-----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, KQkqU4LCyyFS6G2RaAcn6Tx4360q66tx5dJ4W8sL56JtcTwEcndYxJBIYMUFTxhx ujIh3xHXZ+vLKdJIBldTTg== 0000909518-96-000449.txt : 19961231 0000909518-96-000449.hdr.sgml : 19961231 ACCESSION NUMBER: 0000909518-96-000449 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961227 EFFECTIVENESS DATE: 19961227 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIR EXPRESS INTERNATIONAL CORP /DE/ CENTRAL INDEX KEY: 0000700674 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 362074327 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-18853 FILM NUMBER: 96686640 BUSINESS ADDRESS: STREET 1: 120 TOKENEKE RD PO BOX 1231 CITY: DARIEN STATE: CT ZIP: 06820 BUSINESS PHONE: 2036557900 MAIL ADDRESS: STREET 1: 120 TOKENEKE RD STREET 2: P O BOX 1231 CITY: DARIEN STATE: CT ZIP: 06820 S-8 1 AIR EXPRESS INTERNATIONAL CORPORATION As filed with the Securities and Exchange Commission on December 27, 1996 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------- AIR EXPRESS INTERNATIONAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 31-2074327 (State or Other Jurisdiction (I.R.S. Employer Identification of Incorporation or No.) Organization) 120 Tokeneke Road Darien, CT 06820 (Address, Including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices) AIR EXPRESS INTERNATIONAL CORPORATION 1996 INCENTIVE STOCK PLAN (Full Title of Plan) Daniel J. McCauley Vice President, Secretary and General Counsel Air Express International Corporation 120 Tokeneke Road Darien, CT 06820 203-655-7900 (Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Copies to: Stephen H. Cooper, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000 CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Maximum Amount Title of Each Class Offering Aggregate of of Securities Amount to be Price Per Offering Registration to be Registered Registered Share (2) Price (2) Fee Common Stock, 500,000 shares(1) $32.50 $16,250,000 $4,925.00 $.01 par value (1) This Registration Statement also covers such indeterminate number of additional shares as may be issued pursuant to the antidilution provisions of the 1996 Incentive Stock Plan. (2) Estimated solely for purposes of determining the registration fee pursuant to Rule 457 under the Securities Act of 1933 based upon the average of the high and low prices of the Registrant's Common Stock as reported on the Nasdaq Stock Market on December 23, 1996. ------------------ PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The documents containing the information specified in this Part I will be sent or given to employees as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"). Those documents are not required to be and are not filed with the Securities and Exchange Commission (the "Commission"), either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. Those documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The following reoffer prospectus filed as part of this Registration Statement has been prepared in accordance with the requirements of Part I of Form S-3 and, pursuant to General Instruction C of Form S-8, may be used for reofferings and resales of shares of Common Stock acquired by the persons named therein upon the exercise of options granted under the Air Express International Corporation 1996 Incentive Stock Plan, as amended. REOFFER PROSPECTUS AIR EXPRESS INTERNATIONAL CORPORATION 500,000 Shares of Common Stock under the Air Express International Corporation 1996 Incentive Stock Plan Certain directors and executive officers of Air Express International Corporation, a Delaware corporation (the "Company"), who may be deemed "affiliates" of the Company as defined in Rule 405 under the Securities Act of 1933, as amended, may offer and sell from time to time shares of the Company's Common Stock, par value $.01 per share, that may be acquired by such persons pursuant to the Company's 1996 Incentive Stock Plan (the "1996 Plan"). Such offers and sales will be made pursuant to this Reoffer Prospectus, copies of which have been filed with the Nasdaq Stock Market. Persons offering and selling shares of Common Stock pursuant to this Reoffer Prospectus are referred to herein as the "Selling Stockholders." Shares of Common Stock may be sold from time to time by a Selling Stockholder directly to purchasers. Alternatively, a Selling Stockholder may sell shares of Common Stock in one or more transactions (including block transactions) on the Nasdaq Stock Market, in transactions in the public market off the Nasdaq Stock Market, in separately negotiated transactions or in a combination of such transactions. Each sale may be made either at market prices prevailing at the time of such sale or at negotiated prices. Shares may be sold by Selling Stockholders through brokers acting on behalf of such Selling Stockholders or to dealers for resale by such dealers, and in connection with such sales, such brokers or dealers may receive compensation in the form of or commissions or discounts from such Selling Stockholders and/or the purchasers of such shares for whom they may act as broker or agent (which commissions or discounts are not anticipated to exceed those customary in the types of transactions involved). In addition, any shares covered by this Reoffer Prospectus that qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this Reoffer Prospectus. All expenses of registration incurred in connection with this offering are being borne by the Company, but all brokerage commissions and other selling expenses incurred by a Selling Stockholder will be borne by such Selling Stockholder. The Company will not be entitled to any of the proceeds from any sales of Common Stock by the Selling Stockholders, although the Company will receive payment upon exercise of any options under which shares of Common Stock are acquired for cash by a Selling Stockholder. The Common Stock is listed for trading on the Nasdaq Stock Market under the symbol "AEIC". On December 23, 1996, the closing price of the Common Stock on the Nasdaq Stock Market was $33.00 per share. ---------------------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR ANY SUPPLEMENT HERETO. