-----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, S3ILjtkGRL9vg1cPT9/xbns2xj9hT2QrDZRx+OiSAKLnrdqQrLU295jMsD1nVAGO MYnNIQCb7KcbBG1fEq6h9g== 0000859307-99-000027.txt : 19991109 0000859307-99-000027.hdr.sgml : 19991109 ACCESSION NUMBER: 0000859307-99-000027 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991108 EFFECTIVENESS DATE: 19991108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL AIRLINE SUPPORT GROUP INC CENTRAL INDEX KEY: 0000859307 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 592223025 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-90523 FILM NUMBER: 99743331 BUSINESS ADDRESS: STREET 1: 1954 AIRPORT ROAD STREET 2: SUITE 200 CITY: ATLANTA STATE: GA ZIP: 30341 BUSINESS PHONE: 7704557575 MAIL ADDRESS: STREET 1: 1954 AIRPORT ROAD STREET 2: SUITE 200 CITY: ATLANTA STATE: GA ZIP: 30341 S-8 1 As filed with the Securities and Exchange Commission on November 8, 1999 REGISTRATION NO. 333-13979 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTERNATIONAL AIRLINE SUPPORT GROUP, INC. (Exact name of registrant as specified in its charter) DELAWARE 59-2223025 ----------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1954 AIRPORT ROAD, SUITE 200 ATLANTA, GEORGIA 30341 ----------------------------------------- (Address of principal executive offices) INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AMENDED 1996 LONG TERM INCENTIVE AND SHARE AWARD PLAN (Full title of the plan) PHILIP A. THEODORE KING & SPALDING 191 PEACHTREE STREET ATLANTA, GEORGIA 30303-1763 (Name and address of agent for service) (404) 572-4600 (Telephone number, including area code, of agent for service) COPIES TO: GEORGE MURNANE III EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER INTERNATIONAL AIRLINE SUPPORT GROUP, INC. 1954 AIRPORT ROAD, SUITE 200 ATLANTA, GEORGIA 30341 (770) 455-7575 CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of Amount Maximum Maximum Amount of Securities to To be Offering Price Aggregate Registration be Registered Registered Per Share Offering Price Fee Common Stock, par value $.001 per share 237,000 $4.125(1) $977,625(1) $271.78
(1) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h) on the basis of the exercise price of the options issued pursuant to the 1996 Long Term Incentive and Share Award Plan under which the Securities are offered. THE CONTENTS OF THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-13979), AS AMENDED, ARE HEREBY INCORPORATED INTO THIS POST-EFFECTIVE AMENDMENT NO. 2 BY THIS REFERENCE. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS 5.1 -- Opinion of King & Spalding regarding the validity of the securities being registered. 23.1 -- Consent of King & Spalding (included as part of Exhibit 5.1) 23.2 -- Consent of Grant Thornton LLP 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 Post Effective Amendment No. 2 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia on the 8th day of November, 1999. INTERNATIONAL AIRLINE SUPPORT GROUP, INC. By:/s/ Alexius A. Dyer III --------------------------- Alexius A. Dyer III Chairman of the Board, President and Chief Executive Officer 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 indicated as of the 8th day of November, 1999. Signature Title --------- ----- Chairman of the Board, President and Chief Executive Officer and Director /s/ Alexius A. Dyer III - --------------------------- Alexius A. Dyer III Executive Vice President, Chief Operating Officer and Director /s/ George Murnane III - ------------------------- George Murnane III Chief Financial Officer (Chief Accounting Officer) /s/ James M. Isaacson - ------------------------ James M. Isaacson Director /s/ E. James Mueller - ----------------------- E. James Mueller /s/ F. Dixon McElwee, Jr. Director - ----------------------------- F. Dixon McElwee, Jr. ------ EXHIBIT 5.1 [Letterhead of King & Spalding] 404/572-4600 404/572-5100 November 8, 1999 International Airline Support Group, Inc. 1954 Airport Road Suite 200 Atlanta, Georgia 30341 Re: Registration Statement on Form S-8 -------------------------------------- Ladies and Gentlemen: We have acted as counsel for International Airline Support Group, Inc. (the "Company") in connection with the preparation and filing of Post-Effective Amendment No. 2 (the "Amendment") to the Company's Registration Statement on Form S-8 (File No. 333-13979) (the "Registration Statement"), relating to the registration by the Company under the Securities Act of 1933, as amended (the "Act"), of 237,000 shares of the Company's Common Stock, par value $.001 per share (the "Common Stock"), to be issued by the Company from time to time pursuant to the Company's 1996 Long Term Incentive and Share Award Plan. In connection with this opinion, we have considered such matters of law and examined the originals or copies, certified or otherwise identified to our satisfaction, of such documents and corporate and other records and have obtained such certificates, letters, representations and information from the officers, directors and employees of the Company and from others as we have deemed necessary or appropriate to enable us to render the opinions expressed herein. Based upon and in reliance upon the foregoing, and subject to the qualifications and assumptions set forth below, it is our opinion that, when (a) the Amendment has become effective in accordance with the Act and the rules and regulations thereunder and (b) the Common Stock has been duly delivered against payment therefor or receipt by the Company of such lawful consideration for which shares of the Common Stock to be issued by the Company has occurred, then the Common Stock will be (i) duly authorized and (ii) legally issued, fully paid and nonassessable. Our opinion is limited by and subject to the following: (a) In rendering our opinion we have assumed that, at the time of each issuance and sale of the Common Stock, the Company will be a corporation validly existing and in good standing under the laws of the State of Delaware. (b) In our examination of all documents, certificates and records, we have assumed without investigation the authenticity and completeness of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity and completeness of the originals of all documents submitted to us as copies. We have also assumed the genuineness of all signatures, the legal capacity of natural persons, the authority of all persons executing documents on behalf of the parties thereto other than the Company, and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. (c) Our opinion is based solely on and limited to the General Corporation Law of the State of Delaware and federal laws of the United States of America. We express no opinion as to the laws of any other jurisdiction. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ King & Spalding EXHIBIT 23.2 ------ AUDITOR'S CONSENT ----------------- We have issued our report dated July 20, 1999, accompanying the consolidated financial statements and schedule appearing in the Annual Report of International Airline Support Group, Inc. and Subsidiaries on Form 10-K for the year ended May 31, 1999. We hereby consent to the incorporation by reference of the aforementioned report in the Registration Statement of International Airline Support Group, Inc. and Subsidiaries on Post Effective Amendment No. 2 to Form S-8 (Registration No. 333-13979) and to the use of our name as it appears under the caption "Experts." /s/ Grant Thornton LLP Fort Lauderdale, Florida November 4, 1999 -----END PRIVACY-ENHANCED MESSAGE-----