-----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, TIMbCo2JhssenscP84ksrFqkLnVzzf+RdZ37pSvgrapSsMYyNVtUJ76TjgAvE+G3 2Q2Vm9+xJnKyNVxYwKVUog== 0000895345-99-000043.txt : 19990204 0000895345-99-000043.hdr.sgml : 19990204 ACCESSION NUMBER: 0000895345-99-000043 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990203 EFFECTIVENESS DATE: 19990203 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: 333-71689 FILM NUMBER: 99520262 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 FEBRUARY 3, 1999 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 jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 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 CERTAIN SHARES TO BE ISSUED TO JAMES T. JOHNSON PURSUANT TO STOCK OPTION AGREEMENTS DATED AUGUST 4, 1997 AND NOVEMBER 24, 1997 (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 MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE - ---------------------------------------- ------------------ ------------------- ------------------ ---------------------- Common Stock, par value $.01 per share 280,645 shares(1) $54.40625(2) $15,268,842.03(2) $4,244.74(2) - ---------------------------------------- ------------------ ------------------- ------------------ ---------------------- Common Stock, par value $.01 per share 1,600,000 shares(1) $50.0625(3) $80,100,000.00(3) $22,267.80(3) - ---------------------------------------- ------------------ ------------------- ------------------ ---------------------- Common Stock, par value $.01 per share 32,500(1) $55.00(3) 1,787,500(3) $496.93(3) - ---------------------------------------- ------------------ ------------------- ------------------ ---------------------- Common Stock, par value $.01 per share 40,000(1) $54.5625(3) $2,182,500(3) $606.74(3) - ---------------------------------------- ------------------ ------------------- ------------------ ---------------------- Common Stock, par value $.01 per share 263,675 shares(1) $26.9375(3) $7,102,745.31(3) $1,974.56(3) - ---------------------------------------- ------------------ ------------------- ------------------ ---------------------- Total Registration Fee $29,590.77 ======================================== ================== =================== ================== ====================== (1) Includes an indeterminate number of shares of Common Stock that may be issuable by reason of stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933. (2) Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, the amounts are calculated based upon the average of the high and low sale prices for the Common Stock as reported on the New York Stock Exchange on January 27, 1999, and are used solely for the purpose of calculating the registration fee. (3) Pursuant to Rule 457(h) under the Securities Act of 1933, the amounts are calculated based upon the maximum price at which stock options covering the registered shares of Common Stock may be exercised.
EXPLANATORY NOTE This Registration Statement relates to (i) 1,953,145 shares of common stock of the Company, par value $.01 per share (the "Common Stock"), which may be issued upon the exercise of non-qualified stock options granted under the Amended and Restated 1990 Stock Option Plan (the "Plan") of Gulfstream Aerospace Corporation (the "Company") and (ii) 263,675 shares of Common Stock which may be issued to James T. Johnson upon the exercise of non-qualified stock options granted to him outside of the Plan. The Plan provides for the granting of options to purchase shares of Common Stock to eligible employees and directors of, and consultants and advisors to, the Company and its subsidiaries and affiliates. On December 9, 1998, the Company granted (and authorized certain future grants of) options under the Plan to certain eligible individuals. This Registration Statement covers shares of Common Stock which may be issued upon the exercise of these options, as well as upon the exercise of options which may be granted under the Plan following the date hereof. In addition, this Registration Statement covers 263,675 shares of Common Stock which may be issued upon the exercise of options granted to James T. Johnson outside of the Plan on August 4, 1997 and November 24, 1997. 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, 1997; (b) The Company's Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 1998, June 30, 1998 and March 31, 1998; (c) The Company's Current Reports on Form 8-K dated August 19, 1998 and February 10, 1998; and (d) 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) (the "Form S-1"). 