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ----------------------------------------- The date of this Reoffer Prospectus is December 27, 1996 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed by the Company with the Commission can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 or at its Regional Offices located at the Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. This Reoffer Prospectus constitutes a part of a Registration Statement on Form S-8 filed by the Company with the Commission under the Securities Act (together with all amendments and exhibits thereto, the "Registration Statement"). This Prospectus omits certain of the information contained in the Registration Statement in accordance with the rules and regulations of the Commission. Reference is hereby made to the Registration Statement and related exhibits for further information with respect to the Company and the shares of Common Stock. Statements contained herein concerning the provisions of any document are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission pursuant to the Exchange Act are incorporated by reference in this Prospectus: (a) the Company's Annual Report on Form 10-K for the year ended December 31, 1995; (b) Amendment No. 1 on Form 10-K/A to the Company's Annual Report on Form 10-K for the year ended December 31, 1995; (c) the Company's Quarterly Report on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996; (d) the Company's Current Report on Form 8-K dated July 26, 1996; and (e) the Company's Registration Statement on Form 8-B with respect to registration of the Common Stock under Section 12 of the Exchange Act. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the filing of a post-effective amendment indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any 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 superseded, to constitute a part of this Prospectus. All information appearing in this Prospectus is qualified in its entirety by the information and financial statements (including notes thereto) appearing in the documents incorporated herein by reference, except to the extent set forth in the immediately preceding statement. The Company will provide without charge to each person to whom a copy of this Prospectus is delivered, on the written or oral request of such person, a copy of any or all documents incorporated by reference into this Prospectus except the exhibits to such documents (unless such exhibits are specifically incorporated by reference in such documents). Requests for such copies should be directed to Air Express International Corporation, 120 Tokeneke Road, Darien, Connecticut 06820 (telephone number (203) 655-7900), attention: Corporate Secretary. THE COMPANY The Company is the oldest and largest international air freight forwarder based in the United States. Through its global network of Company-operated facilities and agents, it consolidates, documents and arranges for transportation of its customers' shipments of heavy cargo throughout the world. During 1995, the Company handled more than 1,774,000 individual airfreight shipments, with an average weight of 519 pounds, to nearly 2,860 cities in more than 180 countries. The Company also provides customs brokerage services and ocean freight consolidation and forwarding services. The Company is a Delaware corporation. Its principal executive offices are located at 120 Tokeneke Road, Darien, Connecticut 06820, and its telephone number at that address is (203) 655-7900. SELLING STOCKHOLDERS The Selling Stockholders are executive officers and directors of the Company. Prior to the commencement of offers and sales by the Selling Stockholders, and from time to time thereafter, this Reoffer Prospectus will be amended or supplemented to set forth in tabular form (a) the name and position or positions with the Company and/or its subsidiaries of each Selling Stockholder; (b) the number of shares of Common Stock beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by each Selling Stockholder as of a recent date; (c) the number of shares of Common Stock that each Selling Stockholder may offer for sale from time to time pursuant to this Reoffer Prospectus, whether or not such Selling Stockholder has a present intention to do so; and (d) the number and percentage of the outstanding shares of Common Stock to be beneficially owned by each Selling Stockholder following the sale of all shares that may be so offered, assuming no other change in the beneficial ownership of the Company's Common Stock by such Selling Stockholder. PLAN OF DISTRIBUTION The shares of Common Stock may be sold from time to time to purchasers directly by any of the Selling Stockholders. Alternatively, the Selling Stockholders may sell the shares of Common Stock in one or more transactions (including block transactions) on the Nasdaq Stock Market, in sales occurring in the public market off the Nasdaq Stock Market, in separately negotiated transactions or in a combination of such transactions. Each sale may be made either at market prices prevailing at the time of such sale or at negotiated prices. Shares may be sold by Selling Stockholders through brokers acting on behalf of such Selling Stockholders or to dealers for resale by such dealers; and in connection with such sales, such brokers or dealers may receive compensation in the form of discounts or commissions from such Selling Stockholders and/or the purchasers of such shares for whom they may act as broker or agent (which discounts or commissions are not anticipated to exceed those customary in the types of transactions involved). In addition, any shares covered by this Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this Prospectus. The Selling Stockholders and any dealer participating in the distribution of any shares of Common Stock or any broker executing selling orders on behalf