0000947871-01-500946.txt : 20011107
0000947871-01-500946.hdr.sgml : 20011107
ACCESSION NUMBER: 0000947871-01-500946
CONFORMED SUBMISSION TYPE: 424B3
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011102
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: BE AEROSPACE INC
CENTRAL INDEX KEY: 0000861361
STANDARD INDUSTRIAL CLASSIFICATION: PUBLIC BUILDING AND RELATED FURNITURE [2531]
IRS NUMBER: 061209796
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0222
FILING VALUES:
FORM TYPE: 424B3
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-68334
FILM NUMBER: 1774005
BUSINESS ADDRESS:
STREET 1: 1400 CORPORATE CTR WY
CITY: WELLINGTON
STATE: FL
ZIP: 33414
BUSINESS PHONE: 5617915000
MAIL ADDRESS:
STREET 1: 1400 CORPORATE CENTER WAY
STREET 2: 1400 CORPORATE CENTER WAY
CITY: WELLINGTON
STATE: FL
ZIP: 33414
FORMER COMPANY:
FORMER CONFORMED NAME: BE AVIONICS INC
DATE OF NAME CHANGE: 19920608
424B3
1
f424b3_110201.txt
FORM 424(B)(3)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-68334
PROSPECTUS
2,803,738 Shares
BE AEROSPACE, INC.
Common Stock
-------------------
All of the shares of our common stock, par value $.01 per share,
offered hereby are being offered by the selling stockholders listed herein, who
may from time to time offer for sale their shares of common stock. The selling
stockholders received such shares in connection with our acquisition of M&M
Aerospace Hardware, Inc. We will not receive any proceeds from the sale by the
selling stockholders of the shares of common stock. See "Selling Stockholders."
The selling stockholders have advised us that the shares of common
stock offered may be offered or sold by or for the account of such selling
stockholders, from time to time, to purchasers directly, through brokers in
brokerage transactions on the Nasdaq National Market, to underwriters or dealers
in negotiated transactions or in a combination of such methods of sale, at fixed
prices which may be changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices; such
underwriters, brokers or dealers may receive compensation in the form of
underwriting discounts, commissions or concessions.
Our common stock is quoted on The Nasdaq National Market under the
symbol "BEAV." The last reported sale price on November 1, 2001 was $8.51 per
share.
If necessary, information relating to the selling stockholders, the
terms of each sale of shares of common stock offered hereby, including the
public offering price, the names of any underwriters or agents, the
compensation, if any, of such underwriters or agents and the other terms in
connection with the sale of common stock, in respect of which this prospectus is
delivered will be set forth in an accompanying prospectus supplement.
Investing in our common stock involves risks. See "Risk Factors" on
page 6.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is November 2, 2001.
TABLE OF CONTENTS
Page
FORWARD-LOOKING STATEMENTS..............................................3
SUMMARY.................................................................4
RISK FACTORS............................................................6
USE OF PROCEEDS........................................................13
SELLING STOCKHOLDERS...................................................13
DESCRIPTION OF CAPITAL STOCK...........................................16
PLAN OF DISTRIBUTION...................................................20
LEGAL MATTERS..........................................................21
EXPERTS................................................................21
WHERE YOU CAN FIND ADDITIONAL INFORMATION..............................21
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE......................21
-------------------
You should rely only on the information contained in this document or
to which we refer you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities. The information in this document may only be accurate
on the date of this document. Our business, financial condition, results of
operations and prospects may have changed since that date.
2
FORWARD-LOOKING STATEMENTS
This prospectus and other materials we have filed or may file with the
Securities and Exchange Commission, as well as information included in oral
statements or other written statements made, or to be made, by us, contain, or
will contain, disclosures which are "forward-looking statements" as defined in
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
include all statements that do not relate solely to historical or current facts,
and can be identified by the use of words such as "could," "may," "believe,"
"will," "expect," "project," "estimate," "intend," "anticipate," "plan,"
"continue," "predict," or other similar words. These statements, including
statements regarding our future financial performance and other projections of
measures of future financial performance of our company, are based on our
current plans and expectations and involve risks and uncertainties that could
cause actual future events or results to be different from those described in or
implied by such statements. While we believe these forward-looking statements to
be reasonable, projections are necessarily speculative in nature, and it can be
expected that one or more of the estimates on which the projections were based
may vary significantly from actual results, which variations may be material and
adverse. As a result, because these statements are based on expectations as to
future performance and events and are not statements of fact, actual events or
results may differ materially from these projected. Factors that might cause
such a difference include those discussed in our filings with the Securities and
Exchange Commission, including but not limited to our most recent proxy
statement, Form 10-K and Form 10-Q's, and under the heading "Risk Factors" in
this prospectus or any supplement thereto.
We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. You are cautioned not to unduly rely on such
forward-looking statements when evaluating the information presented herein.
These statements should not be considered in isolation and you should make your
investment decision only after carefully reading this entire prospectus or any
supplement thereto and the documents incorporated by reference.
3
SUMMARY
This summary highlights selected information incorporated by reference
or appearing elsewhere in this prospectus and may not contain all of the
information that is important to you. You should carefully read this prospectus
in its entirety, including the documents incorporated by reference.
Our fiscal year ends on the last Saturday in February of each year, and
references to a fiscal year are to the year ended on the last Saturday in
February of the referenced year (for example, fiscal 2001 refers to the fiscal
year ended February 24, 2001).
General
We are the world's largest manufacturer of cabin interior products for
commercial aircraft and for business jets. We serve virtually all major airlines
and a wide variety of general aviation customers and airframe manufacturers. We
believe that we have achieved leading global market positions in each of our
major product categories, which include:
o commercial aircraft seats, including an extensive line of first
class, business class, tourist class and commuter aircraft
seats;
o a full line of airline food and beverage preparation and
storage equipment, including coffeemakers, water boilers,
beverage containers, refrigerators, freezers, chillers and
ovens;
o both chemical and gaseous commercial aircraft oxygen delivery
systems; and
o business jet and general aviation interior products, including
an extensive line of executive aircraft seats, indirect overhead
lighting systems, oxygen, safety and air valve products.
In addition, we design, develop and manufacture a broad range of cabin
interior structures such as galleys and crew rests, and provide comprehensive
aircraft cabin interior reconfiguration and passenger to freighter conversion
engineering services and related component kits. With our recent acquisition of
M&M Aerospace Hardware, Inc. ("M&M"), we also now have a significant presence in
the aerospace fasteners distribution business.