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 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The legality of the securities offered pursuant to this Registration Statement has been passed upon for the Company by Ira P. Berman, Esq., Senior Vice President and General Counsel of the Company. Mr. Berman holds options to purchase shares of Common Stock of the Company. 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 Form S-1 and incorporated herein by reference) 4.2 -- Form of Restated By-Laws (Filed as Exhibit 3.2 to the Form S-1 and incorporated herein by reference) 4.3 -- Specimen Form of Common Stock Certificate (Filed as Exhibit 4.1 to the Form S-1 and incorporated herein by reference) 4.4 -- Amended and Restated Gulfstream Aerospace Corporation 1990 Stock Option Plan, as further amended through December 2, 1998 * 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) * Filed herewith. 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 February 3, 1999. GULFSTREAM AEROSPACE CORPORATION By: /s/ Chris A. Davis ------------------------------ Chris A. Davis Executive Vice President and Chief Financial and Administrative 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 or her 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 or she might or could do in person, and hereby ratifies, approves and confirms all that his or her said attorneys-in-fact and agents, each acting alone, or his or her 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 Board, Dec. 9, 1998 - ----------------------------- Chief Executive Officer and Theodore J. Forstmann Director /s/ W. W. Boisture, Jr. President, Chief Operating Dec. 9, 1998 - ----------------------------- Officer and Director W.W. Boisture, Jr. /s/ Chris A. Davis Executive Vice President, Dec. 9, 1998 - ----------------------------- Chief Financial and Chris A. Davis Administrative Officer, Secretary and Director (Principal Financial Officer and Principal Accounting Officer) /s/ Bryan T. Moss Vice Chairman of the Board Dec. 9, 1998 - ----------------------------- and Director Bryan T. Moss /s/ Robert Anderson Director Dec. 9, 1998 - ----------------------------- Robert Anderson /s/ Charlotte L. Beers Director Dec. 9, 1998 - ----------------------------- Charlotte L. Beers - ----------------------------- Director Dec. __, 1998 Thomas D. Bell, Jr. /s/ Lynn Forester Director Dec. 9, 1998 - ----------------------------- Lynn Forester /s/ Nicholas C. Forstmann Director Dec. 9, 1998 - ----------------------------- Nicholas C. Forstmann /s/ Sandra J. Horbach Director Dec. 9, 1998 - ----------------------------- Sandra J. Horbach /s/ James T. Johnson Director Dec. 9, 1998 - ----------------------------- James T. Johnson /s/ Henry A. Kissinger Director Dec. 9, 1998 - ----------------------------- Henry A. Kissinger /s/ Drew Lewis Director Dec. 9, 1998 - ----------------------------- Drew Lewis /s/ Mark H. McCormack Director Dec. 9, 1998 - ----------------------------- Mark H. McCormack - ----------------------------- Director Dec. __, 1998 Michael S. Ovitz - ----------------------------- Director Dec. __, 1998 Allen E. Paulson /s/ Roger S. Penske Director Dec. 9, 1998 - ----------------------------- Roger S. Penske /s/ Colin L. Powell Director Dec. 9, 1998 - ----------------------------- Colin L. Powell /s/ Gerard Roche Director Dec. 9, 1998 - ----------------------------- Gerard Roche /s/ Donald H. Rumsfeld Director Dec. 9, 1998 - ----------------------------- Donald H. Rumsfeld /s/ George P. Shultz Director Dec. 9, 1998 - ----------------------------- George P. Shultz /s/ Robert S. Strauss Director Dec. 9, 1998 - ----------------------------- Robert S. Strauss INDEX TO EXHIBITS ----------------- EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO. - ----------- ---------------------- -------- 4.1 Form of Restated Certificate of Incorporation (Filed as Exhibit 3.1 to the Registration Statement on Form S-1 filed with the Commission on October 9, 1996 (No. 333-09897) (the "Form S-1") and incorporated herein by reference) 4.2 Form of Restated By-Laws (Filed as Exhibit 3.2 to the Form S-1 and incorporated herein by reference) 4.3 Specimen Form of Common Stock Certificate (Filed as Exhibit 4.1 to the Form S-1 and incorporated herein by reference) 4.4 Amended and Restated Gulfstream Aerospace Corporation 1990 Stock Option Plan, as further amended through December 2, 1998 * 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) * Filed herewith. EX-4.4 2 EXHIBIT 4.4 AMENDED AND RESTATED GULFSTREAM AEROSPACE CORPORATION 1990 STOCK OPTION PLAN, AS FURTHER AMENDED THROUGH DECEMBER 2, 1998 1. Purpose. The purpose of the Gulfstream Aerospace Corporation Stock Option Plan is to provide financial incentives to key employees of the Corporation and its Subsidiaries and such consultants, advisors and members of the Board of Directors of the Corporation and its Subsidiaries whose entrepreneurial