-----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, VcOZM8FVS1Uo7h/3S07mWX1+87SsV09IPemXbvH6E7nP7ppbWEN08i8kthrytiGs 78995BH6Nk3OuLbacCQRXw== 0000950162-99-000485.txt : 19990412 0000950162-99-000485.hdr.sgml : 19990412 ACCESSION NUMBER: 0000950162-99-000485 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990409 EFFECTIVENESS DATE: 19990409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FAIRCHILD CORP CENTRAL INDEX KEY: 0000009779 STANDARD INDUSTRIAL CLASSIFICATION: BOLTS, NUTS, SCREWS, RIVETS & WASHERS [3452] IRS NUMBER: 340728587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-70673 FILM NUMBER: 99590669 BUSINESS ADDRESS: STREET 1: 45025 AVIATION DR STREET 2: STE 400 CITY: DULLES STATE: VA ZIP: 20166 BUSINESS PHONE: 7034785800 MAIL ADDRESS: STREET 1: 45025 AVIATION DRIVE STREET 2: SUITE 400 CITY: DULLES STATE: VA ZIP: 20166 FORMER COMPANY: FORMER CONFORMED NAME: BANNER INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19901118 S-8 POS 1 POST-EFFECTIVE AMENDMENT As filed with the Securities and Exchange Commission on April 9, 1999 Registration No. 333-70673 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------- POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8* TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- THE FAIRCHILD CORPORATION (Exact name of registrant as specified in charter) Delaware 34-0728587 (State of Incorporation) (I.R.S. Employer Identification No.) 45025 Aviation Drive, Suite 400, Dulles, Virginia 20166 (703) 478-5800 (Address of Principal Executive Offices) --------------- Banner Aerospace, Inc. 1996 Non-Employee Director Stock Option Plan** Stock Award Agreement for Philippe Hercot dated September 13, 1996** 1990 Non-Qualified and Incentive Stock Option Plan** (Full title of the plans) --------------- Donald E. Miller, Esq. Executive Vice President General Counsel and Secretary The Fairchild Corporation 45025 Aviation Drive, Suite 400, Dulles, Virginia 20166 (703) 478-5800 (Name, address and telephone number, including area code, of agent for service) --------------- * Filed as a Post-Effective Amendment on Form S-8 to such Form S-4 Registration Statement pursuant to the provisions of Rule 401(e) and the procedure described herein. See "INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS." ** Each such Stock Option Plan to be assumed by The Fairchild Corporation following the effectiveness of the merger of MTA, Inc. with and into Banner Aerospace, Inc. pursuant to an Agreement and Plan of Merger dated as of January 11, 1999
CALCULATION OF REGISTRATION FEE ========================================================================================================================== Proposed Proposed Amount maximum maximum Amount of Title of each class of to be offering price aggregate registra- securities to be registered registered per share offering price tion fee - -------------------------------------------------------------------------------------------------------------------------- Class A Common Stock, $0.10 par value per share........... 843,538 N/A (1) (1) ==============================================================================================================================
(1) Registration fee with respect to these shares was previously paid in connection with the filing of Registrant's Registration Statement on Form S-4 (File No. 333-70673) which was declared effective March 25, 1999. See "INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS." below. INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS The Fairchild Corporation amends its registration statement on form S-4 (No. 333-70673) by filing this post-effective amendment No. 1 on form S-8 relating to shares of Fairchild Class A common stock, $0.10 par value per share issuable upon the exercise of stock options granted under Banner Aerospace, Inc.'s 1996 Non-Employee Director Stock Option Plan, the Stock Award Agreement for Philippe Hercot dated September 13, 1996, the 1990 Non-Qualified and Incentive Plan, and any amendments to these stock option plans. On April 8, 1999, Banner Aerospace, Inc. merged with Fairchild and Fairchild acquired the remaining 15 percent of Banner that it did not already own. Banner is now a wholly-owned subsidiary of Fairchild. Each share of Banner common stock, other than stock owned by Fairchild, was converted into the right to receive .7885 shares of Fairchild's Class A common stock. Fairchild will issue approximately 2,981,452 shares of its Class A common stock in exchange for the outstanding shares of Banner common stock. In addition, each outstanding option to acquire Banner common stock under Banner's stock option plans was converted into the right to purchase on exercise the number of shares of Fairchild Class A common stock that they would have received as merger consideration had the options been exercised before the merger, except that each option, to the extent not then exercisable, became exercisable in full on the date of the merger. The designation of this post-effective amendment as Registration No. 333-70673 denotes that this post-effective amendment relates only to the shares of Fairchild Class A common stock issuable upon exercise of options under these stock option plans and that this is the first post-effective amendment to the registration statement filed with respect to these shares. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The information listed below, which has been filed by the registrant with the Commission, is specifically incorporated herein by reference: (a) Annual Report on Form 10-K for the fiscal year ended June 30, 1998 a copy of which is attached as Appendix B to the Registration Statement; (b) Quarterly Reports on Form 10-Q for the periods ended September 27, 1998 and December 27, 1998 as amended by Form 10-Q/A dated March 25, 1999, a copy of which is attached as Appendix C to the Registration Statement; and (c) Current Reports on Form 8-K dated March 12, 1998, April 23, 1998, June 26, 1998, December 29, 1998 and April 9, 1999. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") subsequent to the date of this Registration Statement and prior to the termination of the offering made hereby shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of the Registration Statement and the Prospectus to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Registration Statement or the Prospectus. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel Experts The consolidated financial statements of Fairchild as of June 30, 1997 and 1998 and for the three years in the period ended June 30, 1998 incorporated by reference in the Registration Statement have been audited by Arthur Andersen, LLP, independent public accountants, as indicated in their report thereto, and are incorporated by reference herein in reliance upon such report given upon the authority of said firm as experts in giving said report. The consolidated financial statements of Edwards and Lock Management Corporation, doing business as Special-T Fasteners, as of March 31, 1997 and 1996 and for the three years in the period ended March 31, 1997 incorporated by reference in the Registration Statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports thereto, and are incorporated by reference upon the authority II-1 of said firm as experts in giving said reports. The financial statements of Nacanco Paketleme Sanayi ve Ticaret A.S. for the three years ended December 31, 1997 have been audited by Basaran Serbest Muhasebeci Mali Musavirlika A.S., independent public accountants, as indicated in their report with respect thereto and are incorporated by reference in reliance upon the authority of the firm as experts in giving the report. Legal Opinion The validity of Fairchild Class A Common Stock has been passed upon for Fairchild by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York. Item 6. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law (the "DGCL") makes provision for the indemnification of officers and directors of corporations in terms sufficiently broad to indemnify the officers and directors of the registrant under certain circumstances for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933, as amended. The registrant's Bylaws provide that the registrant may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of registrant), by reason of the fact that he is or was a director, officer, employee or agent of the registrant or is or was serving at the request of the registrant as a director, officer, employee or agent of another corporation or enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits The Exhibit Index immediately preceding the exhibits is incorporated herein by reference. Item 9. Undertakings Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, II-2 unless in the opinion of its counsel the matter has been settled by controlling precedent, subject to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The undersigned Registrant hereby undertakes: (1) For purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that it incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (2) To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (3) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. (4) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; or (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. II-3 Provided, however that paragraphs 4(i) and 4(ii) do not apply if this Registration Statement is on Form S-3, Form S-8 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (5) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (6) To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-4 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 the requirements for filing on Form S-8 and has duly caused this registration statement or amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and the State of New York on this 8th day of April 1999. THE FAIRCHILD CORPORATION By: /s/ Donald E. Miller ------------------------------ Donald E. Miller Executive Vice President 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 on April 8, 1999. Signature Title /s/ JEFFREY J. STEINER* Chairman of the Board, Chief Executive Officer - ---------------------------- Jeffrey J. Steiner /s/ MICHAEL T. ALCOX* Director - ---------------------------- Michael T. Alcox /s/ MELVILLE R. BARLOW* Director - ---------------------------- Melville R. Barlow /s/ MORTIMER M. CAPLIN* Director - ---------------------------- Mortimer