-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RPBF+cmwYE2JO67hji8BbAkwfs+ho4MfgpLlCgmzoQweTjz/mPhN/9t9Y/thphhn n4rS5vJE9PBwqgYb1JYouw== 0000902595-98-000044.txt : 19980218 0000902595-98-000044.hdr.sgml : 19980218 ACCESSION NUMBER: 0000902595-98-000044 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980217 EFFECTIVENESS DATE: 19980217 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL AIRCRAFT INVESTORS CENTRAL INDEX KEY: 0001029688 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 954176107 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-46413 FILM NUMBER: 98542516 BUSINESS ADDRESS: STREET 1: 3655 TORRANCE BLVD STREET 2: SUITE 410 CITY: TORRANCE STATE: CA ZIP: 90503 BUSINESS PHONE: 3103163080 MAIL ADDRESS: STREET 1: 3655 TORRANCE BLVD STREET 2: SUITE 410 CITY: TORRANCE STATE: CA ZIP: 90503 S-8 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 As filed with the Securities and Exchange Commission on July 8, 1997. Registration No. 333-_______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________ INTERNATIONAL AIRCRAFT INVESTORS (Exact name of registrant as specified in its charter) ___________________ California 95-4176107 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3655 Torrance Boulevard, Suite 410, Torrance, California 90503 (Address of principal executive offices) INTERNATIONAL AIRCRAFT INVESTORS 1997 ELIGIBLE DIRECTORS STOCK OPINION PLAN (Full title of the plan) ___________________ William E. Lindsey International Aircraft Investors 3655 Torrance Boulevard, Suite 410 Torrance, California 90503 (Name and address of agent for service) ___________________ Telephone number, including area code, of agent for service: (310) 316-3080 ___________________ Copy to: Richard A. Boehmer, Esq. O'Melveny & Myers LLP 400 South Hope Street, Suite 1500 Los Angeles, California 90071 CALCULATION OF REGISTRATION FEE
Proposed Proposed maximum maximum Title of Amount offering aggregate Amount of securities to be price offering registration to be registered registered per unit price fee Common Stock, 50,000<1> $9,875 $493,750 $146 without par value shares __________ <1> This Registration Statement covers, in addition to the number of shares of Common Stock stated above, options and other rights to purchase or acquire the shares of Common Stock covered by the Prospectus and, pursuant to Rule 416, an additional indeterminate number of shares which by reason of certain events specified in the Plan may become subject to the Plan. <2> Pursuant to Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Common Stock on February 11, 1998 on the Nasdaq National Market as published in the Western Edition of The Wall Street Journal.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I of Form S-8 (plan information and registrant information) will be sent or given to employees as specified by Securities and Exchange Commission Rule 428(b)(1). Such documents need not be filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents, which include the statement of availability required by Item 2 of Form S-8, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The description of the Common Stock of International Aircraft Investors (the "Company") contained in its Form 8-A dated October 6, 1997 and any amendment or report filed for the purpose of updating such description is incorporated herein by reference. In addition, the Company's Prospectus, dated November 5, 1997, filed under Rule 424(b) (File No. 333-19875) under the Securities Act of 1933, as amended, and the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 filed under the Securities Exchange Act of 1934, as amended, are hereby incorporated herein by reference. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, are deemed to be incorporated by reference into the prospectus and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document, all or a portion of which is 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 not be deemed, except as so modified or amended, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Amended and Restated Articles of Incorporation of the Company contain provisions eliminating the personal liability of the directors to the Company or its shareholders to the fullest extent permitted under the California General Corporations Law. The Bylaws of the Company provide for indemnification of directors, officers, employees and agents of the Company consistent with the provisions of the California General Corporation Law. The Company also has entered into Indemnity Agreements with each director and officer of the Company. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS See the attached Exhibit Index. ITEM 9. UNDERTAKINGS (a) 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: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated by reference in the 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 regis- tration 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. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the 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. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange 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 registrant 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 registrant 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 Securities Act and will be governed by the final adjudication of such issue. 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 Los Angeles, State of California, on this 17th day of February, 1998. INTERNATIONAL AIRCRAFT INVESTORS By: __/s/ MICHAEL P. GRELLA__ Michael P. Grella President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ WILLIAM E. LINDSEY Chairman of the Board, February 17, 1998 William E. Lindsey Chief Executive Officer and Director (Principal Executive Officer) /s/ MICHAEL P. GRELLA President and Director February 17, 1998 Michael P. Grella /s/ RICHARD O. HAMMOND Vice President -- Finance February 17, 1998 Richard O. Hammond and Treasurer (Principal Financial Officer) /s/ ALAN G. STANFORD, JR. Vice President -- Controller February 17, 1998 Alan G. Stanford, Jr. (Principal Accounting Officer) /s/ STUART M. WARREN Director February 17, 1998 Stuart M. Warren /s/ AARON MENDELSOHN Director February 17, 1998 Aaron Mendelsohn /s/ CHRISTER SALEN Director February 17, 1998 Christer Salen /s/ KENNETH TAYLOR Director February 17, 1998 Kenneth Taylor /s/ RALPH O. HELLMOLD Director February 17, 1998 Ralph O. Hellmold /s/ MAGNUS GUNNARSSON Director February 17, 1998 Magnus Gunnarsson
EXHIBIT INDEX Exhibit Number Description 4. International Aircraft Investors 1997 Eligible Directors Stock Option Plan (filed as an exhibit to the Company's Registration Statement (File No. 333-19875) and incorporated herein by reference) 5. Opinion of O'Melveny & Myers LLP (opinion re legality). 23.1 Consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants. 23.2 Consent of Counsel (included in Exhibit 5). EX-5 2 OPINION OF COMPANY COUNSEL February 17th 1 9 9 8 (213) 669-6000 411,967-001 LA1-778246.V1 International Aircraft Investors 3655 Torrance Boulevard, Suite 410 Torrance, California 90503 Ladies and Gentlemen: This opinion is rendered in connection with the filing by International Aircraft Investors, a California corporation (the "Company"), of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, covering 50,000 shares of Common Stock, no par value (the "Shares"), of the Company to be issued pursuant to its 1997 Eligible Directors Stock Option Plan (the "Plan"). We have examined such records of the Company and other documents as we have deemed necessary for the purposes of this opinion. Based upon such examination and upon such matters of fact and law as we have deemed relevant, we are of the opinion that when the Shares are issued and paid for in accordance with any appropriate action or authorization by the Board of Directors of the Company or an authorized committee thereof as required or contemplated under the Plan and in accordance with the provisions of the Plan and relevant agreements duly authorized by and completed in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and non-assessable. We hereby consent to the Registration Statement. Respectfully submitted, O'MELVENY & MYERS LLP EX-23.1 3 ACCOUNTANTS' CONSENT We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the International Aircraft Investors 1997 Eligible Directors Stock Option Plan of our report dated January 31, 1997, except the third paragraph of Note 9 which is as of March 4, 1997 and Note 5 which is as of March 26, 1997, included in the Prospectus of International Aircraft Investors dated November 5, 1997. KPMG PEAT MARWICK LLP Los Angeles, California February 13, 1998 -----END PRIVACY-ENHANCED MESSAGE-----