and management talents and commitments are essential for the continued growth and expansion of the Corporation's business. The Options granted under the Plan are not intended to qualify as Incentive Stock Options within the meaning of Section 422 of the Code. 2. Definitions. For purposes of this Plan: (a) "Affiliate" means any person directly or indirectly controlling, controlled by, or under common control with the person of which it is an Affiliate. (b) "Board" means the Board of Directors of the Corporation. (c) "Common Stock" means the Common Stock, par value $.0l per share, of the Corporation and any other stock or securities into which such shares are changed or for which such shares are exchanged as described in Section 7 hereof. (d) "Code" means the Internal Revenue Code of 1986, as amended. (e) "Committee" means a committee, as described in Section 3, appointed by the Board from time to time to administer the Plan and to perform the functions set forth herein. (f) "Corporation" means Gulfstream Aerospace Corporation, a Delaware corporation, and any successor to Gulfstream Aerospace Corporation by merger, consolidation, acquisition of substantially all the assets thereof or otherwise. (g) "Eligible Person" means any individual employee or director of, or consultant or advisor to, the Corporation or its Subsidiaries whom the Committee designates as eligible to receive Options. (h) "FL & Co. Companies" means individually and collectively Gulfstream Partners, Gulfstream Partners II, L.P. and Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership - IV, each a New York limited partnership. (i) "Nonemployee Director" means a director of the Corporation who is a "nonemployee director" within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. (j) "Option" means an option granted under the Plan. (k) "Optionee" means a person to whom an Option has been granted. (l) "Option Price" means the price at which a share of Common Stock can be purchased pursuant to an Option. (m) "Original Shareholders" means individually and collectively the FL & Co. Companies and Allen E. Paulson. (n) "Outside Director" means a director of the Corporation who is an "outside director" within the meaning of Section 162(m) of the Code and the regulations promulgated thereunder. (o) "Parent" means a parent corporation within the meaning of Section 424(e) of the Code. (p) "Plan" means the Gulfstream Aerospace Corporation Stock Option Plan as set forth in this instrument and as it may be amended from time to time. (q) "Stock Option Agreement" means the written agreement between an Optionee and the Corporation evidencing the grant of an Option and setting forth the terms and conditions of that Option. (r) "Stockholder's Agreement" means the Stockholder's Agreement governing the rights, duties and obligations of present or former employees, directors, consultants or advisors of the Corporation or its Subsidiaries with respect to shares of Common Stock granted or sold to such persons, or issued pursuant to options granted or sold to such persons, substantially in the form attached hereto, or such other form as is in use by the Corporation at the time of exercise of any Option or any part thereof and which the Corporation elects to require the Optionee to execute in connection with his exercise of the Option. All references herein or in any Stock Option Agreement to sections of the Stockholder's Agreement refer to sections of the Stockholder's Agreement attached hereto or to the corresponding sections of any Stockholder's Agreement in use by the Corporation at the time of exercise of any Option and which the Corporation elects to require the Optionee to execute in connection with his exercise of the Option. (s) "Subsidiary" means a subsidiary corporation of the Corporation within the meaning of Section 424(f) of the Code, substituting "issuing" for "employer" references therein. (t) "Successor Corporation" means a corporation, or a Parent or Subsidiary of such corporation, which issues or assumes a stock option in a transaction to which Section 424(a) of the Code applies. (u) "Third Party" means any person who is not an Affiliate or a partner of the Original Shareholders or an Affiliate of such partner. 