M. Caplin /s/ COLIN M. COHEN* Senior Vice President, Chief Financial Officer, - ---------------------------- Controller and Director, Principal Accounting Officer, Principal Financial Officer Colin M. Cohen /s/ PHILIP DAVID* Director - ---------------------------- Philip David /s/ ROBERT E. EDWARDS* Director - ---------------------------- Robert E. Edwards /s/ HAROLD J. HARRIS* Director - ---------------------------- Harold J. Harris II-5 /s/ DANIEL LEBARD* Director - ---------------------------- Daniel Lebard /s/ JACQUES S. MOSKOVIC* Senior Vice President and Director - ---------------------------- Jacques S. Moskovic /s/ HERBERT S. RICHEY* Director - ---------------------------- Herbert S. Richey /s/ MOSHE SANBAR* Director - ---------------------------- Moshe Sanbar /s/ ROBERT A. SHARPE II* Senior Vice President--Operations and Director - ---------------------------- Robert A. Sharpe II /s/ ERIC I. STEINER* President, Chief Operating Officer and Director - ---------------------------- Eric I. Steiner - --------------- * By Attorney-in-Fact II-6 INDEX TO EXHIBITS THE FAIRCHILD CORPORATION EXHIBITS TO POST EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO REGISTRATION STATEMENT ON FORM S-4 Exhibit No. Description 3.1 Registrant's Restated Certificate of Incorporation (incorporated by reference to Exhibit "C" of Registrant's Proxy Statement dated October 27, 1989). 3.2 Registrant's Amended and Restated By-Laws, as amended as of November 21, 1996 (incorporated by reference to Registrant's quarterly Form 10-Q for the quarter ended December 29, 1996). 4.1 Specimen of Class A Common Stock certificate (incorporated by reference to Registration Statement No. 33-15359 on Form S-2). 4.2 Specimen of Class B Common Stock certificate (incorporated by reference to Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1989 (the "1989 10-K")). 5.1* Opinion of Cahill Gordon & Reindel as to the legality of the Common Stock. 10(iii)(a) 1990 Non-Qualified and Incentive Stock Option Plan of Banner Aerospace, Inc., amended as of May 29, 1996, is incorporated herein by reference to Exhibit A of the Definitive Proxy Statement of Banner Aerospace, Inc. dated and filed July, 26, 1996 with respect to the Annual Meeting of Stockholders held on September 13, 1996. 10(iii)(b) Amendment dated as of January 1, 1997, to 1990 Non-Qualified and Incentive Stock Option Plan is incorporated herein by reference to Exhibit A of the Definitive Proxy Statement of Banner Aerospace, Inc. dated and filed on August 8, 1997 with respect to the Annual Meeting of Stockholders held on September 12, 1997. 10(iii)(c) 1996 Non-Employee Director Stock Option Plan of Banner Aerospace, Inc. is incorporated herein by reference to Exhibit B of the Definitive Proxy Statement of Banner Aerospace, Inc. dated and filed July 26, 1996 with respect to the Annual Meeting of Stockholders held on September 13, 1996. 10(iii)(l)** Stock Award Agreement for Philippe Hercot dated September 13, 1996. 23.1** Consent of Arthur Andersen LLP, independent public accountants. 23.2** Consent of Basaran Serbest Muhasebeci Mali Musavirlik A.S, a member of PricewaterhouseCoopers. 23.3* Consent of Cahill Gordon & Reindel (included in Exhibit 5.1). 24.1* Power of Attorney (set forth on the signature page of Amendment No. 1 to the Registration Statement). - --------------- * Previously filed ** Filed herewith EX-10.1 2 AWARD AGREEMENT Exhibit 10(iii)(1) BANNER AEROSPACE, INC. AWARD AGREEMENT (Non-Qualified Stock Option) This Award Agreement is made, effective as of the 13th day of September 1996, (the "Effective Date") between BANNER AEROSPACE, INC., a Delaware corporation (hereinafter called the "Company"), and Philippe Hercot, who was elected as a director of the Company on September 15, 1995 (hereinafter called the "Director"). WHEREAS, the Company believes that permitting the Director to acquire ownership of the Capital stock of the company on reasonable terms encourages the Director to continue to put forth maximum effort for the continued success and growth of the Company and its Subsidiaries. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto have agreed, and do hereby agree, to the following: 1. Definitions. When used herein, the following terms shall have the meaning set forth below: 1.1 "Board" means the Board of Directors of the Company, 1.2 "Code" means the Internal Revenue Code of 1986, as in effect at the time of reference, or any successor revenue code which may hereafter be adopted in lieu thereof, and reference to any specific provisions of the Code shall refer to the corresponding provisions of the Code as it may hereafter be amended or replaced. 1.3 "Fair Market Value" means with respect to the Company's Shares the closing price of the Shares as of the date an which the value is to be determined as reported on the New York Stock Exchange Composite Tape or such other source of quotation for, or reports of, trading activity in Shares as the Board may from time to time select. Notwithstanding the above, in the event that Shares are not then being traded on a public market, Fair Market Value shall mean the fair market value of the Shares as of the date on which the value is to be determined, as determined by the Board in its discretion. 