Recent Acquisitions
In August 2001, we entered into an agreement to acquire M&M Aerospace
Hardware, Inc. for an initial purchase price of $177 million. The acquisition
was completed on September 14, 2001. The purchase price consisted of $152
million in cash and $25 million in shares of our common stock. The selling
stockholders also have the opportunity to earn an additional amount of up to $23
million payable in shares of our common stock, which is contingent upon M&M's
operating results through December 31, 2001.
The registration statement of which this prospectus is a part is
intended to register for resale the shares of common stock issued to the former
stockholders of M&M, including the contingent shares that will be available for
sale by the former stockholders of M&M only upon achieving certain operating
results through December 31, 2001. The acquisition agreement is described more
fully under the heading "Selling Stockholders."
Recent Developments
On October 23, 2001, we announced actions to realign our cost and
capacity structure, consistent with the changed conditions in the airline
industry as a result of the September 11, 2001 terrorist attacks. See "Risks
Associated with our Business--We are directly dependent upon the conditions in
the airline industry and any severe and prolonged downturn, including that
currently faced by the industry, is expected to negatively impact our results of
operations." We announced plans to close five facilities, with a reduction of
our workforce by 1,000 employees and the reduction of our management team's
compensation by 35 to 50 percent. Furthermore, we announced that we will record
a cash charge of approximately $15 million to reflect the costs of facility
closures, workforce
4
reductions and other items related to our cost reduction program. We also plan
to record non-cash charges of about $55 million for write-downs of property,
equipment and inventories which have been impaired as a result of industry
conditions and plant closures, and an additional non-cash charge of
approximately $20 million to write down certain intangible assets.
Principal Executive Offices
Our principal executive offices are located at 1400 Corporate Center
Way, Wellington, Florida 33414. Our telephone number at that location is (561)
791-5000. You may also obtain additional information about us from our website,
www.beaerospace.com. Information on our website is not part of this prospectus.
5
RISK FACTORS
You should carefully consider the risks described below before making a
decision to invest in our securities. Other risks facing our company or related
to each offering may also be included in any accompanying prospectus supplement
and we urge you to read carefully any accompanying prospectus supplement before
you make your decision to invest in our securities. The risks and uncertainties
described below are not the only ones facing our company. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial may
also adversely affect our business and operations. If any of the matters
included in the following risks were to occur, our business, financial
condition, results of operations, cash flows or prospects could be materially
adversely affected. In such case, you could lose all or part of your investment.
Risks Associated with our Business
We are directly dependent upon the conditions in the airline industry and any
severe and prolonged downturn, including that currently faced by the industry,
is expected to negatively impact our results of operations
Our principal customers are the world's commercial airlines. As a
result, our business is directly dependent upon the conditions in the highly
cyclical and competitive commercial airline industry. In the late 1980s and
early 1990s, the world airline industry suffered a severe downturn, which
resulted in record losses and several air carriers seeking protection under
bankruptcy laws. As a consequence, during such period, airlines sought to
conserve cash by reducing or deferring scheduled cabin interior refurbishment
and upgrade programs and by delaying purchases of new aircraft. This led to a
significant contraction in the commercial aircraft cabin interior products
industry and a decline in our business and profitability. Although the world
airline industry experienced a turnaround in operating results in the mid
1990's, starting in 2000, increases in fuel prices, the softening of the global
economy and labor unrest began to negatively impact airline profitability.
During 2001, further softening of the global economy resulted in many airlines
reporting or forecasting net losses. Moreover, as a result of the September 11,
2001 terrorist attacks on the World Trade Center in New York City and the
Pentagon in Northern Virginia, the airline industry has once again been severely
affected. For the first time in the history of commercial aviation, all domestic
airlines were grounded for a period of three days following the terrorist
attack. Since resuming service, most major US carriers have parked or retired
nearly 20% of their fleets and have announced reductions in workforces
aggregating over 100,000 employees, and Boeing has announced planned layoffs of
approximately 30,000, or 30% of their commercial aircraft workforce. Congress
has authorized financial assistance for the airline industry aggregating $15
billion. As a result of the substantial reduction in airline traffic arising
from the September 11 terrorist attack and its aftermath, as well as other
factors, such as the weakening economy, the airline industry is likely to incur
the largest loss in history in calendar 2001, totaling in excess of $10 billion.
Accordingly, the airlines are seeking to conserve cash by deferring or
eliminating cabin interior refurbishment programs and canceling or deferring
aircraft purchases. We expect that this will cause a substantial contraction in
our business, the extent and duration of which cannot be determined at this
time. We have not yet determined the impact of these significant changes in
industry conditions on our operations, liquidity, financial condition or
outlook. However, given the magnitude of these events and the possible
subsequent effects, the impact could be material.
Our substantial indebtedness could limit our ability to obtain additional
financing and will require that a significant portion of our cash flow be used
for debt service
We have substantial indebtedness and, as a result, significant debt
service obligations. As of August 25, 2001, we had approximately $702 million
aggregate amount of indebtedness outstanding representing approximately 77.8% of
total capitalization. After giving effect to our acquisition of M&M as of August
25, 2001, our aggregate amount of indebtedness outstanding on a pro forma basis
would have been $802 million which would have represented approximately 76.4% of
total capitalization. See our unaudited proforma combined condensed financial
information and the notes thereto incorporated by reference herein for further
information regarding proforma financial data. We could also incur substantial
additional indebtedness in the future. For example, we recently replaced our
bank credit facility with a new $150 million facility and, as of September 18,
2001, after completion of the M&M transaction, had approximately $45 million
available for borrowing under the new facility.
6
The degree of our leverage and, as a result, significant debt service
obligations, could have significant consequences to purchasers or holders of our
shares of common stock, including:
o limiting our ability to obtain additional financing to fund our
growth strategy, working capital requirements, capital
expenditures, acquisitions, debt service requirements or other
general corporate requirements;
o limiting our ability to use operating cash flow in other areas
of our business because we must dedicate a substantial portion
of those funds to fund debt service obligations;
o increasing our vulnerability to adverse economic and industry
conditions; and
o increasing our exposure to interest rate increases because any
borrowings under our new bank credit facility will be at
variable interest rates.
We may not be able to generate the necessary amount of cash to service our
indebtedness, which may require us to refinance our debt, obtain additional
financing or sell assets
Our ability to satisfy our debt service obligations will depend upon,
among other things, our future operating performance and our ability to
refinance indebtedness when necessary. Each of these factors is to a large
extent dependent on economic, financial, competitive and other factors, beyond
our control. If, in the future, we cannot generate sufficient cash from
operations to meet our debt service obligations, we will need to refinance,
obtain additional financing or sell assets. Our business may not generate cash
flow, and we may not be able to obtain funding, sufficient to satisfy our debt
service requirements.
