-----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, G7WbGWbRB5GxCyWNTRvzptz26QrERW44AJMVS2KwaUClbaYCeA1MGNMRN27FFtei psrwyYdPi/lkA4veOCfsBg== 0000947871-04-002263.txt : 20041004 0000947871-04-002263.hdr.sgml : 20041004 20041001174634 ACCESSION NUMBER: 0000947871-04-002263 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041001 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041004 DATE AS OF CHANGE: 20041001 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18348 FILM NUMBER: 041059753 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 8-K 1 f8k_100104.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2004 BE AEROSPACE, INC. (Exact name of registrant as specified in charter) DELAWARE 0-18348 06-1209796 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification No.) incorporation) 1400 Corporate Center Way, Wellington, Florida 33414 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (561) 791-5000 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Exhibit Index Appears on page 4 1 Item 1.01. Entry into a Material Definitive Agreement On September 30, 2004, BE Aerospace, Inc. entered into an underwriting agreement with Credit Suisse First Boston LLC, UBS Securities LLC, Jefferies Quarterdeck, a division of Jefferies & Company, Inc., and Stephens Inc. related to the public offering of 16,000,000 shares of BE Aerospace, Inc.'s common stock, par value $.01, at a public offering price of $9.00 per share. Delivery of and payment for the shares of common stock pursuant to such underwriting agreement will be made on or about October 6, 2004. The Company also granted the underwriters an option to purchase up to an additional 2,400,000 shares of common stock to cover over-allotments, if any. Item 8.01 Other Events On October 1, 2004, BE Aerospace, Inc. issued a press release announcing the public offering of 16,000,000 shares of common stock at $9.00 per share. A copy of such press release is furnished herewith as Exhibit 99.1, attached hereto. Item 9.01. Financial Statements and Exhibits (a) None (b) None (c) Exhibits. Exhibit No. Description of Exhibits - ----------- ----------------------- 5.1 Opinion of Shearman & Sterling LLP 99.1 Press release, dated October 1, 2004, issued by BE Aerospace, Inc. announcing the public offering of 16,000,000 shares of common stock. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BE AEROSPACE, INC. By: /s/ Thomas P. McCaffrey ------------------------------------- Name: Thomas P. McCaffrey Title: Corporate Senior Vice President of Administration and Chief Financial Officer Date: October 1, 2004 3 EXHIBIT INDEX Exhibit No. Description of Exhibits - ----------- ----------------------- 5.1 Opinion of Shearman & Sterling LLP 99.1 Press release, dated October 1, 2004, issued by BE Aerospace, Inc. announcing the public offering of 16,000,000 shares of common stock. 4 EX-5.1 2 exh5-1_100104.txt OPINION OF SHEARMAN & STERLING LLP Exhibit 5.1 [LETTERHEAD OF SHEARMAN & STERLING LLP] September 30, 2004 The Board of Directors BE Aerospace, Inc. 1400 Corporate Center Way Wellington, FL 33414 BE Aerospace, Inc. Ladies and Gentlemen: We have acted as counsel for BE Aerospace, Inc. (the "Company") in connection with the preparation of a registration statement on Form S-3 (File No. 333-112493), as amended, (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") relating to the offering from time to time, pursuant to Rule 415 of the General Rules and Regulations of the Commission promulgated under the Securities Act of 1933, as amended (the "Securities Act"), by the Company of the following securities of the Company with an aggregate offering price of up to $500,000,000: (i) debt securities, (ii) convertible debt securities; (iii) preferred stock; (iv) convertible preferred stock; (iv) common stock; and (v) warrants representing the right to purchase debt securities or common stock. A member of the Staff of the Commission advised us orally that the Registration Statement became effective under the Securities Act on February 13, 2004. We are also acting as counsel to the Company in connection with the purchase and sale of up to 18,400,000 shares (including up to 2,400,000 shares that may be purchased pursuant to the exercise of an over-allotment option) of the Company's Common Stock, par value $.01 (the "Shares") to be issued in an offering pursuant to the Registration Statement and the Underwriting Agreement, dated as of September 30, 2004 (the "Underwriting Agreement"), among the Company and the several underwriters. In this connection, we have reviewed originals or copies of the following documents: (a) The Underwriting Agreement. (b) The Registration Statement. (c) The base prospectus dated February 13, 2004 relating to the offering of debt securities, convertible debt securities, preferred stock, convertible preferred stock, common stock and warrants representing the right to purchase debt securities or common stock generally, which is included as part of the Registration Statement (the "Base Prospectus"). (d) The final prospectus supplement dated September 30, 2004 relating to the Shares, in the form in which it was filed pursuant to Rule 424(b) under the Securities Act (together with the Base Prospectus, the "Prospectus"). The documents described in the foregoing clauses (a) through (d) are collectively referred to herein as the "Opinion Documents." We have also reviewed the following: (a) The certificate of incorporation and by-laws of the Company, as amended through February 5, 2004. (b) Originals or copies of such other corporate records of the Company, certificates of public officials and of officers of the Company and agreements and other documents as we have deemed necessary as a basis for the opinion expressed below. In our review of the Opinion Documents and other documents, we have assumed: (a) The genuineness of all signatures. (b) The authenticity of the originals of the documents submitted to us. (c) The conformity to authentic originals of any documents submitted to us as copies. We have not independently established the validity of the foregoing assumptions. "Generally Applicable Law" means the federal law of the United States of America, and the law of the State of New York (including the rules or regulations promulgated thereunder or pursuant thereto), that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Company, the Opinion Documents or the transactions governed by the Opinion Documents, and for purposes of our opinion below, the General Corporation Law of the State of Delaware. Without limiting the generality of the foregoing definition of Generally Applicable Law, the term "Generally Applicable Law" does not include any law, rule or regulation that is applicable to the Company, the Opinion Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to the specific assets or business of any party to any of the Opinion Documents or any of its affiliates. Based upon the foregoing and upon such other investigation as we have deemed necessary and subject to the qualifications set forth below, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and delivered as provided in the Underwriting Agreement, the Shares will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to preemptive rights pursuant to the General Corporation Law of the State of Delaware, the certificate of incorporation or by-laws of the Company. Our opinion expressed above is limited to Generally Applicable Law. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name under the headings "Legal Matters" and "Validity of the Securities" in the Prospectus. Very truly yours, /s/ Shearman & Sterling LLP --------------------------- Shearman & Sterling LLP RSW/TNT/CEH EX-99.1 3 exh99-1_100104.txt EXHIBIT 99.1 Exhibit 99.1 [B/E AEROSPACE LOGO] News Release #04-24 CONTACT: FOR IMMEDIATE RELEASE Ed Harper Director of Investor Relations B/E Aerospace, Inc. (561) 791-5000 B/E AEROSPACE ANNOUNCES PRICING OF EQUITY OFFERING -------------------------------------------------- WELLINGTON, FL, October 1, 2004 - B/E Aerospace, Inc. (Nasdaq: BEAV), announced today the pricing of an offering of 16.0 million shares of its common stock at a price of $9.00 per share through Credit Suisse First Boston and UBS Investment Bank as joint book running managers and Jefferies Quarterdeck and Stephens Inc. as co-managers. The underwriters also have an option to purchase up to an additional 2,400,000 shares to cover over-allotments, if any. B/E intends to use the proceeds from the offering, together with up to $50 million of cash on hand and proceeds from the exercise of the over-allotment option, if any, to redeem 9 1/2% Senior Subordinated Notes due November 1, 2008 of the Company. Copies of the prospectus supplement and the prospectus to which it relates can be obtained from Credit Suisse First Boston LLC, One Madison Avenue, New York, NY 10010 (212) 325-2580 and UBS Investment Bank, 299 Park Avenue, 25th Floor, New York, NY 10171 (212) 821-3000. Certain statements made in this release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the company's future plans, objectives, and expected performance. Specifically, statements that are not historical facts, including statements accompanied by words such as "believe," "expect," "estimate," "intend," or "plan" are intended to identify forward-looking statements and convey the uncertainty of future events or outcomes. The company cautions readers that any such forward-looking statements are based on assumptions that the company believes are reasonable, but are subject to a wide range of risks, and actual results may differ materially. Important factors that could cause actual results to differ include, but are not limited to: risks associated with completing the offering and the use of any proceeds from such offering. ABOUT B/E AEROSPACE, INC. B/E Aerospace, Inc. is the world's leading manufacturer of aircraft cabin interior products, and a leading aftermarket distributor of aerospace fasteners. B/E designs, develops and manufactures a broad product line for both commercial aircraft and business jets and provides cabin interior design, reconfiguration and conversion services. Products for the existing aircraft fleet -- the aftermarket -- provide about 60 percent of sales. B/E sells its products through its own global direct sales organization. For more information, visit B/E's website at www.beaerospace.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----