-----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, Mz7nicLp18j6caZZGegziF+0s87oqt/CbU0iuhiXw3w68ajO9RdeNqf+AtRbDdul WEsKwkY7qIAdAMCV0BorPA== 0000895345-97-000321.txt : 19970912 0000895345-97-000321.hdr.sgml : 19970912 ACCESSION NUMBER: 0000895345-97-000321 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970910 EFFECTIVENESS DATE: 19970910 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GULFSTREAM AEROSPACE CORP CENTRAL INDEX KEY: 0000715355 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT [3721] IRS NUMBER: 133554834 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-35303 FILM NUMBER: 97678352 BUSINESS ADDRESS: STREET 1: P O BOX 2206 STREET 2: 500 GULFSTREAM RD - TRAVIS FIELD CITY: SAVANNAH STATE: GA ZIP: 31402-2206 BUSINESS PHONE: 9129643000 MAIL ADDRESS: STREET 1: 500 GULFSTREAM RD STREET 2: TRAVIS FIELD CITY: SAVANNAH STATE: GA ZIP: 31402-2206 S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 10, 1997 REGISTRATION NO. 333- - ------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- GULFSTREAM AEROSPACE CORPORATION (Exact name of registrant as specified in its charter) Delaware 13-3554834 (State or other (I.R.S. Employer jurisdiction of Identification incorporation or Number) organization) P.O. Box 2206 500 Gulfstream Road Savannah, Georgia 31402-2206 (Address of registrant's principal executive offices) CERTAIN SHARES TO BE ISSUED UNDER THE GULFSTREAM AEROSPACE CORPORATION AMENDED AND RESTATED 1990 STOCK OPTION PLAN (Full title of the plan) Ira P. Berman, Esq. Senior Vice President and General Counsel 500 Gulfstream Road P.O. Box 2206 Savannah, Georgia 31402 (912) 965-3000 (Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Securities Amount to Offering Aggregate Amount of to be be Price Per Offering Registration Registered Registered Share Price Fee - ------------- ---------- --------- -------------- ------------ Common Stock, 318,544 $4.10 (1) $1,306,030.40(1) $395.77 (1) $.01 par value shares per share (1) Pursuant to Rule 457 (h), the maximum offering price and registration are based on the maximum price at which employee stock options covering the registered shares may be exercised.
EXPLANATORY NOTE This Registration Statement relates to the Amended and Restated 1990 Stock Option Plan (the "Stock Option Plan") of Gulfstream Aerospace Corporation (the "Company"). The Stock Option Plan provides for the granting of options to purchase shares of common stock of the Company, par value $.01 per share (the "Common Stock"), to any employee or director of, or consultant or advisor to, the Company or its subsidiaries. Messrs. Fred A. Breidenbach, John A. Morrison and Donald B. Cooper (collectively the "Employees") currently hold stock options to purchase 514,814, 56,834 and 7,526 shares of Common Stock, respectively, pursuant to the Stock Option Plan. In connection with their termination of employment, the Employees must exercise or forfeit their options, and in connection with any such exercises, the Employees will become subject to federal, state and local income taxes (the "Taxes"). The purpose of this Registration Statement is to enable the Employees to sell immediately up to a specified number of shares of Common Stock having a fair market value approximately equal to the amount of the Taxes. Accordingly, this Registration Statement relates to the registration of 283,147, 31,258 and 4,139 shares, respectively, of Common Stock which are issuable upon the exercise of options by Messrs. Breidenbach, Morrison and Cooper. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents, which have been filed by the Company with the Securities and Exchange Commission (the "Commission"), are incorporated by reference in this Registration Statement. (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Form 10-K"); and (b) The Company's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 1997 and June 30, 1997; and (c) The description of the Common Stock of the Company, which is registered under Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act"), contained in the Registration Statement on Form S-1 filed with the Commission on October 9, 1996 (No. 333-09897). All documents filed subsequent to the date hereof by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act 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, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of the filing (such documents and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"). Any statement contained herein or in an Incorporated Document deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement as so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof. Item 6. Indemnification of Directors and Officers The Restated Certificate of Incorporation and the By-Laws of the Company provide for indemnification, to the fullest extent permitted by the DGCL, of any person who is or was involved in any manner in any pending, threatened or completed investigation, claim or other proceeding by reason of the fact that such person is or was a director or officer of the Company or, at the request of the Company, is or was serving as a director or officer of another entity, against all expenses, liabilities, losses and claims actually incurred or suffered by such person in connection with the investigation, claim or other proceeding. The By-Laws also provide that the Company shall advance expenses to a director or officer upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it is ultimately determined that the director or officer is not entitled to be indemnified by the Company. Article SIXTH of the Restated Certificate of Incorporation provides that directors of the Company shall not, to