We have significant financial and operating restrictions in our debt instruments
that may, among other things, limit our ability to pay dividends, merge or
consolidate or sell or otherwise dispose of assets
The indentures governing our outstanding notes, including our 8% senior
subordinated notes due 2008, 9 1/2% senior subordinated notes due 2008 and 8
7/8% senior subordinated notes due 2011, contain numerous financial and
operating covenants that limit our ability to incur additional indebtedness, to
create liens or other encumbrances, to make certain payments and investments,
including dividend payments and to sell or otherwise dispose of assets and merge
or consolidate with other entities. In addition, our new bank credit facility
contains customary affirmative and negative covenants. Agreements governing
future indebtedness could also contain significant financial and operating
restrictions. A failure to comply with the obligations contained in any current
or future agreements governing our indebtedness, including our indentures and
our new bank credit facility, could result in an event of default under such
agreements, which could permit acceleration of the related debt and acceleration
of debt under other instruments that may contain cross-acceleration or
cross-default provisions. We are not certain whether we would have, or be able
to obtain, sufficient funds to make these accelerated payments.
The airline industry is heavily regulated and failure to comply with applicable
laws could reduce our sales or require us to incur additional costs to achieve
compliance, which could reduce our results of operations
The Federal Aviation Administration prescribes standards and licensing
requirements for aircraft components, including virtually all commercial airline
and general aviation cabin interior products, and licenses component repair
stations within the United States. Comparable agencies, such as the U.K. Civil
Aviation Authority and the Japanese Civil Aviation Board, regulate these matters
in other countries. If we fail to obtain a required license for one of our
products or services or lose a license previously granted, the sale of the
subject product or service would be prohibited by law until such license is
obtained or renewed. In addition, designing new products to meet existing
regulatory requirements and retrofitting installed products to comply with new
regulatory requirements can be both expensive and time consuming.
From time to time the FAA or comparable agencies propose new
regulations or changes to existing regulations. These new changes or regulations
generally cause an increase in costs of compliance. When the FAA first enacted
Technical Standard Order C127, all seating companies were required to meet these
new rules.
7
Compliance with this rule required industry participants to spend millions of
dollars on engineering, plant and equipment to comply with the regulation. A
number of smaller seating companies decided that they did not have the
resources, financial or otherwise, to comply with these rules and they either
sold their businesses or ceased operations. To the extent the FAA, or comparable
agencies, implement regulation changes or new regulations in the future, we may
incur significant additional costs to achieve compliance.
We are subject to extensive health and environmental regulation, any violation
of which could subject us to significant liabilities and penalties
We are subject to extensive and changing federal, state and foreign
laws and regulations establishing health and environmental quality standards,
and may be subject to liability or penalties for violations of those standards.
We are also subject to laws and regulations governing remediation of
contamination at facilities currently or formerly owned or operated by us or to
which we have sent hazardous substances or wastes for treatment, recycling or
disposal. We may be subject to future liabilities or obligations as a result of
new or more stringent interpretations of existing laws and regulations. In
addition, we may have liabilities or obligations in the future if we discover
any environmental contamination or liability relating to our operations, our
facilities, or facilities we may acquire.
We compete with a number of established companies, some of which have
significantly greater financial, technological and marketing resources than we
do and we may not be able to compete effectively with these companies
We compete with numerous established companies. Some of these
companies, particularly in the passenger to freighter conversion business, have
significantly greater financial, technological and marketing resources than we
do. Our ability to be an effective competitor will depend on our ability to
remain the supplier of retrofit and refurbishment products and spare parts on
the commercial fleets on which our products are currently in service. It will
also depend on our success in causing our products to be selected for
installation in new aircraft, including next-generation aircraft, and in
avoiding product obsolescence. Our ability to maintain or expand our market
position in the rapidly growing passenger to freighter conversion business will
depend on our success in being selected to convert specific aircraft, our
ability to maintain and enhance our engineering design, our certification and
program management capabilities and our ability to effectively use our recent
acquisitions to manufacture a broader range of structural components, connectors
and fasteners used in this business.
If we are unable to manufacture quality products and to deliver our products on
time, we may be subject to increased costs or loss of customers or orders, which
could negatively impact our results of operations
During the latter part of fiscal 1999 and throughout fiscal 2000, we
experienced significant operating inefficiencies in our seating programs which
resulted in delayed deliveries to customers, increased re-work of seating
products, claims for warranty, penalties, out of sequence charges, substantial
increases in air freight and other expedite-related costs. In addition, as a
result of our late customer deliveries, certain airlines diverted their seating
programs to other manufacturers. To the extent we suffer any of these
inefficiencies or shortcomings in the future we will likely experience
significant increased costs and loss of customers or orders.
Our acquisition strategy may be less successful than we expect and therefore,
our growth may be limited
We intend to consider future acquisitions. We intend to consider future
strategic acquisitions, some of which could be material to us and which may
include companies that are substantially equivalent or larger in size compared
to us. We continually explore and conduct discussions with many third parties
regarding possible acquisitions. As of the date of this prospectus, we have no
material acquisition agreements to acquire any business or assets. Our ability
to continue to achieve our goals may depend upon our ability to identify and
successfully acquire attractive companies, to effectively integrate such
companies, achieve cost efficiencies and to manage these businesses as part of
our company.
We will have to integrate any acquisitions into our business. The
difficulties of combining the operations, technologies and personnel of
companies we acquire into our company include:
8
o coordinating and integrating geographically separated
organizations;
o integrating personnel with diverse business backgrounds; and
o integrating businesses with different processes and management
information systems.
We may not be able to effectively manage or integrate any acquired
companies, including M&M. Further, we may not be successful in implementing
appropriate operational, financial and management systems and controls to
achieve the benefits expected to result from these acquisitions. Our efforts to
integrate these businesses could be affected by a number of factors beyond our
control, such as regulatory developments, general economic conditions, increased
competition and the loss of certain customers resulting from the acquisitions.
In addition, the process of integrating these businesses could cause an
interruption of, or loss of momentum in, the activities of our existing business
and the loss of key personnel and customers. The diversion of management's
attention and any delays or difficulties encountered in connection with the
transition and integration of these businesses could negatively impact our
business and results of operations if any of the above adverse effects were to
occur. Further, the benefits that we anticipate from these acquisitions may not
develop.
With the acquisition of M&M, we now have a significant presence in the
fasteners distribution business. There can be no assurance that we will be
successful in integrating the aerospace fasteners product line.
We will have to finance future acquisitions. Depending upon the
acquisition opportunities available, we may need to raise additional funds or
arrange for additional bank financing. We may seek such additional funds through
public offerings or private placements of debt or equity securities or bank
loans. Issuance of additional equity securities by us could result in
substantial dilution to stockholders. The incurrence of additional indebtedness
by us could have adverse consequences to stockholders as described above. In the
absence of such financing, we might not be able to make future acquisitions in
accordance with our business strategy, to absorb adverse operating results, to
fund capital expenditures or to respond to changing business and economic
conditions, all of which may negatively affect our business, results of
operations and financial condition.