3. Administration. The Plan shall be administered by the Committee, which shall hold meetings at least annually, and shall keep minutes of its meetings. The Committee shall have all of the powers necessary to enable it to carry out its duties under the Plan properly, including the power and duty to construe and interpret the Plan and to determine all questions arising under it. The Committee's interpretations and determinations shall be conclusive and binding upon all persons. The Committee may also establish, from time to time, such regulations, provisions, procedures and conditions regarding the Options and granting of Options which in its opinion may be advisable in administering the Plan. A quorum shall consist of not fewer than two members of the Committee and a majority of a quorum may authorize any action. Any decision or determination reduced to writing and signed by a majority of all of the members of the Committee shall be as fully effective as if made by a majority vote at a meeting duly called and held. The Committee shall consist of at least two (2) directors of the Corporation and may consist of the entire Board; provided, however, that (A) if the Committee consists of less than the entire Board, each member shall be a Nonemployee Director and (B) to the extent necessary for any Option intended to qualify as performance-based compensation under Section 162(m) of the Code to so qualify, each member of the Committee, whether or not it consists of the entire Board, shall be an Outside Director. 4. Shares Available for Option. --------------------------- (a) The Corporation shall reserve for the purposes of the Plan, out of its authorized but unissued Common Stock or out of shares of Common Stock held in the Corporation's treasury, or partly out of each, as shall be determined by the Board, a total of 10,188,550 shares of Common Stock (or the number and kind of shares of stock or other securities into which those 10,188,550 shares are changed or for which those 10,188,550 shares are exchanged in accordance with Section 7 hereof). (b) In any calendar year, no Eligible Person may be granted Options in the aggregate in respect of more than 500,000 Shares. (c) In the event that an Option granted under the Plan to any Eligible Person expires, or is for any other reason terminated and unexercised as to any shares of Common Stock covered by the Option, those shares of Common Stock shall thereafter be available for the granting of future Options under the Plan. 5. Granting Options. ---------------- (a) Subject to the provisions of the Plan, the Committee shall have full and final authority to select those Eligible Persons who will receive Options. The Committee may also grant more than one Option to a given Eligible Person during the term of the Plan, either in addition to, or in substitution for, one or more Options previously granted that Eligible Person. Options shall be issued pursuant to a Stock Option Agreement executed by the Corporation and the Optionee. (b) The Committee, in its sole discretion, shall establish the per share Option Price at the time an Option is granted. (c) The terms of each Option granted under the Plan may differ from those of other Options granted under the Plan at the same time, or at some other time; provided that in no event shall the term of any Option granted under the Plan exceed ten years and one day. (d) Subject to the provisions of the Plan and the Stock Option Agreement, an Option granted under this Plan shall be exercisable immediately or in accordance with a schedule determined by the Committee in its sole discretion, and the Committee may accelerate the exercisability of any Option at any time. (e) Unless set forth in the Stock Option Agreement evidencing the Option at the time of grant or at any time thereafter, an Option granted hereunder shall not be transferable by the Optionee to whom granted except by will or the laws of descent and distribution of the state of the Optionee's domicile at the time of his death, and an Option may be exercised during the lifetime of such Optionee only by the Optionee or his or her guardian or legal representative. The terms of such Option shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the Optionee. (f) Subject to the terms and conditions and within the limitations of the Plan, the Committee may modify, extend, replace or renew outstanding Options granted under the Plan, or accept the surrender of outstanding Options (to the extent they have not yet been exercised) and grant new Options in substitution for them. Notwithstanding the foregoing, however, no modification of an Option shall adversely alter or impair any rights or obligations under any Option granted under the Plan without the affected Optionee's consent. 