As filed with the Securities and Exchange Commission on July 2, 2002
REGISTRATION NO. 333-
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
AVIALL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 65-0433083
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2750 REGENT BOULEVARD 75261
DFW AIRPORT, TEXAS (Zip Code)
(Address of Principal Executive Offices)
----------------------
AVIALL, INC. 1998 STOCK INCENTIVE PLAN
AVIALL, INC. AMENDED AND RESTATED 1998 DIRECTORS STOCK PLAN
(Full title of the plans)
----------------------
JEFFREY J. MURPHY, ESQ.
SENIOR VICE PRESIDENT, LAW & HUMAN RESOURCES,
SECRETARY AND GENERAL COUNSEL OF AVIALL, INC.
2750 REGENT BOULEVARD
DFW AIRPORT, TEXAS 75261
(Name and address of agent for service)
(972) 586-1000
(Telephone number, including area code, of agent for service)
with copies of communications to:
JANICE V. SHARRY, ESQ.
GARRETT A. DEVRIES, ESQ.
HAYNES AND BOONE, LLP
901 MAIN STREET, SUITE 3100
DALLAS, TEXAS 75202
(214) 651-5000
----------------------
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED (2) (3) PER SHARE (4) OFFERING PRICE(4) FEE
-------------------------------------------------- --------------------- ----------------- -------------------- ---------------
Common Stock, par value $0.01 per share (1) 2,585,000 $12.84 $33,191,400 $3,054
-------------------------------------------------- --------------------- ----------------- -------------------- ---------------
(1) Each share of Common Stock is accompanied by one preferred share purchase
right as set forth in the Rights Agreement, dated as of December 7, 1993,
by and between Aviall, Inc. and The First National Bank of Boston, N.A., as
amended by Amendment No. 1 to Rights Agreement, dated as of March 14, 2000,
by and between Aviall, Inc. and BankBoston, N.A. (as successor to The First
National Bank of Boston), Amendment No. 2 to Rights Agreement, dated as of
December 17, 2001, by and between Aviall, Inc. and EquiServe Trust Company,
N.A. (as successor to The First National Bank of Boston) and Amendment No.
3 to Rights Agreement, dated as of December 21, 2001, by and between
Aviall, Inc. and EquiServe Trust Company, N.A. (as successor to The First
National Bank of Boston).
(2) Plus such indeterminate number of shares of Common Stock as may be issued
to prevent dilution resulting from stock splits, stock dividends or similar
transactions in accordance with Rule 416 under the Securities Act of 1933,
as amended.
(3) Includes 2,350,000 shares of Common Stock authorized for issuance pursuant
to the Aviall, Inc. 1998 Stock Incentive Plan, as amended to date, and
235,000 shares of Common Stock authorized for issuance pursuant to the
Aviall, Inc. Amended and Restated 1998 Directors Stock Plan, as amended to
date.
(4) The proposed maximum offering price per share and the proposed maximum
aggregate offering price have been estimated solely for the purpose of
calculating the registration fee pursuant to paragraphs (c) and (h)(1) of
Rule 457 promulgated under the Securities Act of 1933, as amended, and are
based upon the average of the high and low sales prices of the Common Stock
as reported on the New York Stock Exchange on June 25, 2002.
================================================================================
STATEMENT UNDER GENERAL INSTRUCTION E TO FORM S-8
Aviall, Inc. (the "Company") previously filed (i) a Registration Statement
on Form S-8 (Registration No. 333-62633) with the Securities and Exchange
Commission (the "Commission") on September 1, 1998 to register 940,000 shares of
Common Stock authorized for issuance pursuant to the Aviall, Inc. 1998 Stock
Incentive Plan (the "1998 Stock Incentive Plan") and (ii) a Registration
Statement on Form S-8 (Registration No. 33-72602) with the Commission on
December 7, 1993 to register 12,500 shares of Common Stock authorized for
issuance pursuant to the Aviall, Inc. Directors Stock Plan (the "Directors
Plan"). Upon approval by the stockholders of the Company at the Company's 1998
Annual Meeting of Stockholders, the Directors Plan was amended and restated as
the Aviall, Inc. Amended and Restated 1998 Directors Stock Plan (the "1998
Directors Stock Plan").