There are risks inherent in international operations that could, among other
things, expose us to currency risk, foreign currency translation adjustments,
additional costs or loss of sales, which could negatively affect our operating
results
Our operations are primarily in the United States, with approximately
24% of our sales during fiscal 2001 coming from our foreign operations in the
United Kingdom and the Netherlands. While the majority of our operations is
based domestically, each of our facilities sells to airlines all over the world.
As a result, 40% or more of our consolidated sales for the past three fiscal
years was to airlines located outside the United States. We have direct
investments in a number of subsidiaries in foreign countries (primarily in
Europe). Fluctuations in the value of foreign currencies affect the dollar value
of our net investment in foreign subsidiaries, with these fluctuations being
included in a separate component of stockholders' equity. Operating results of
foreign subsidiaries are translated into U.S. dollars at average monthly
exchange rates. At August 25, 2001, we reported a cumulative foreign currency
translation loss of $22.6 million in stockholders' equity as a result of foreign
currency adjustments, and we may incur additional adjustments in future periods.
In addition, the U.S. dollar value of transactions based in foreign currency
(collections on foreign sales or payments for foreign purchases) also fluctuates
with exchange rates. If in the future a substantial majority of our sales were
not denominated in the currency of the country of product origin, we could face
increased currency risk. Also, changes in the value of the U.S. dollar or other
currencies could result in fluctuations in foreign currency translation amounts
or the U.S. dollar value of transactions and, as a result, our net earnings
could be reduced. Our largest foreign currency exposure results from activity in
British pounds and Dutch guilders.
We may engage in hedging transactions in the future to manage or reduce
our foreign exchange risk. However, our attempts to manage our foreign currency
exchange risk may not be successful and, as a result, our net earnings could be
negatively affected by any unfavorable fluctuations in foreign currency exchange
rates.
9
Our foreign operations could also be subject to unexpected changes in
regulatory requirements, tariffs and other market barriers and political and
economic instability in the countries where we operate. Due to our foreign
operations we could be subject to such factors in the future and the impact of
any such events that may occur in the future could subject us to additional
costs or loss of sales, which could negatively affect our operating results.
Our total assets include substantial intangible assets. The write-off of a
significant portion of unamortized intangible assets would negatively affect our
results of operations
Our total assets reflect substantial intangible assets. At August 25,
2001, intangibles and other assets, net, represent approximately 43.4% of total
assets and 233.9% of stockholders' equity. At August 25, 2001, on a pro forma
basis after giving effect to the M&M acquisition as if it had occurred on August
25, 2001, intangibles and other assets, net, would have represented
approximately 45.9% of our total assets and 233.0% of stockholders equity. See
our unaudited pro forma combined condensed financial information and the notes
thereto incorporated by reference herein for further information regarding pro
forma financial data. Intangible assets consist of goodwill and other identified
intangible assets associated with our acquisitions, representing the excess of
cost over the fair value of the tangible assets we have acquired since 1989. We
may not be able to realize the value of these assets. For example, we will
record non-cash charges totaling $20 million associated with impairment of
intangible assets in connection with our cost reduction plans as described in
"Summary---Recent Developments."
In July 2001, the Financial Accounting Standard Board issued Statement
of Financial Accounting Standards ("SFAS") No. 141 and SFAS No. 142. SFAS No.
141 applies to all business combinations completed after June 30, 2001 and
requires the use of the purchase method of accounting. SFAS No. 141 also
establishes new criteria for determining whether intangible assets should be
recognized separately from goodwill. SFAS No. 141 is not expected to have a
significant impact on our results of operations or financial position. SFAS No
142 provides that goodwill and intangible assets with indefinite lives will not
be amortized, but rather will be tested for impairment on an annual basis. SFAS
No. 142 is effective for our fiscal year beginning February 24, 2002. While we
have not fully evaluated all the provisions of SFAS No. 142, it is expected that
applying the provisions of SFAS No.142 would eliminate a portion of amortization
expense. During the year ended February 24, 2001, amortization of intangible
assets was approximately $23 million.
Risks Associated with our Capital Stock
Provisions in our charter documents may discourage potential acquisitions of our
company, even those which the holders of a majority of our common stock may
favor
Our restated certificate of incorporation and by-laws contain
provisions that may have the effect of discouraging a third party from making an
acquisition of us by means of a tender offer, proxy contest or otherwise. Our
restated certificate of incorporation and by-laws:
o classify the board of directors into three classes, with
directors of each class serving for a staggered three-year
period;
o provide that directors may be removed only for cause and only
upon the approval of the holders of at least two-thirds of the
voting power of our shares entitled to vote generally in the
election of such directors;
o require at least two-thirds of the voting power of our shares
entitled to vote generally in the election of directors to
alter, amend or repeal the provisions relating to the classified
board and removal of directors described above;
o permit the board of directors to fill vacancies and newly
created directorships on the board;
o restrict the ability of stockholders to call special meetings;
and
o contain advance notice requirements for stockholder proposals.
10
Such provisions would make the removal of incumbent directors more difficult and
time-consuming and may have the effect of discouraging a tender offer or other
takeover attempt not previously approved by the board of directors.
Our board of directors has declared a dividend of one preferred share
purchase right for each share of common stock outstanding. A right will also be
attached to each share of common stock subsequently issued. The rights will have
certain anti-takeover effects. If triggered, the rights would cause substantial
dilution to a person or group of persons that acquires more than 15.0% of our
common stock on terms not approved by our board of directors. The rights could
discourage or make more difficult a merger, tender offer or other similar
transaction.
Under our restated certificate of incorporation, our board of directors
also has the authority to issue preferred stock in one or more series and to fix
the powers, preferences and rights of any such series without stockholder
approval. The board of directors could, therefore, issue, without stockholder
approval, preferred stock with voting and other rights that could adversely
affect the voting power of the holders of common stock and could make it more
difficult for a third party to gain control of us. In addition, under certain
circumstances, Section 203 of the Delaware General Corporation Law makes it more
difficult for an "interested stockholder," or generally a 15% stockholder, to
effect various business combinations with a corporation for a three-year period.
You may not receive cash dividends on our shares
We have never paid a cash dividend and do not plan to pay cash
dividends on our common stock in the foreseeable future. We intend to retain our
earnings to finance the development and expansion of our business and to repay
indebtedness. Also, our ability to declare and pay cash dividends on our common
stock is restricted by covenants in our outstanding notes. In addition, our new
credit facility contains customary covenants, including covenants restricting
our ability to declare and pay cash dividends.