1.4 "Offering" means the Company's initial public offering of Shares in the United States and Canada reported on the Registration Statement. 1.5 "Registration Statement" means the Form S-1, Registration No. 33-34775, as amended from time to time, which was initially filed with the Securities and Exchange Commission on May 14, 1990, in connection with the company's initial public offering of Shares. 1.6 "Shares" means shares of the Company's $1.00 par value common stock or, if by reason of the adjustment provisions contained herein any rights under the Option pertain to any other security, such other security. 2. Grant of Option. The Company hereby grants to the Director the Option to purchase all or any part of an aggregate of ten thousand (10,000) Shares (such number -2- being subject to adjustment as set forth herein) on the terms and conditions set forth herein ("Option"). 3. Exercise Price. The exercise price of the Shares covered by the Option is 8 1/8 dollars ($8.125) per share. 4. Term of Option. The Term of the Option shall be for a period of five (5) years from the date hereof, subject to earlier termination as hereinafter provided. 5. Exercise of Option. (a) Prior to its expiration or termination, the Option may be exercised at any time. (b) In order to exercise the Option, the Director shall deliver to the Chief Financial Officer of the Company written notice of the number of full Shares with respect to which the Option is to be exercised. The notice shall be accompanied by payment in full for any Shares being purchased. Such payment shall be in cash, or, upon approval of the Board, by certificates of Shares held by the Director for more than six (6) months, duly endorsed in blank, equal in value to the purchase price based on their Fair Market Value on the date of exercise or, upon approval by the Board, by a combination thereof. (c) No shares shall be issued until full payment therefor has been made, and the Director shall have none of the rights of a stockholder in respect of such Shares until they are so issued. -3- 6. Nontransferability. The Option shall not be transferable otherwise than by will or the laws of descent and distribution, and the Option may be exercised during the lifetime of the Director, only by him. 7. Termination of Directorship. At such time as the Director's employment by the Company as Director is terminated (otherwise than reason of death or disability), the Option may be exercised by the Director (to the extent that he shall have been entitled to do on the date on which his employment as Director is terminated), at any time within three (3) months after such termination, but not beyond the original term thereof. 8. Death of Director. If the Director dies during his employment by the Company as a director or within three (3) months after the termination of his employment as a director, the Option may be exercised in full by a legatee or legatees of the Director under his last will, or by his personal representatives or distributees, at any time within one (1) year after his death, but not beyond the original term of the Option. 9. Disability of Director. If the employment of the Director by the Company terminates on account of his having become "disabled," as defined in Section 22(e)(3) of the Code, the Option may be exercised in fall at the termination of his employment as a director on account of his becoming disables, at any time within one (1) year after the date on which his employment as director is terminated, but not beyond the original term of the Option. 10. Taxes. If the Director becomes entitled to receive shares pursuant to the exercise of this Option, the Company shall the right to require the Director to pay the -4- Company the amount of any taxes which the Company is or will be required to withhold with respect to such Shares before the certificates for such Shares is delivered pursuant to the Option. Furthermore, the company may elect to deduct such taxes from any other amounts payable then or any time thereafter in cash or Shares or otherwise to the Director. 11. Adjustments Upon Changes in Capitalization. In the event of changes in all of the outstanding Shares by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations, or exchanges of Shares, separations, reorganizations or liquidations, or similar transactions or, in the event of extraordinary cash or non-cash dividends, being declared with respect to the Shares, or similar transactions, the number and class of Shares subject to the Option hereby granted, the option price thereof and all other applicable provisions, shall, subject to the provisions this Award Agreement, be equitably adjusted by the Board (which adjustment may, but need not, include payment in cash or in Shares in an amount equal to the difference between the then current fair market value of the Shares subject to such Option, as equitably determined by the Board, and the price at which such Option may be exercised). The foregoing adjustment and the manner of application of the foregoing provisions shall be determined by the Board in its sole discretion. Any such adjustment may provide for the elimination of any fractional Share which might otherwise become subject to the Option. 