 10, 2003, as
reported on the National Association of Securities Dealers Automated
Quotation System SmallCap Market System.
EXPLANATORY NOTE
This Registration Statement is filed in accordance with General
Instruction E of Form S-8 for the purpose of registering 200,000 additional
shares of common stock, par value $0.01 per share, of First Aviation Services
Inc. (the "Company"), for issuance pursuant to awards under the First Aviation
Services Inc. Stock Incentive Plan, as amended. The contents of the following
Registration Statements on Form S-8 previously filed by the Company with the
Commission hereby are incorporated by reference: Registration Statement Nos.
333-25915 (filed April 25, 1997), 333-80125 (filed on June 7, 1999), and
333-25915 (September 20, 2001).
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 Westport, State of Connecticut, on this 12th day of
September, 2003.
First Aviation Services Inc.
By: /s/ Michael C. Culver
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Michael C. Culver
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Michael C. Culver, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
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 date indicated.
Signature Title Date
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/s/ Aaron P. Hollander Chairman of the Board September 12, 2003
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Aaron P. Hollander
/s/ Michael C. Culver Chief Executive Officer and Director September 12, 2003
- --------------------- (Principal Executive Officer)
Michael C. Culver
/s/ Michael D. Davidson Secretary and Chief Financial Officer September 12, 2003
- ----------------------- (Principal Financial and Accounting Officer)
Michael D. Davidson
/s/ Stanley J. Hill Director September 12, 2003
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Stanley J. Hill
/s/ Robert L. Kirk Director September 12, 2003
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Robert L. Kirk
/s/ Joseph J. Lhota Director September 12, 2003
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Joseph J. Lhota
EXHIBIT INDEX
Exhibit
Number Description
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4.1 Restated Certificate of Incorporation (incorporated by reference and filed as Exhibit 3.1 to the
Company's Registration Statement on Form S-1 (No. 333-18647), as amended, filed on December 23, 1996
(the "S-1 Registration Statement").
4.2 Certificate of Correction to the Restated Certificate of Incorporation (incorporated by reference
and filed as Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the quarterly period
ended July 31, 2003).
4.3 Amended and Restated Bylaws (incorporated by reference and filed as Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2001).
4.4 First Aviation Services Inc. Stock Incentive Plan (incorporated by reference and filed as a Exhibit
10.14 to the Company's Amendment No. 3 to S-1 Registration Statement, filed on February 24, 1997).
4.5 Amendment No. 1 to the First Aviation Services Inc. Stock Incentive Plan (incorporated by reference
and filed as Exhibit 10.39 to the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1998).
4.6 Amendment No. 2 to the First Aviation Services Inc. Stock Incentive Plan (incorporated by reference
and filed as Exhibit 4.5 to the Company's Registration Statement on Form S-8 (No. 333-25915) on
September 20, 2001).
4.7 Amendment No. 3 to the First Aviation Services Inc. Stock Incentive Plan (incorporated by reference
and filed as Exhibit 10.21 to the Company's Quarterly Report on Form 10-Q for the quarterly period
ended July 31, 2003).
5.1 Opinion of Weil, Gotshal & Manges LLP (opinion of counsel).
23.1 Consent of Ernst & Young LLP,
Independent Auditors.
23.2 Consent of Weil, Gotshal & Manges LLP, counsel
(included in Exhibit 5.1).
24. Power of Attorney (included as part of the signatures
page to this Registration Statement and incorporated
herein by reference).