If the price of our common stock continues to fluctuate significantly, you could
lose all or a part of your investment
The price of our common stock is subject to sudden and material
increases and decreases, and decreases could adversely affect investments in our
common stock. For example, since the beginning of fiscal 2001, the closing price
of our common stock has ranged from a low of $4.85 to a high of $25.875. The
price of our common stock could fluctuate widely in response to:
o our quarterly operating results;
o changes in earnings estimates by securities analysts;
o changes in our business;
o changes in the market's perception of our business;
o changes in the businesses, earnings estimates or market
perceptions of our competitors or customers;
o changes in general market or economic conditions; and
o changes in the legislative or regulatory environment.
In addition, the stock market has experienced extreme price and volume
fluctuations in recent years that have significantly affected the quoted prices
of the securities of many companies, including companies in our industry. The
changes often appear to occur without regard to specific operating performance.
The price of our common stock could fluctuate based upon factors that have
little or nothing to do with our company and these fluctuations could materially
reduce our stock price. Further, as a result of the terrorist attacks on
September 11, 2001 on the World Trade Center in New York City and the Pentagon
in Northern Virginia, the airline industry was severely and
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materially affected. This has resulted in extreme price and volume fluctuations
of the securities of companies in the airline industry. Our stock price was also
extremely negatively affected by these events.
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USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares of
common stock. See "Selling Stockholders."
SELLING STOCKHOLDERS
We acquired M&M Aerospace Hardware, Inc. and, pursuant to the
provisions of the stock purchase agreement governing the acquisition, we agreed
to register for resale shares of our common stock issued as consideration for
the acquisition. Each of the selling stockholders received the shares of our
common stock they are selling in this offering in connection with our
acquisition of M&M. The shares being sold by the selling stockholders in this
offering are for the account of the selling stockholders. We will not receive
any proceeds from the sale of the shares of common stock offered by the selling
stockholders.
The following is a brief summary of some of the provisions of the
agreement governing the acquisition. We have not described every aspect of the
agreement. You should refer to such agreement, which was filed as an exhibit to
the registration statement of which this prospectus is a part, for a complete
description of its provisions and the definition of terms used in them.
M&M Aerospace Hardware, Inc.
In September 2001, pursuant to the terms of a stock purchase agreement
that we entered into with Paul Mittentag, Adrianne Mittentag, Paul Mittentag
1997 6-Year GRAT, Paul Mittentag 1997 8-Year GRAT, Paul Mittentag 2000 8-Year
GRAT, Adrianne Mittentag 1997 8-Year GRAT, Adrianne Mittentag 2000 8-Year GRAT
and Adrianne Mittentag 1997 10-Year GRAT, Stuart Mittentag, Mark Mittentag,
David Leshner and Jennifer Leshner, we acquired all of the outstanding stock of
M&M, for a total initial purchase price of $177 million, $25 million of which
was paid in shares of our common stock. Certain selling stockholders also have
the opportunity to earn an additional amount of up to $23 million under an
"earn-out" arrangement, payable in shares of our common stock, based on M&M's
performance through December 31, 2001. M&M is a company based in Florida, and is
the leading independent aftermarket distributor of aerospace fasteners.
The number of shares beneficially owned was determined by dividing the
$48 million aggregate portion of the acquisition price (including the earn-out
portion) that may be paid in shares of our common stock by the average closing
price of our common stock for the eight trading-day period ending on and
including the third trading day prior to the closing as required in the stock
purchase agreement. Such shares were then allocated to the selling stockholders
pursuant to the terms of the stock purchase agreement. All of the shares,
including those subject to the earnout arrangement, were issued into an escrow
account. The selling stockholders may, subject to the restrictions below, direct
the escrow agent to sell the shares held in the escrow account. The shares held
in escrow and the proceeds from any sales of shares by the escrow agent will be
retained in the escrow account until September 14, 2003 to be used, if
necessary, to satisfy certain indemnification obligations of the selling
stockholders pursuant to the terms of the stock purchase agreement. All of the
shares issued are subject to the following restrictions specified in the voting
and standstill agreement:
o none of the shares may be sold by the selling stockholders
prior to January 9, 2002; and
o only up to 25 percent of the shares, including the earn-out
shares, may be sold in any 90 consecutive day period after
January 9, 2002.
The shares representing the consideration for the earn-out arrangement
will be released to the selling stockholders after December 31, 2001, and not
later than March 31, 2002, subject to satisfaction of the earn-out conditions.
Any portion of the aggregate $23 million earnout consideration not delivered to
the selling stockholders, as result of a failure to meet the earnout conditions,
will be immediately released to us.
Selling Stockholder Table
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Set forth below are the names of each selling stockholder that has
received shares of our common stock in the acquisition, the number of shares of
common stock that were beneficially owned as of September 15, 2001 by each such
selling stockholder (assuming beneficial ownership of all shares issued,
including the earn-out shares), the number of shares that may be offered and
sold by or on behalf of each such selling stockholder hereunder and the amount
of common stock owned by each such selling stockholder upon the completion of
this offering assuming all shares that may be offered are sold. None of the
selling stockholders would beneficially own more than 1% of our outstanding
common stock based on the number of shares of our common stock outstanding on
August 25, 2001, other than as noted below, and to our knowledge none of the
selling stockholders will have any material relationships with us subsequent to
the closing of the acquisition other than Mr. Paul Mittentag, who has agreed to
become an employee of our company.
Shares Beneficially
Owned Shares Beneficially
Prior to Offering Shares Owned After Offering
Selling Stockholders** Number (1)(2) Percent (3) Offered Number Percent
-------------------- ------------- ----------- ------- ------ -------
Paul Mittentag 977,060 3.0 977,060 - -
Adrianne Mittentag 977,060 3.0 977,060 - -
Paul Mittentag 1997 6-Year GRAT 141,603 * 141,603 - -
Paul Mittentag 1997 8-Year GRAT 141,603 * 141,603 - -
Paul Mittentag 2000 8-Year GRAT 141,603 * 141,603 - -
Adrianne Mittentag 1997 8-Year GRAT 141,603 * 141,603 - -
Adrianne Mittentag 2000 8-Year GRAT 141,603 * 141,603 - -
Adrianne Mittentag 1997 10-Year GRAT 141,603 * 141,603 - -
------------------- -----------------
------------------- -----------------
Total.......................... 2,803,738 - 2,803,738 - -
=================== =================
(1) The number of shares beneficially owned was determined by dividing the $48
million aggregate portion of the acquisition price (including the earn-out
portion) that may be paid in shares of our common stock by the average
closing price of our common stock for the eight trading-day period ending
on and including the third trading day prior to the closing as required in
the stock purchase agreement. Such shares were then allocated to the
selling stockholders pursuant to the terms of the stock purchase agreement.