12. Unusual Corporate Events. Notwithstanding anything to the contrary, in the case of an unusual corporate event such as liquidation, merger, reorganization (other than a reorganization as defined by Section 368(a)(1)(F) of the code), or other business combination, acquisition or change in the control of the Company through a tender offer or other- -5- wise, the Board may, in its sole discretion, determine the Option shall terminate ninety (90) days after the occurrence of such unusual corporate event, but in the event of any such termination, the Director shall have the right, commencing at least five (5) days prior to such unusual corporate event (and continuing until the Option terminates) to immediately exercise the Option in full to the extent it shall not have been exercised; provided, however, that the Option shall not terminate prior to thirty (30) days after the first date an which the Option is exercisable pursuant to Rule 16-b3 of the Securities Exchange Art of 1934. 13. Delivery of Shares on Exercise. Delivery of certificates for Shares pursuant to exercise of the Option may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of any federal, state or local law or regulation or any administrative or quasi-administrative requirement applicable to the sale, issuance, distribution or delivery of such Shares. The Board may, in its sole discretion, require the Participant to furnish the Company with appropriate representations and a written investment letter prior to the exercise of the Option or the delivery of any Shares pursuant to the Option. 14. Fees and Costs. The Company shall pay all original issue taxes on the exercise of any Option granted under this Award Agreement and all other fees and expenses necessarily incurred by the Company in correction therewith. 15. Amendment of Option. This Award Agreement may be amended at any time and from time to time by the Board. However, no amendment or cancellation of the Option shall impair any of the rights of the Director, without his consent, under the Option. -6- 16. Parties to Agreement. This Award Agreement shall be binding upon and shall operate for the benefit of the Company, its successors and assigns, and the Director and his heirs, estate and personal representatives. 17. Multiple Counterparts. This Award Agreement may be signed in multiple counterparts, all of which taken together shall constitute an original agreement. The execution by one party of any counterpart shall be sufficient by that party, whether or not the same counterpart has been executed by any other party. 18. Governing Law. This Award Agreement shall be governed by the laws of the State of Delaware. 19. Interpretation of Award Agreement. The Board shall have full authority, in its sole discretion, to generally interpret and determine any and all matters whatsoever relating to the administration of this Award Agreement. 20. Other Provisions. As used in this Award Agreement, references to the masculine pronoun shall be deemed to refer to the feminine or neuter, and references to the singular or the plural shall refer to the plural or the singular, as the identity of the person or persons or entity or entities being referred to may required. The captions used in this Award Agreement, are for convenience only and shall not affect the meaning of any provision hereof or thereof. IN WITNESS WHEREOF, the Company has caused this Award Agreement to be duly executed by its officers thereunto, and the Director has hereunto set his hand, as of the l3th day of September 1996. -7- BANNER AEROSPACE, INC. By: /s/ Eugene W. Juris -------------------------------------- Eugene W. Juris Title: Vice President - Finance & Secretary /s/ ------------------------------------------- Director -8- EX-23.1 3 CONSENT OF INDEPENDENT AUDITORS Consent of Independent Auditors As independent public accountants, we hereby consent to the incorporation by reference in Post-Effective Amendment No. 1 to Form S-4 Registration Statement (333-70673) on Form S-8 Registration Statement of our report dated September 22, 1998 included in The Fairchild Corporation's Form 10-K for the year ended June 30, 1998 and to the incorporation by reference in this Registration Statement of our reports dated April 9, 1998 and February 7, 1997 related to the Edwards and Lock Management Corporation annual financial statements included in The Fairchild Corporation's Form 8-K dated March 2, 1998, and to all references to our Firm included in that Registration Statement. ARTHUR ANDERSEN LLP Washington, D.C. April 9, 1999 EX-23.2 4 CONSENT OF BASARAN SERBEST To the Board of Directors Of Nacanco Paketleme Sanayi ve Ticaret A.S. 9 April 1999 We hereby consent to the incorporation by reference in this Registration Statement (333-70673) on Form S-8 of The Fairchild Corporation of our report dated 12 March 1998 on the audit of the financial statements of Nacanco Paketleme Sanayi ve Ticaret A.S. appearing in The Fairchild Corporation Current Report on Form 8-k dated June 26, 1998 and as incorporated by reference in The Fairchild Corporation Annual Report on Form 10-K for the year ended 30 June 1998. Regards, Zeynep Uras, SMMM Partner -----END PRIVACY-ENHANCED MESSAGE-----