-----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, JjRT9/lGNXuI1HDh1+7W/M4V+Olks2g4wDGTvgTZpkXh0EytGA8sz9dS/0LkpLsj YgLrUrXkzuIXbv7QC2wSxg== 0000895345-99-000402.txt : 19990715 0000895345-99-000402.hdr.sgml : 19990715 ACCESSION NUMBER: 0000895345-99-000402 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990714 EFFECTIVENESS DATE: 19990714 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: 333-82857 FILM NUMBER: 99664438 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 July 14, 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 (I.R.S. Employer of 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 (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 Maximum Maximum Amount to Offering Aggregate Amount of Title of Securities be Price Per Offering Registration to be Registered Registered Share Price Fee - ------------------------------------------------------------------------------ Common Stock, par value 1 share(1)(2) $68.91(3) $68.91 $1.00 $.01 per share ============================================================================== (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) See "Explanatory Note." (3) 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 July 12, 1999, and are used solely for the purpose of calculating the registration fee. EXPLANATORY NOTE This Registration Statement is filed pursuant to Instruction E to Form S-8 to register additional shares of common stock of Gulfstream Aerospace Corporation (the "Company"), par value $.01 per share (the "Common Stock"), issuable under the Company's Amended and Restated 1990 Stock Option Plan (the "Plan"). This Registration Statement relates to shares of Common Stock which may be issued upon the exercise of non-qualified stock options granted prior to December 9, 1998 under the Plan. On February 3, 1999, the Company registered 1,953,145 shares of Common Stock on a Registration Statement (File No. 333-71689) (the "Form S-8") which were issuable upon the exercise of stock options granted under the Plan on and following December 9, 1998. As of the date hereof, none of these 1,953,145 shares of Common Stock have been issued under the Form S-8. The Company has carried forward into this Registration Statement all of these 1,953,145 shares of Common Stock and that portion of the filing fee which was previously paid upon the registration of these 1,953,145 shares of Common Stock. Pursuant to Instruction E to Form S-8, the Registrant hereby incorporates by reference into this Registration Statement the contents of the Form S-8 and all post-effective amendments thereto. Item 8. Exhibits Exhibit No. Description of Exhibit - ----------- ---------------------- 4.1 -- Form of Restated Certificate of Incorporation (Filed as Exhibit 3.1 to the Registration Statement on Form S-1 filed with the Securities and Exchange 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 (Filed as Exhibit 4.4 to the Form S-8 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 -- Power of Attorney (filed as part of the signature page to the Form S-8 and incorporated herein by reference) * Filed herewith. 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 July 14, 1999. GULFSTREAM AEROSPACE CORPORATION By: /s/ Chris A. Davis ---------------------------------- Chris A. Davis Executive Vice President and Chief Financial and Administrative Officer 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 --------- ----- ---- * Chairman of the Board, July 14, 1999 - ------------------------- Chief Executive Officer and Theodore J. Forstmann Director * President, Chief Operating July 14, 1999 - ------------------------- Officer and Director W.W. Boisture, Jr. * Executive Vice President, July 14, 1999 - ------------------------- Chief Financial and Chris A. Davis Administrative Officer, Secretary and Director (Principal Financial Officer and Principal Accounting Officer) * Vice Chairman of the Board July 14, 1999 - ------------------------- and Director Bryan T. Moss * Director July 14, 1999 - ------------------------- Robert Anderson * Director July 14, 1999 - ------------------------- Charlotte L. Beers Director July __, 1999 - ------------------------- Thomas D. Bell, Jr. * Director July 14, 1999 - ------------------------- Lynn Forester * Director July 14, 1999 - ------------------------- Nicholas C. Forstmann * Director July 14, 1999 - ------------------------- Sandra J. Horbach * Director July 14, 1999 - ------------------------- James T. Johnson * Director July 14, 1999 - ------------------------- Henry A. Kissinger * Director July 14, 1999 - ------------------------- Drew Lewis * Director July 14, 1999 - ------------------------- Mark H. McCormack Director July __, 1999 - ------------------------- Michael S. Ovitz Director July __, 1999 - ------------------------- Allen E. Paulson * Director July 14, 1999 - ------------------------- Roger S. Penske * Director July 14, 1999 - ------------------------- Colin L. Powell * Director July 14, 1999 - ------------------------- Gerard Roche * Director July 14, 1999 - ------------------------- Donald H. Rumsfeld * Director July 14, 1999 - ------------------------- George P. Shultz * Director July 14, 1999 - ------------------------- Robert S. Strauss * By: /s/ Chris A. Davis ----------------------- Chris A. Davis Attorney-In-Fact 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 (Filed as Exhibit 4.4 to the Form S-8 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 Power of Attorney (filed as part of the signature page to the Form S-8 and incorporated herein by reference) * Filed herewith. EX-5.1 2 Exhibit 5.1 July 14, 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 1,953,145 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"). 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, and when 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. 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 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 February 1, 1999 (March 1, 1999 as to Note 16), appearing in and incorporated by reference in the Annual Report on Form 10-K of Gulfstream Aerospace Corporation for the year ended December 31, 1998. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Atlanta, Georgia July 14, 1999 -----END PRIVACY-ENHANCED MESSAGE-----