(2) A portion of the shares beneficially owned may be allocated based on future
performance of M&M pursuant to the earn-out arrangement under the stock
purchase agreement and, if such earn-out requirements are achieved, may be
offered by the selling stockholder at a later date. Of the $48 million of
the acquisition purchase price that may be paid in shares of our common
stock, $23 million is contingent upon M&M's operating results through
December 31, 2001.
(3) Based on the number of shares of our common stock outstanding as of August
25, 2001, not including the 2,803,738 shares of our common stock, issued
pursuant to the terms of the stock purchase agreement.
* The percentage of shares of common stock beneficially owned does not exceed
one percent of the outstanding shares of common stock as of August 25,
2001.
** The address for each of the selling stockholders is c/o Paul Mittentag,
9 Tahiti Beach Island Road, Coral Gables, Florida 33143.
Registration Rights
Pursuant to the terms of the stock purchase agreement, we agreed to
register for resale with the Securities and Exchange Commission the shares of
common stock issued to the selling stockholders (including shares pursuant to
the earn-out arrangements) and to continue to maintain such registration
statement until the earlier of (i) two years
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from the date such registration statement has been declared effective, which
will be September 10, 2003, or (ii) the date that the selling stockholders no
longer own any of our common stock issued as consideration for the acquisition.
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DESCRIPTION OF CAPITAL STOCK
Common Stock
We are authorized to issue 100,000,000 shares of common stock, $0.01
par value, of which 32,193,744 shares were outstanding as of August 25, 2001.
Holders of our common stock are entitled to one vote per share on all matters to
be voted upon by the stockholders and to receive such dividends as may be
declared by the board of directors out of funds legally available to pay
dividends. The indentures relating to our 8 7/8% notes, 8% notes and 9 1/2%
notes and our credit facilities restrict dividend payments by us to our
stockholders. In the event of a liquidation, dissolution or winding up of our
company, holders of our common stock have the right to a ratable portion of the
assets remaining after payment of liabilities. Holders of common stock do not
have cumulative voting, preemptive, redemption or conversion rights. All
outstanding shares of our common stock are, and the shares to be sold in this
offering will be, fully paid and non-assessable.
Preferred Stock
Our restated certificate of incorporation provides for the
authorization of 1,000,000 shares of preferred stock, $0.01 par value. The
shares of preferred stock may be issued from time to time at the discretion of
the board of directors without stockholder approval. The board of directors is
authorized to issue these shares in different classes and series and, with
respect to each class or series, to determine the dividend rate, the redemption
provisions, conversion provisions, liquidation preference and other rights and
privileges not in conflict with our restated certificate of incorporation. No
shares of our preferred stock are outstanding, and we have no immediate plans to
issue any preferred stock. The issuance of any of our preferred stock could
provide needed flexibility in connection with possible acquisitions and other
corporate purposes, however, the issuance could also make it more difficult for
a third party to acquire a majority of our outstanding voting stock or
discourage an attempt to gain control of us. In addition, the board of
directors, without stockholder approval, can issue shares of preferred stock
with voting and conversion rights which could adversely affect the voting power
and other rights of the holders of common stock.
Directors' Exculpation and Indemnification
Our restated certificate provides that none of our directors shall be
liable to us or our stockholders for monetary damages for any breach of
fiduciary duty as a director, except to the extent otherwise required by the
Delaware General Corporation Law, or the DGCL. The effect of this provision is
to eliminate our rights, and our stockholders' rights, to recover monetary
damages against a director for breach of a fiduciary duty of care as a director.
This provision does not limit or eliminate our right, or the right of any
stockholder, to seek non-monetary relief, such as an injunction or rescission in
the event of a breach of a director's duty of care. In addition, the restated
certificate provides that, if the DGCL is amended to authorize the further
elimination or limitation of the liability of a director, then the liability of
the directors shall be eliminated or limited to the fullest extent permitted by
the DGCL, as so amended. These provisions will not alter the liability of
directors under federal or state securities laws. The restated certificate also
includes provisions for the indemnification of our directors and officers to the
fullest extent permitted by Section 145 of the DGCL.
Election and Removal of Directors
The restated certificate classifies our board of directors into three
classes, as nearly equal in number as possible, so that each director will serve
for three years, with one class of directors being elected each year. The
restated certificate also provides that directors may be removed for cause only
with the approval of the holders of at least two-thirds of the voting power of
our shares entitled to vote generally in the election of directors at an annual
meeting or special meeting called for such purpose. In addition, the restated
certificate requires at least two-thirds of the voting power of our shares
entitled to vote generally in the election of directors at an annual meeting or
special meeting called for such purpose to alter, amend or repeal the provisions
relating to the classified board and removal of directors described above.
We believe that the provisions described in the preceding paragraph,
taken together, reduce the possibility that a third party could effect a change
in the composition of our board of directors without the support of the
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incumbent board. The provisions may have significant effects on the ability of
our stockholders to change the composition of the incumbent board, to benefit
from transactions which are opposed by the incumbent board, to assume control of
us or effect a fundamental corporate transaction such as a merger. Nevertheless,
although we have not experienced any problems in the past with the continuity or
stability of the board, management believes that the provisions help assure the
continuity and stability of our policies in the future, since the majority of
the directors at any time will have prior experience as directors.
Section 203 of the Delaware General Corporation Law
We are subject to the provisions of Section 203 of the DGCL. That
section provides, with certain exceptions, that a Delaware corporation may not
engage in any of a broad range of business combinations with a person or
affiliate, or associate of such person, who is an "interested stockholder" for a
period of three years from the date that such person became an interested
stockholder unless: (i) the transaction resulting in a person becoming an
interested stockholder, or the business combination, is approved by the board of
directors of the corporation before the person becomes an interested
stockholder, (ii) the interested stockholder acquires 85% or more of the
outstanding voting stock of the corporation in the same transaction that makes
it an interested stockholder (excluding shares owned by persons who are both
officers and directors of the corporation, and shares held by certain employee
stock ownership plans); or (iii) on or after the date the person becomes an
interested stockholder, the business combination is approved by the
corporation's board of directors and by the holders of at least 66 2/3% of the
corporation's outstanding voting stock at an annual or special meeting,
excluding shares owned by the interested stockholder. An "interested
stockholder" is defined as any person that is (i) the owner of 15% or more of
the outstanding voting stock of the corporation or (ii) an affiliate or
associate of the corporation and was the owner of 15% or more of the outstanding
voting stock of the corporation at any time within the three-year period
immediately prior to the date on which it is sought to be determined whether
such person is an interested stockholder.