of the Selling Stockholders may be deemed to be "underwriters" within the meaning of the Securities Act, in which event any profit on the sale of any or all of the shares of Common Stock by them and any discounts or commissions received by any such brokers or dealers may be deemed to be underwriting discounts and commissions under the Securities Act. In order to comply with the securities laws of certain states, if applicable, the shares will be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in such state or an exemption from such registration or qualification requirement is available and is complied with. All expenses incurred in connection with registration of the shares under the Securities Act are being borne by the Company, but all brokerage commissions and other selling expenses incurred by a Selling Stockholder will be borne by such Selling Stockholder. The Company will not receive any proceeds from any sales of Common Stock offered by Selling Stockholders pursuant to this Prospectus, although the Company will receive payment upon the exercise of any options under which shares of Common Stock are acquired by the Selling Stockholders for cash. EXPERTS The financial statements incorporated in this Prospectus by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 1995 have been audited by Arthur Andersen LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. NYFS03...:\16\12316\0001\27\FRMD246K.110 ============================== ============================== NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF Air Express GIVEN OR MADE, SUCH International INFORMATION OR REPRESENTATION Corporation MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE 500,000 Shares SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON of TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH Common Stock JURISDICTION. NEITHER THE (par value $.01) DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUM- STANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE -------------------- HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE P R O S P E C T U S SUCH DATE. -------------------- ____________________ TABLE OF CONTENTS Page ---- Available Information. . . . . . 2 Incorporation of Certain Documents by Reference. . . . 2 The Company . . . . . . . . . . 3 Selling Stockholders. . . . . . 3 Plan of Distribution. . . . . . 3 Experts . . . . . . . . . . . . 4 December 27, 1996 ============================== ============================== PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents filed by the Company with the Commission pursuant to the Exchange Act are incorporated by reference: (a) the Company's Annual Report on Form 10-K for the year ended December 31, 1995; (b) Amendment No. 1 on Form 10K/A to the Company's Annual Report on Form 10-K for the year ended December 31, 1995; (c) the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996; (d) the Company's Current Report on Form 8-K dated July 26, 1996; and (e) the Company's Registration Statement on Form 8-B with respect to registration of the Common Stock under Section 12 of the Exchange Act (File No. 1-8306). All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Generally, Section 145 of the General Corporation Law of the State of Delaware (the "DGCL") permits a corporation to indemnify certain persons made a party to an action, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise. In the case of an action by or in the right of the corporation, no indemnification may be made in respect of any matter as to which that person was adjudged liable for negligence or misconduct in the performance of that person's duty to the corporation unless the Delaware Court of Chancery or the court in which the action was brought determines that despite the adjudication of liability that person is fairly and reasonably entitled to indemnity for proper expenses. To the extent that person has been successful in the defense of any matter, that person shall be indemnified against expenses actually and reasonably incurred by him. Section 102(b)(7) of the DGCL enables a Delaware corporation to include a provision in its certificate of incorporation limiting a director's liability to the corporation or its stockholders for monetary damages for breaches of fiduciary duty as a director. The Registrant has adopted a provision in its Certificate of Incorporation that provides for indemnification of its officers and directors to the full extent permitted under Delaware law. II-1 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. Exhibit No. Description ----------- ----------- 4(a) Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit C to the Company's Current Report on Form 8-K filed July 20, 1987). 4(b) Certificate of Amendment dated June 29, 1992 to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit 4(d)(i) to the Company's Registration Statement on Form S-3 (Registration No. 33-56114)). 4(c) By-Laws of the Company, as amended (incorporated herein by reference to Exhibit J to the Company's Current Report on Form 8-K filed March 22, 1991). 4(d) Air Express International Corporation 1996 Incentive Stock Plan (incorporated herein by reference to Annex A to the Company's Proxy Statement, dated May 17, 1996, for its 1996 Annual Meeting of Stockholders). 5 Opinion of Daniel J. McCauley, Vice President, Secretary and General Counsel of the Company. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Daniel J. McCauley (included in Exhibit 5). 24 Power of attorney of certain officers and directors of the Company (included on the signature page to this Registration Statement). ITEM 9. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (a) 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; (ii) to reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement. II-2 (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment 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) To remove from registration by means of a post- effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering. 