6. Exercise Of Options. ------------------- (a) To exercise an Option, in whole or in part, the Optionee shall deliver to the Committee a written notice of exercise specifying the number of shares of Common Stock in respect of which the Option is being exercised. The Option Price shall be paid in full in cash for those shares of Common Stock with respect to which the Option is being exercised. The Stock Option Agreement shall set forth the minimum number of shares of Common Stock, if any, which may be purchased at any one time upon the exercise of an Option. Each share of Common Stock purchased upon exercise of an Option shall be issued and delivered at the principal office of the Corporation to the person entitled to receive it. An Optionee shall not be deemed the holder of any shares of Common Stock subject to the Option or have any rights of a stockholder with respect thereto until such shares of Common Stock have been issued and delivered to such Optionee. The Stock Option Agreement may contain such other conditions to the exercise of an Option as the Committee from time to time shall determine and may also contain provisions relating to the ownership of the shares of Common Stock issued upon the exercise of the Option or may require the Optionee, as a condition of exercise of the Option, to execute a Stockholder's Agreement. (b) Except as provided in the Stock Option Agreement, any Options held by an Optionee shall not be exercisable after the termination of the Optionee's employment with the Corporation or its Subsidiaries or his membership on the Board, as the case may be. During an Optionee's lifetime, Options granted under the Plan shall be exercisable only by the Optionee. In the event of an Optionee's death, any Options held by the Optionee shall be exercisable, to the extent provided in the Plan or under the Stock Option Agreement, by the legatee or legatees under his will or by his personal representatives or distributees. (c) All certificates representing shares of Common Stock issued pursuant to the exercise of an Option shall bear the following legend: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any securities regulatory authority of any state, and may not be sold, transferred, assigned, exchanged, pledged, encumbered or otherwise disposed of except in accordance with the provisions of a Stockholder's Agreement with the Corporation, a copy of which is available for inspection at the offices of the Corporation." or such other legend to the same effect as approved by the Committee. (d) To the extent that an Option is not exercised prior to the expiration of its term or such shorter period of time prescribed by the Plan and the Stock Option Agreement, the Option shall lapse and all rights of the Optionee with respect thereto shall terminate. 7. Changes in Common Stock. In the event that the outstanding shares of Common Stock are changed into or exchanged for a different number or kind of shares of stock or other securities of the Corporation, whether through merger, consolidation, reorganization, recapitalization, stock dividend, stock split-up or other substitution of securities of the Corporation, the Committee shall make appropriate adjustments to the maximum number and class of shares of stock as to which Options may be granted under the Plan and the number and class of shares of stock with respect to which Options have been granted under the Plan, the Option Price for such shares and any other economic terms of the Option. In the event that any shares of Common Stock are issued after the date of the Plan to any of the FL & Co. Companies for less than fair consideration, as determined conclusively by the Committee, the Committee shall make appropriate adjustments to the maximum number of shares of stock as to which Options may be granted under the Plan and the number of shares of stock with respect to which Options have been granted under the Plan and the Option Price for such shares. The Committee's adjustment shall be final and binding for all purposes of the Plan and each Stock Option Agreement entered into under the Plan. No adjustment provided for in this Section 7 shall require the Corporation to issue a fractional share, and with respect to each Stock Option Agreement the total adjustment as to the number of shares for which Options have been granted shall be effected by rounding down to the nearest whole number of shares. 8. Amendment or Termination of Plan. The Board shall have the right to amend, suspend or terminate the Plan at any time, provided that, to the extent necessary under applicable law, an amendment shall not be effective unless approved by the stockholders of the Company in accordance with applicable law. The rights of an Optionee under any Option granted prior to an amendment, suspension or termination of the Plan shall not be adversely affected by any such action of the Board except with the consent of the Optionee. 