Rights Agreement
On November 12, 1998, our board of directors declared a distribution of
one right for each outstanding share of common stock to stockholders of record
at the close of business on November 23, 1998 and for each share of common stock
issued (including shares distributed from treasury stock) by us thereafter and
prior to the distribution date, which will occur on the date described below.
Each right entitles the registered holder, subject to the terms of the rights
agreement dated as of November 12, 1998, to purchase from us one one-thousandth
of a share, or a unit, of series A junior preferred stock, par value $0.01 per
share, at a purchase price of $100.00 per unit, subject to adjustment.
Initially, the rights will attach to all certificates representing
shares of outstanding common stock, and no separate rights certificates will be
distributed. The rights will separate from the common stock and the distribution
date will occur upon the earlier of (i) 10 days following a public announcement
(the date of such announcement being the "stock acquisition date") that a person
or group of affiliated or associated persons, other than us, any subsidiaries or
any of our subsidiaries employee benefit plans (an "acquiring person") has
acquired, obtained the right to acquire, or otherwise obtained beneficial
ownership of 15% or more of the then outstanding shares of common stock, or (ii)
10 days following the commencement of a tender offer or exchange offer that
would result in a person or group beneficially owning 15% or more of the then
outstanding shares of common stock. Until the distribution date, (i) the rights
will be evidenced by common stock certificates and will be transferred with and
only with such common stock certificates, (ii) new common stock certificates
issued after November 23, 1998 (also including shares distributed from treasury
stock) will contain a notation incorporating the rights agreement by reference
and (iii) the surrender for transfer of any certificates representing
outstanding common stock will also constitute the transfer of the rights
associated with the common stock represented by such certificates.
The rights are not exercisable until the distribution date and will
expire at the close of business on the tenth anniversary of the rights agreement
unless earlier redeemed by us.
As soon as practicable after the distribution date, rights certificates
will be mailed to holders of record of common stock as of the close of business
on the distribution date and, thereafter, the separate rights certificates alone
will represent the rights.
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In the event that (i) we are the surviving corporation in a merger with
an acquiring person and shares of our common stock shall remain outstanding,
(ii) a person becomes the beneficial owner of 15% or more of the then
outstanding shares of our common stock, (iii) an acquiring person engages in one
or more "self-dealing" transactions as set forth in the rights agreement, or
(iv) during such time as there is an acquiring person, an event occurs which
results in such acquiring person's ownership interest being increased by more
than 1% (e.g., by means of a reverse stock split or recapitalization), then, in
each such case, each holder of a right will thereafter have the right to
receive, upon exercise, units of series A junior preferred stock (or, in certain
circumstances, common stock, cash, property or other of our securities) having a
value equal to two times the exercise price of the right. The exercise price is
the purchase price multiplied by the number of units of series A junior
preferred stock issuable upon exercise of a right prior to the events described
in this paragraph. Notwithstanding any of the foregoing, following the
occurrence of any of the events set forth in this paragraph, all rights that
are, or (under certain circumstances specified in the rights agreement) were,
beneficially owned by any acquiring person will be null and void.
In the event that, at any time following the stock acquisition date,
(i) we are acquired in a merger or other business combination transaction and we
are not the surviving corporation (other than a merger described in the
preceding paragraph), (ii) any person consolidates or merges with us and all or
part of our common stock is converted or exchanged for securities, cash or
property of any other person or (iii) 50% or more of our assets or earning power
is sold or transferred, each holder of a right (except rights which previously
have been voided as described above) shall thereafter have the right to receive,
upon exercise, common stock of the acquiring person having a value equal to two
times the exercise price of the right.
The purchase price payable, and the number of units of series A junior
preferred stock issuable, upon exercise of the rights are subject to adjustment
from time to time to prevent dilution (i) in the event of a stock dividend on,
or a subdivision, combination or reclassification of, the series A junior
preferred stock, (ii) if holders of the series A junior preferred stock are
granted certain rights or warrants to subscribe for series A junior preferred
stock or convertible securities at less than the current market price of the
series A junior preferred stock, or (iii) upon the distribution to the holders
of the series A junior preferred stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the purchase price will be
required until cumulative adjustments amount to at least 1% of the purchase
price. We are not required to issue fractional units. In lieu thereof, an
adjustment in cash may be made based on the market price of the series A junior
preferred stock prior to the date of exercise.
At any time until ten days following the stock acquisition date, a
majority of the board of directors may redeem the rights in whole, but not in
part, at the redemption price of $0.01 per right, payable, at the election of
such majority of the board of directors, in cash or shares of our common stock.
Immediately upon the action of a majority of the board of directors ordering the
redemption of the rights, the rights will terminate and the only right of the
holders of rights will be to receive the redemption price.
Until a right is exercised, the holder thereof, as such, will have no
rights as a stockholder of our company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the rights will not
be taxable to stockholders or to us, stockholders may, depending upon the
circumstances, recognize taxable income in the event that the rights become
exercisable for units of series A junior preferred stock, or other
consideration.
Any of the provisions of the rights agreement may be amended at any
time prior to the distribution date. After the distribution date, the provisions
of the rights agreement may be amended in order to cure any ambiguity, defect or
inconsistency, to make changes which do not adversely affect the interests of
holders of rights, excluding the interests of any acquiring person, or to
shorten or lengthen any time period under the rights agreement; provided,
however, that no amendment to adjust the time period governing redemption shall
be made at such time as the rights are not redeemable.
The units of series A junior preferred stock that may be acquired upon
exercise of the rights will be nonredeemable and subordinate to any other shares
of preferred stock that may be issued by us.
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Each unit of series A junior preferred stock will have a minimum
preferential quarterly dividend rate of $0.01 per unit but will, in any event,
be entitled to a dividend equal to the per share dividend declared on our common
stock.
In the event of liquidation, the holder of a unit of series A junior
preferred stock will receive a series A junior preferred liquidation payment
equal to the greater of $0.01 per unit or the per share amount paid in respect
of a share of our common stock.
Each unit of series A junior preferred stock will have one vote, voting
together with the common stock. The holders of units of series A junior
preferred stock, voting as a separate class, shall be entitled to elect two
directors if dividends on the preferred stock are in arrears for six fiscal
quarters.
In the event of any merger, consolidation or other transaction in which
shares of our common stock are exchanged, each unit of series A junior preferred
stock will be entitled to receive the per share amount paid in respect of each
share of common stock.
The rights of holders of the series A junior preferred stock to
dividends, liquidation and voting, and in the event of mergers and
consolidations, are protected by customary antidilution provisions.