The Company is filing this Registration Statement on Form S-8 with the
Commission pursuant to General Instruction E to Form S-8 to register (i) an
additional 2,350,000 shares of Common Stock authorized for issuance pursuant to
the 1998 Stock Incentive Plan, as amended to date, and (ii) an additional
235,000 shares of Common Stock authorized for issuance pursuant to the 1998
Directors Stock Plan, as amended to date. Except as otherwise set forth below,
this Registration Statement on Form S-8 incorporates by reference the contents
of (i) the Company's Registration Statement on Form S-8 (Registration No.
333-62633) relating to the registration of 940,000 shares of Common Stock
authorized for issuance pursuant to the 1998 Stock Incentive Plan and (ii) the
Company's Registration Statement on Form S-8 (Registration No. 33-72602)
relating to the registration of 12,500 shares of Common Stock authorized for
issuance pursuant to the Directors Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference the following documents filed
with the Commission:
(a) the Company's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the Commission on March 28, 2002;
(b) the Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2002, filed with the Commission on May 14, 2002, and amended on
May 15, 2002;
(c) the description of the Company's capital stock appearing under the
heading "Description of Capital Stock" contained in the Company's Registration
Statement on Form 10 (Commission File No.: 1-12380), filed with the Commission
on September 24, 1993 and amended on November 4, 1993, November 19, 1993,
November 30, 1993, December 22, 1993 and May 30, 2002; and
(d) all documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date such documents are filed.
ITEM 8. EXHIBITS
EXHIBIT
NO. DESCRIPTION
---------- ----------------------------------------------------------------
4.1 Restated Certificate of Incorporation of Aviall, Inc. (Exhibit
3.1 to Aviall, Inc.'s Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 (the "1993 Form 10-K") and
incorporated herein by reference)
4.2 Amended and Restated By-Laws of Aviall, Inc. (Exhibit 3.1 to
Aviall, Inc.'s Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1999 and incorporated herein by
reference)
4.3 Form of Common Stock Certificate of Aviall, Inc. (Exhibit 4 to
Aviall, Inc.'s Registration Statement on Form 10, as amended
(Commission File No. 1-12380), and incorporated herein by
reference)
4.4 Rights Agreement, dated as of December 7, 1993, by and between
Aviall, Inc. and The First National Bank of Boston (Exhibit 10.7
to Aviall, Inc.'s 1993 Form 10-K and incorporated herein by
reference)
EXHIBIT
NO. DESCRIPTION
---------- ----------------------------------------------------------------
4.5 Amendment No. 1 to Rights Agreement, dated as of March 14, 2000,
by and between Aviall, Inc. and BankBoston, N.A., a national
banking association (as successor to The First National Bank of
Boston) (Exhibit 4.3 to Aviall, Inc.'s Annual Report on Form
10-K for the fiscal year ended December 31, 1999 and
incorporated herein by reference)
4.6 Amendment No. 2 to Rights Agreement, dated as of December 17,
2001, by and between Aviall, Inc. and EquiServe Trust Company,
N.A., a national banking association (as successor to The First
National Bank of Boston) (Exhibit 4.6 to Aviall, Inc.'s Annual
Report on Form 10-K for the fiscal year ended December 31, 2001
(the "2001 Form 10-K") and incorporated herein by reference)
4.7 Amendment No. 3 to Rights Agreement, dated as of December 21,
2001, by and between Aviall, Inc. and EquiServe Trust Company,
N.A., a national banking association (as successor to The First
National Bank of Boston) (Exhibit 4.7 to Aviall, Inc.'s 2001
Form 10-K and incorporated herein by reference)
4.8 Aviall, Inc. 1998 Stock Incentive Plan (Exhibit 10.2 to Aviall,
Inc.'s Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1998 and incorporated herein by reference)
4.9 Amendment to the Aviall, Inc. 1998 Stock Incentive Plan, dated
as of June 28, 2000 (Exhibit 10.5 to Aviall, Inc.'s 2001 Form
10-K and incorporated herein by reference)
4.10 Amendment to the Aviall, Inc. 1998 Stock Incentive Plan, dated
as of June 7, 2001 (Exhibit 10.6 to Aviall, Inc.'s 2001 Form
10-K and incorporated herein by reference)