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 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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. 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 foregoing provisions, 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 or 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 of 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. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Town of Darien, State of Connecticut on December 23, 1996. AIR EXPRESS INTERNATIONAL CORPORATION By:/s/ DANIEL J. MCCAULEY ----------------------------------------- Daniel J. McCauley, Vice President, Secretary and General Counsel POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Daniel J. McCauley his true and lawful attorney-in-fact and agent, with full power of substitution and revocation, in his 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 any 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, as fully to all intents and purposes as he might or could do in person, thereby 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, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ HENDRIK J. HARTONG,JR. Chairman December 23, 1996 ------------------------- of the Board Hendrik J. Hartong, Jr. of Directors /s/ GUENTER ROHRMANN President and Chief Executive Officer December 23, 1996 -------------------- Guenter Rohrmann (principal executive officer) and a Director /s/ DENNIS M. DOLAN Vice President and December 23, 1996 -------------------- Dennis M. Dolan Chief Financial Officer (principal financial officer) /s/ WALTER L. MCMASTER Vice President and Controller December 23, 1996 ----------------------- Walter L. McMaster (principal accounting officer) /s/ JOHN M. FOWLER Director December 23, 1996 -------------------- John M. Fowler
II-4 /s/ DONALD J. KELLER Director December 23, 1996 -------------------- Donald J. Keller /s/ ANDREW L. LEWIS IV Director December 23, 1996 ---------------------- Andrew L. Lewis IV /s/ RICHARD T. NINER Director December 23, 1996 -------------------- Richard T. Niner /s/ JOHN RADZIWILL Director December 23, 1996 ------------------ John Radziwill /s/ NOEL E. VARGAS Director December 23, 1996 ------------------ Noel E. Vargas
II-5 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 4(a) Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit C to the Company's Current Report on Form 8-K filed July 20, 1987). 4(b) Certificate of Amendment dated June 29, 1992 to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit 4(d)(i) to the Company's Registration Statement on Form S-3 (Registration No. 33-56114)). 4(c) By-Laws of the Company, as amended (incorporated herein by reference to Exhibit J to the Company's Current Report on Form 8-K filed March 22, 1991). 4(d) Air Express International Corporation 1996 Incentive Stock Plan (incorporated herein by reference to Annex A to the Company's Proxy Statement, dated May 17, 1996, for its 1996 Annual Meeting of Stockholders). 5 Opinion of Daniel J. McCauley, Vice President, Secretary and General Counsel of the Company. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Daniel J. McCauley (included in Exhibit 5). 24 Power of attorney of certain officers and directors of the Company (included on the signature page to this Registration Statement). EX-5 2 OPINION OF DANIEL J. MCCAULEY Exhibit 5 --------- AIR EXPRESS INTERNATIONAL CORPORATION 120 Tokeneke Road Darien, Connecticut 06820 Daniel J. McCauley, Vice President, Secretary and General Counsel December 23, 1996 The Board of Directors Air Express International Corporation 120 Tokeneke Road Darien, CT 06820 Re: Registration Statement on Form S-8 ---------------------------------- Gentlemen: As general counsel to Air Express International Corporation (the "Company"), I have had primary responsibility for the preparation and filing with the Securities and Exchange Commission of the Company's Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, with respect to an aggregate of 500,000 shares of the Company's Common Stock, $.01 par value (the "Shares"), underlying stock options that may be granted from time to time under the Company's 199 Incentive Stock Plan, as approved by stockholders on June 20, 1996 (the "Plan"). In so acting, I have examined originals or copies, certified or otherwise identified to my satisfaction, of the Plan, the Registration Statement and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials, as I have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. Based on the foregoing, and subject to the qualifications stated herein, I am of the opinion that the Shares have been duly authorized and, when issued, delivered and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and non- assessable, and no personal liability will attach to the holders thereof under the laws of the State of Delaware. The opinions expressed herein are limited to the corporate laws of the State of Delaware and the federal laws of the United States, and I express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction. The opinions expressed herein are rendered solely for your benefit in connection with the transactions described above. I hereby consent to the filing of this letter as an exhibit to the Registration Statement. Except as stated in the preceding sentence, the opinions expressed herein may not be used or relied upon by any other person nor may this letter or any copies thereof be furnished to a third party, filed with a governmental agency, quoted, cited or otherwise referred to without my prior written consent. Very truly yours, /s/ DANIEL J. MCCAULEY Daniel J. McCauley EX-23.1 3 COSENT OF INDEPENDENT PUBLIC ACCOUNTANTS Exhibit 23.1 ------------ Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated March 25, 1996, included in the Air Express International Corporation Form 10-K for the year ended December 31, 1995, and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP New York, New York December 23, 1996 -----END PRIVACY-ENHANCED MESSAGE-----