Because of the nature of the series A junior preferred stock's
dividend, liquidation and voting rights, the economic value of one unit of
series A junior preferred stock that may be acquired upon the exercise of each
right should approximate the economic value of one share of our common stock.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is American Stock
Transfer and Trust Co. of Brooklyn, New York.
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PLAN OF DISTRIBUTION
The selling stockholders (or their pledgees) may sell all or a portion
of the shares of common stock offered hereby in private transactions or in the
over-the counter market at prices related to the prevailing prices of the shares
on the Nasdaq National Market. The selling stockholders may be deemed to be
underwriters within the meaning of the Securities Act. Any selling stockholder
may effect such transactions by selling to or through one or more
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the selling
stockholders. The selling stockholders and any broker-dealers that participate
in the distribution may under certain circumstances be deemed to be underwriters
within the meaning of the Securities Act, and any commissions received by such
broker-dealers and any profits realized on the resale of shares by them may be
deemed to be underwriting discounts and commissions under the Securities Act.
The registration rights agreement to be entered into by us and the selling
stockholders will provide that we will indemnify the selling stockholders
against certain liabilities, including liabilities under the Securities Act. The
registration rights agreement will also provide for our indemnification by the
selling stockholders for certain of our liabilities resulting from information
provided to us by the selling stockholders, including liabilities under the
Securities Act.
The selling stockholders may sell the shares of common stock offered
hereby from time to time subject to the terms of the stock purchase agreement
and the voting and standstill agreement entered into by and between us and the
selling stockholders, and the escrow agreement entered into among us, the
selling stockholders and the escrow agent, pursuant to which we and the selling
stockholders have agreed that none of the shares of common stock may be sold by
the selling stockholders for 90 days from the closing of the acquisition and
only 25% of the shares may be sold in any 90 consecutive day period thereafter.
To the extent required under the Securities Act, a prospectus
supplement will be filed, disclosing (a) the name of any selling stockholder,
(b) the name of any broker-dealers effecting the transaction on behalf of the
selling stockholder, (c) the number of shares involved, (d) the price at which
such shares are to be sold, (e) the commissions paid or discounts or concessions
allowed to such broker-dealer, where applicable, (f) that such broker-dealer did
not conduct any investigation to verify the information set out or incorporated
by reference in this prospectus, as supplemented, and (g) the other facts
material to the transaction.
We will pay all fees and expenses incident to the preparation, filing,
amending and supplementing of the registration statement of which this
prospectus is a part and any registration, filing, qualification and other fees
and expenses of complying with state blue sky or securities laws. The selling
stockholders will pay all applicable stock transfer taxes, brokerage
commissions, underwriting discounts or commissions and any fees of the selling
stockholders' counsel will be borne by the party who incurred the cost.
Pursuant to the stock purchase agreement, and subject to certain
conditions, we have agreed to keep the registration statement relating to the
offering and sale by the selling stockholders of the shares of common stock
continuously effective until a fixed date following the effectiveness of the
registration statement or such earlier date as of which all shares of common
stock registered hereunder have been disposed of by the selling stockholders.
See "Selling Stockholders--Registration Rights."
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LEGAL MATTERS
Certain legal matters with respect to the legality of the issuance of
the shares of common stock offered hereby will be passed upon for us by Shearman
& Sterling, New York, New York.
EXPERTS
The consolidated financial statements and the related financial
statement schedules incorporated in this prospectus by reference from BE
Aerospace's Annual Report on Form 10-K for the fiscal year ended February 24,
2001, have been audited by Deloitte & Touche 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.
The consolidated financial statements of M&M Aerospace Hardware, Inc.
as of December 31, 2000 and 1999 and for each of the three years in the period
ended December 31, 2000, incorporated in this prospectus by reference to pages
F-1 through F-10 of the Current Report on Form 8-K of BE Aerospace's dated
August 10, 2001, and as amended on Form 8-K/A filed with the Securities and
Exchange Commission on August 23, 2001, have been so incorporated in reliance on
the reports of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file reports, proxy statements, and other information with the
Securities and Exchange Commission and the Nasdaq National Market. You may also
read and copy any document we file at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for more information on the public reference rooms and their
copy charges. Our SEC filings are also available to the public from the SEC's
website at http://www.sec.gov. Reports and other information concerning us can
also be inspected at the offices of Nasdaq Operations, 1735 K Street, N.W.,
Washington, D.C. 20006.
We have filed with the SEC a registration statement on Form S-3 under
the Securities Act covering the shares of common stock offered hereby. As
permitted by the SEC, this prospectus, which constitutes a part of the
registration statement, does not contain all the information included in the
registration statement. Such additional information may be obtained from the
locations described above. Statements contained in this prospectus as to the
contents of any document are not necessarily complete. You should refer to the
document for all the details.
You should rely only on the information contained and incorporated by
reference in this prospectus. We have not authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not making an offer
to sell these securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this prospectus,
as well as information we previously filed with the SEC and incorporated by
reference herein, is accurate only as of the respective dates of these
documents. Our business, financial condition, results of operations and
prospects may have changed since those dates.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means:
o incorporated documents are considered part of the prospectus;
o we can disclose important information to you by referring
you to those documents; and
o information that we file later with the SEC will automatically
update and supercede this information.
We incorporate by reference the documents listed below which we filed
with the SEC under the Securities and Exchange Act of 1934:
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o our annual report on Form 10-K for the fiscal year ended
February 24, 2001;
o our quarterly report on Form 10-Q for the fiscal quarterly
periods ended May 26, 2001 and August 25, 2001; and
o our reports filed on Form 8-K or 8-K/A on August 13, 2001,
August 21, 2001, August 23, 2001, and October 24, 2001.
You may request a copy of these filings, at no cost, by writing or
telephoning our General Counsel at the following address:
BE Aerospace, Inc.
1400 Corporate Center Way
Wellington, Florida 33414
Attention: General Counsel
(561) 791-5000
We also incorporate by reference each of the following documents that
we will file with the SEC after the date of the initial registration statement,
which was dated August 24, 2001, and prior to the effectiveness of the
registration statement and any filings thereafter and prior to the termination
of this offering:
o reports filed under Sections 13(a) and (c) of the Securities
Exchange Act of 1934;
o definitive proxy or information statements filed under Section
14 of the Securities Exchange Act of 1934 in connection with any
subsequent stockholders' meeting; and
o any reports filed under Section 15(d) of the Securities
Exchange Act of 1934.
Such documents will become a part of this prospectus from the date such
documents are filed.
Any statement contained in this prospectus or in a document
incorporated by reference is modified or superseded for purposes of this
prospectus to the extent that a statement contained in any such document
modifies or supersedes such statement. Any such statement so modified or
superseded shall be deemed, as so modified or superseded, to constitute a part
of this prospectus.
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