the fullest extent permitted by the DGCL, be liable to the Company or any of its stockholders for monetary damages for any breach of fiduciary duty as a director. The Restated Certificate of Incorporation also provides that if the DGCL is amended to permit further elimination or limitation of the personal liability of directors, then the liability of the directors of the Company shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended. The Company and Gulfstream Delaware Corporation have entered into agreements to provide indemnification for the Company's directors and certain officers in addition to the indemnification provided for in the Restated Certificate of Incorporation and the By-Laws. These agreements, among other things, will indemnify the Company's directors and certain officers to the fullest extent permitted by Delaware law for certain expenses (including attorneys' fees) and all losses, claims, liabilities, judgments, fines and settlement amounts incurred by such person arising out of or in connection with such person's service as a director or officer of the Company or another entity for which such person was serving as an officer or director at the request of the Company. Policies of insurance are maintained by the Company under which its directors and officers are insured, within the limits and subject to the limitations of the policies, against certain expenses in connection with the defense of, and certain liabilities which might be imposed as a result of, actions, suits or proceedings to which they are parties by reason of being or having been such directors or officers. Item 8. Exhibits Exhibit No. Description of Exhibit 4.1 -- Form of Restated Certificate of Incorporation. (Filed as Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File No. 333- 09897) and incorporated herein by reference) 4.2 -- Form of Restated By-Laws. (Filed as Exhibit 3.2 to the Company's Registration Statement on Form S- 1 (File No. 333-09897) and incorporated herein by reference) 4.3 -- Specimen Form of Common Stock Certificate. (Filed as Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File No. 333- 09897) and incorporated herein by reference) 4.4 -- Gulfstream Aerospace Corporation Stock Option Plan. (Filed as Exhibit 10.7 to the Company's Registration Statement on Form S-1 (File No. 333- 09897) and incorporated herein by reference) 4.5 -- Amended and Restated Gulfstream Aerospace Corporation 1990 Stock Option Plan, as further amended through July 30, 1997. (Filed as Exhibit 10.27 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997 and incorporated herein by reference) 4.6 -- Form of Employee Stock Option Agreement. (Filed as Exhibit 10.9 to the Company's Annual Report on Form 10-K for the Fiscal Year ended December 31, 1996 and incorporated herein by reference) 4.7 -- Form of Stockholders' Agreement. (Filed as Exhibit 10.10 to the Company's Annual Report on Form 10-K for the Fiscal Year ended December 31, 1996 and incorporated herein by reference) 5.1 -- Opinion of Ira P. Berman, Esq. (as to the legality of the shares of Common Stock covered by the Registration Statement) 23.1 -- Consent of Deloitte & Touche LLP 23.2 -- Consent of Ira P. Berman, Esq. (included in Exhibit 5.1) 24.1 -- Powers of Attorney (included on the signature pages) Item 9. Undertakings The Company hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement 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. (b) That, for the purpose of determining any liability under the Securities Act, each post-effective amendment to this 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) 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. (d) That, for the purpose of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this 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 Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Company 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 Savannah, Georgia, on September 10, 1997. GULFSTREAM AEROSPACE CORPORATION By: /s/ Chris A. Davis ------------------------- Chris A. Davis Executive Vice President and Chief Financial Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Chris A. Davis and Ira P. Berman, and each of them, as his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement and any additional registration statements pursuant to Instruction E to Form S-8 and any and all documents in connection therewith, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents 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, and hereby ratifies, approves and confirms all that his said attorneys-in-fact and agents, each acting alone, 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 /s/ Theodore J. Forstmann Chairman of the Sept. 10, 1997 ------------------------------ Board and Theodore J. Forstmann Director /s/ James T. Johnson President and Sept. 2, 1997 ------------------------------ Chief Operating James T. Johnson Officer and Director /s/ Bryan T. Moss Vice Chairman of Sept. 10, 1997 ------------------------------ the Board and Bryan T. Moss Director /s/ Chris A. Davis Executive Vice Sept. 10, 1997 ------------------------------ President, Chris A. Davis Chief Financial Officer and Secretary (Principal Financial Officer and Principal Accounting Officer) and Director /s/ W. W. Boisture, Jr. Executive Vice Sept. 10, 1997 ------------------------------ President and W.W. Boisture, Jr. Director /s/ William R. Acquavella Director Sept. 2, 1997 ------------------------------ William R. Acquavella /s/ Robert Anderson Director Sept. 2, 1997 ------------------------------ Robert Anderson /s/ Charlotte L. Beers Director Sept. 10, 1997 ------------------------------ Charlotte L. Beers /s/ Thomas D. Bell, Jr. Director Sept. 2, 1997 ------------------------------ Thomas D. Bell, Jr. /s/ Lynn Forester Director Sept. 10, 1997 ------------------------------ Lynn Forester /s/ Nicholas C. Forstmann Director Sept. 10, 1997 ------------------------------ Nicholas C. Forstmann /s/ Sandra J. Horbach Director Sept. 10, 1997 ------------------------------ Sandra J. Horbach /s/ Drew Lewis Director Sept. 4, 1997 ------------------------------ Drew Lewis /s/ Mark H. McCormack Director Sept. 3, 1997 ------------------------------ Mark H. McCormack /s/ Michael S. Ovitz Director Sept. 5, 1997 ------------------------------ Michael S. Ovitz /s/ Allen E. Paulson Director Sept. 1, 1997 ------------------------------ Allen E. Paulson /s/ Roger S. Penske Director Sept. 10, 1997 ------------------------------ Roger S. Penske /s/ Colin L. Powell Director Sept. 2, 1997 ------------------------------ Colin L. Powell /s/ Gerard Roche Director Sept. 4, 1997 ------------------------------ Gerard Roche /s/ Donald H. Rumsfeld Director Sept. 2, 1997 ------------------------------ Donald H. Rumsfeld /s/ George P. Shultz Director Sept. 2, 1997 ------------------------------ George P. Shultz /S/ Robert S. Strauss Director Sept. 10, 1997 ------------------------------ Robert S. Strauss INDEX TO EXHIBITS Exhibit Page No. Description of Exhibit No. 4.1 -- Form of Restated Certificate of Incorporation. (Filed as Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File No. 333- 09897) and incorporated herein by reference) 4.2 -- Form of Restated By-Laws. (Filed as Exhibit 3.2 to the Company's Registration Statement on Form S- 1 (File No. 333-09897) and incorporated herein by reference) 4.3 -- Specimen Form of Common Stock Certificate. (Filed as Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File No. 333- 09897) and incorporated herein by reference) 4.4 -- Gulfstream Aerospace Corporation Stock Option Plan. (Filed as Exhibit 10.7 to the Company's Registration Statement on Form S-1 (File No. 333- 09897) and incorporated herein by reference) 4.5 -- Amended and Restated Gulfstream Aerospace Corporation 1990 Stock Option Plan, as further amended through July 30, 1997. (Filed as Exhibit 10.27 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997 and incorporated herein by reference) 4.6 -- Form of Employee Stock Option Agreement. (Filed as Exhibit 10.9 to the Company's Annual Report on Form 10-K for the Fiscal Year ended December 31, 1996 and incorporated herein by reference) 4.7 -- Form of Stockholders' Agreement. (Filed as Exhibit 10.10 to the Company's Annual Report on Form 10-K for the Fiscal Year ended December 31, 1996 and incorporated herein by reference) 5.1 -- Opinion of Ira P. Berman, Esq. (as to the legality of the shares of Common Stock covered by the Registration Statement) 23.1 -- Consent of Deloitte & Touche LLP 23.2 -- Consent of Ira P. Berman, Esq. (included in Exhibit 5.1) 24.1 -- Powers of Attorney (included on the signature pages) EX-5.1 2 Exhibit 5.1 September 10, 1997 Gulfstream Aerospace Corporation P. O. Box 2206 500 Gulfstream Road Savannah, Georgia 31402-2206 Re: Registration Statement on Form S-8 Ladies and Gentlemen: I am Senior Vice President and General Counsel of Gulfstream Aerospace Corporation, a Delaware corporation (the "Company"). The Company is filing with the Securities and Exchange Commission a Registration Statement on Form S-8 (the "Registration Statement") covering the sale of up to 318,544 shares (the "Shares") of Common Stock, par value $.01 per share, of the Company, pursuant to the Company's Amended and Restated 1990 Stock Option Plan (the "Plan"). With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon. In connection with this opinion, I have (i) investigated such questions of law, (ii) examined originals or certified, conformed or reproduction copies of such agreements, instruments, documents and records of the Company, such certificates of public officials and such other documents, and (iii) received such information from officers and representatives of the Company, as I have deemed necessary or appropriate for the purposes of this opinion. In all examinations, I have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, I have relied upon, and assume the accuracy of, representations and warranties contained in documents and certificates and oral or written statements and other information of or from representatives of the Company and others and assume compliance on the part of all parties to the documents with their covenants and agreements contained therein. Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, I am of the opinion that the Shares, when issued, delivered and paid for in accordance with the provisions of the Plan and the applicable option agreements thereunder, will be duly authorized, validly issued, fully paid and non- assessable. The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, as currently in effect. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not hereby admit that I am in the category of such persons whose consent is required under Section 7 of the Securities Act of 1933, as amended. Very truly yours, /s/ Ira P. Berman -------------------- Ira P. Berman EX-23.1 3 Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Gulfstream Aerospace Corporation on Form S-8 of our reports dated January 31, 1997, appearing in and incorporated by reference in the Annual Report on Form 10-K of Gulfstream Aerospace Corporation for the year ended December 31, 1996. /s/ Deloitte & Touche LLP - ---------------------------------- Deloitte & Touche LLP Atlanta, Georgia September 8, 1997 -----END PRIVACY-ENHANCED MESSAGE-----