9. Indemnification of Stock Option Committee. The members of the Committee shall be indemnified by the corporation against all losses, claims, damages and liabilities, joint or several (including all legal and other expenses reasonably incurred in connection with the preparation for, or defense of, any claim, action or proceeding, whether or not resulting in any liability), for any acts or omissions which are within the scope of such member's duties as a member of the Committee to the full extent permitted under the General Corporation Law of the State of Delaware, as amended from time to time. 10. Compliance with Law and Other Conditions. All Options and Stock Option Agreements shall be governed by the laws of the State of New York to the extent not superseded by the laws of the United States. Notwithstanding anything herein or in any agreements pursuant to which Options are granted to the contrary, the Corporation shall not be required to issue shares pursuant to the exercise of any Option granted under the Plan unless the Corporation's counsel has advised the Corporation that such exercise and issuance comply with all applicable laws including, without limitation, all applicable federal and state securities laws. 11. Miscellaneous. Nothing in the Plan or in any Stock Option Agreement shall (a) confer on any employee any right to continue in the employ of the Corporation, any of its Subsidiaries or any Successor corporation; or (b) affect the right of the Corporation, any of its Subsidiaries or any Successor Corporation to terminate his employment at any time. 12. Withholding of Taxes. At such times as an Optionee recognizes taxable income in connection with the receipt of Shares hereunder (a "Taxable Event"), the Optionee shall pay to the Corporation an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld by the Corporation in connection with the Taxable Event prior to the issuance of such Shares. 13. Effective Date and Duration of Plan. The effective date of the Plan shall be the date of its adoption by the Board, subject only to the approval of the stockholders of the Corporation. No options may be granted under the Plan after September 12, 2010. 14. Taxes. At such times as an Optionee recognizes taxable income in connection with the exercise of Options hereunder (a "Taxable Event"), the Optionee shall pay to the Corporation an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld by the Corporation in connection with the Taxable Event (the "Withholding Taxes") prior to the issuance of Common Stock. In satisfaction of the obligation to pay Withholding Taxes to the Corporation, the Optionee may make a written election, which may be accepted or rejected in the discretion of the Committee, to have withheld a portion of the Common Stock then issuable to him or her in connection with the exercise of Options hereunder having an aggregate Fair Market Value equal to the Withholding Taxes. For purposes of this Section 14, "Fair Market Value" on any date means the closing sales prices of the shares of Common Stock on such date on the principal national securities exchange on which such shares of Common Stock are listed or admitted to trading, or, if the shares of Common Stock are not so listed or admitted to trading, the average of the per share of Common Stock closing bid price and per share of Common Stock closing asked price on such date as quoted on the National Association of Securities Dealers Automated Quotation System or such other market in which such prices are regularly quoted, or, if there have been no published bid or asked quotations with respect to the Common Stock on such date, the Fair Market Value shall be the value established by the Board in good faith. EX-5.1 3 EXHIBIT 5.1 [LETTERHEAD OF GULFSTREAM AEROSPACE CORPORATION] February 1, 1999 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 2,216,820 shares (the "Shares") of Common Stock, par value $.01 per share, of the Company, pursuant to (i) the Company's Amended and Restated 1990 Stock Option Plan (the "Plan"), and (ii) certain nonqualified stock options granted to James T. Johnson pursuant to agreements dated August 4, 1997 and November 24, 1997 (the "Agreements"). 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 or sold, and when delivered and paid for in accordance with the provisions of the Plan and the applicable option agreements thereunder or under the "Agreements", as the case may be, 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. I hold stock options granted under the Plan. I 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 marked. Very truly yours, /s/ Ira P. Berman Ira P. Berman EX-23.1 4 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 30, 1998, appearing in and incorporated by reference in the Annual Report on Form 10-K of Gulfstream Aerospace Corporation for the year ended December 31, 1997. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Atlanta, Georgia February 1, 1999 -----END PRIVACY-ENHANCED MESSAGE-----