-----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, UpTSB4ZPaErYYklWPGUDLuhIvoWHLteDxWJCY9Hb9qBJo2b/Dv/Rjkswg/jt5aZw gZH3qsRxbGlYuTfqwq9r+w== 0000950170-97-000488.txt : 19970430 0000950170-97-000488.hdr.sgml : 19970430 ACCESSION NUMBER: 0000950170-97-000488 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970429 EFFECTIVENESS DATE: 19970429 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEICO CORP CENTRAL INDEX KEY: 0000046619 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT ENGINES & ENGINE PARTS [3724] IRS NUMBER: 650341002 STATE OF INCORPORATION: FL FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-26059 FILM NUMBER: 97589922 BUSINESS ADDRESS: STREET 1: 3000 TAFT ST CITY: HOLLYWOOD STATE: FL ZIP: 33021 BUSINESS PHONE: 3059876101 MAIL ADDRESS: STREET 1: 3000 TAFT STREET CITY: HOLLYWOOD STATE: FL ZIP: 33021 FORMER COMPANY: FORMER CONFORMED NAME: HEINICKE INSTRUMENTS CO DATE OF NAME CHANGE: 19860417 S-8 1 As filed with the Securities and Exchange Commission on April 29, 1997. Registration No. 333-____ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- HEICO CORPORATION (Exact name of registrant as specified in its charter) -------------- FLORIDA 65-0341002 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3000 TAFT STREET HOLLYWOOD, FLORIDA 33021 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) -------------- HEICO CORPORATION 1993 STOCK OPTION PLAN (Full title of the Plan) THOMAS S. IRWIN, EXECUTIVE VICE PRESIDENT HEICO CORPORATION 3000 TAFT STREET HOLLYWOOD, FLORIDA 33021 (954) 987-6101 (Name, address, including zip code, and telephone number, including area code, of agent for service) WITH A COPY TO: STUART D. AMES, ESQ. STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. 150 WEST FLAGLER STREET, SUITE 2200 MIAMI, FLORIDA 33130 (305) 789-3540
CALCULATION OF REGISTRATION FEE ========================================================================================================================= PROPOSED PROPOSED TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE(1) FEE - ------------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 265,076 shares $22.94 $6,080,843 $1,842.68 =================================== ===================== =================== ===================== ================== (1) Estimated solely for purpose of calculating the registration fee pursuant to Rule 457(h) on the basis of the average of the high and low prices of the Common Stock as reported on the American Stock Exchange on April 28, 1997.
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF FORM S-8 REGISTRATION STATEMENT The contents of the Registration Statement on Form S-8 (No. 33-62156) filed by HEICO Corporation (the "Company") with the Securities and Exchange Commission, dated May 5, 1993, with respect to the registration of shares of the Company's common stock, par value $.01 per share, issuable pursuant to the HEICO Corporation 1993 Stock Option Plan, are incorporated herein by this reference. Item 8. EXHIBITS 5 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 23.1 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (included as part of Exhibit 5 above). 23.2 Consent of Independent Certified Public Accountants. 24.1 Powers of Attorney (included as part of the Signature Page of this Registration Statement). 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 had duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hollywood, State of Florida, on the 29th day of April, 1997. HEICO CORPORATION By: /s/ THOMAS S. IRWIN ------------------------------------------------ Thomas S. Irwin, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Laurans A. Mendelson and Thomas S. Irwin, and each of them, 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, including post-effective 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 attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them, or their 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 dates indicated.
SIGNATURE TITLE DATE - --------- ----- ---- PRINCIPAL EXECUTIVE OFFICER: /S/ LAURANS A. MENDELSON Chairman of the Board, April 28, 1997 - -------------------------------- Chief Executive Officer, Laurans A. Mendelson President and Director (Principal Executive Officer) PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER: /S/ THOMAS S. IRWIN Executive Vice President and April 28, 1997 - -------------------------------- Chief Financial Officer (Principal Thomas S. Irwin Financial and Accounting Officer)
SIGNATURE TITLE DATE - --------- ----- ---- /S/ JACOB T. CARWILE Director April 28, 1997 - -------------------------------- Jacob T. Carwile /S/ SAMUEL L. HIGGINBOTTOM Director April 28, 1997 - -------------------------------- Samuel L. Higginbottom /S/ PAUL F. MANIERI Director April 28, 1997 - -------------------------------- Paul F. Manieri /S/ ERIC A. MENDELSON Director April 28, 1997 - -------------------------------- Eric A. Mendelson /S/ VICTOR H. MENDELSON Director April 28, 1997 - -------------------------------- Victor H. Mendelson /S/ ALBERT MORRISON, JR. Director April 28, 1997 - -------------------------------- Albert Morrison, Jr. /S/ DR. ALAN SCHRIESHEIM Director April 28, 1997 - -------------------------------- Dr. Alan Schriesheim /S/ GUY C. SHAFER Director April 28, 1997 - -------------------------------- Guy C. Shafer
INDEX TO EXHIBITS SEQUENTIALLY EXHIBIT NO. DESCRIPTION NUMBERED PAGE - ----------- ----------- ------------- 5 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 23.2 Consent of Independent Certified Public Accountants EX-5 2 OPINION OF STEARNS WEAVER April 29, 1997 HEICO Corporation 3000 Taft Street Hollywood, Florida 33021 Gentlemen: We have acted as counsel for HEICO Corporation, a Florida corporation (the "Company"), with respect to the preparation and filing with the Securities and Exchange Commission of a Form S-8 Registration Statement (the "Registration Statement") in connection with the registration of 265,076 shares of the Company's common stock, par value $.01 per share (the "Common Stock"), issuable pursuant to the HEICO Corporation 1993 Stock Option Plan (the "Plan"). In so acting, we have examined the originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments and such certificates or corporate documents of public officials, and of officers and representatives of the Company, and have made such inquiries of such officers and representatives of the Company, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth. We have examined the Registration Statement, including all exhibits thereto, as filed with the Securities and Exchange Commission, and the Articles of Incorporation and Bylaws of the Company, as amended. We have also examined and are familiar with the proceedings taken by the Company to authorize the issuance of the shares of the Common Stock pursuant to the Plan. This opinion has been prepared and is to be construed in accordance with the Report on Standards For Florida Opinions dated April 8, 1991 issued by the Business Law Section of The Florida Bar (the "Report"). The Report is incorporated by reference into this opinion. In rendering the following opinion, we have made no assumptions other than those set forth in the Report. HEICO Corporation April 29, 1997 Page 2 Based upon our examination and consideration of the foregoing documents and information, and in reliance thereon, we are of the opinion that the 265,076 shares of Common Stock registered under the Registration Statement and issuable in accordance with the Plan will, if and when issued and delivered by the Company against payment of adequate consideration therefor in accordance with the Plan, be validly issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. EX-23.2 3 CONSENT OF INDEPENDENT CERT. PUBLIC ACCOUNTANTS INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of HEICO Corporation on Form S-8 of our report dated December 27, 1996, appearing in the Annual Report on Form 10-K of HEICO Corporation for the year ended October 31, 1996. /s/ Deloitte & Touche LLP Certified Public Accountants Miami, Florida April 23, 1997 -----END PRIVACY-ENHANCED MESSAGE-----