4.11 Amendment Number One to the Aviall, Inc. 1998 Stock Incentive
Plan, dated as of December 21, 2001 (Exhibit 10.7 to Aviall,
Inc.'s 2001 Form 10-K and incorporated herein by reference)
4.12* Amendment to the Aviall, Inc. 1998 Stock Incentive Plan, dated
as of June 14, 2002
4.13 Aviall, Inc. Amended and Restated 1998 Directors Stock Plan
(Exhibit 10.3 to Aviall, Inc.'s Annual Report on Form 10-K for
the fiscal year ended December 31, 1998 and incorporated herein
by reference)
4.14* Amendment Number One to the Aviall, Inc. Amended and Restated
1998 Directors Stock Plan, dated as of June 14, 2002
5.1* Legal Opinion of Haynes and Boone, LLP
23.1* Consent of PricewaterhouseCoopers LLP
23.2* Consent of Haynes and Boone, LLP (included in its legal opinion
filed as Exhibit 5.1)
24.1* Power of Attorney of the Directors of Aviall, Inc. (incorporated
in the signature page of this Registration Statement)
----------
* Each document marked with an asterisk is filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of DFW Airport, State of Texas, on the 30th day of June,
2002.
AVIALL, INC.
By: /s/ Paul E. Fulchino
----------------------------------
Paul E. Fulchino
Chairman, President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors
of Aviall, Inc., a Delaware corporation, do hereby constitute and appoint
Jeffrey J. Murphy, Jacqueline K. Collier and Cornelius Van Den Handel, and each
of them, their true and lawful attorneys-in-fact and agents or attorney-in-fact
and agent, with power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and any one of
them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
and regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the full power of
substitution and resubstitution, for them and in their name, place and stead, in
any and all capacities, the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments (including any post-effective
amendments) and supplements thereto, and to any and all instruments or documents
filed as part or in connection with this Registration Statement, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents, or
any of them, shall do or cause to be done by virtue hereof. The Power of
Attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons and in the
following capacities on the 30th day of June, 2002.
SIGNATURE TITLE
--------- -----
/s/ Paul E. Fulchino Chairman, President and Chief Executive Officer
------------------------------------ (Principal Executive Officer)
Paul E. Fulchino
/s/ Jacqueline K. Collier Vice President and Controller
------------------------------------ (Principal Accounting Officer)
Jacqueline K. Collier
/s/ Cornelius Van Den Handel Vice President and Treasurer
------------------------------------ (Principal Financial Officer)
Cornelius Van Den Handel
/s/ Peter J. Clare Director
----------------------------------------
Peter J. Clare
/s/ Allan M. Holt Director
------------------------------------
Allan M. Holt
/s/ Donald R. Muzyka Director
------------------------------------
Donald R. Muzyka
/s/ Richard J. Schnieders Director
------------------------------------
Richard J. Schnieders
/s/ Jonathan M. Schofield Director
------------------------------------
Jonathan M. Schofield
/s/ Arthur E. Wegner Director
------------------------------------
Arthur E. Wegner
/s/ Bruce N. Whitman Director
------------------------------------
Bruce N. Whitman
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
---------- ----------------------------------------------------------------
4.1 Restated Certificate of Incorporation of Aviall, Inc. (Exhibit
3.1 to Aviall, Inc.'s Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 (the "1993 Form 10-K") and
incorporated herein by reference)
4.2 Amended and Restated By-Laws of Aviall, Inc. (Exhibit 3.1 to
Aviall, Inc.'s Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1999 and incorporated herein by
reference)
4.3 Form of Common Stock Certificate of Aviall, Inc. (Exhibit 4 to
Aviall, Inc.'s Registration Statement on Form 10, as amended
(Commission File No. 1-12380), and incorporated herein by
reference)
4.4 Rights Agreement, dated as of December 7, 1993, by and between
Aviall, Inc. and The First National Bank of Boston (Exhibit 10.7
to Aviall, Inc.'s 1993 Form 10-K and incorporated herein by
reference)
EXHIBIT
NO. DESCRIPTION
---------- ----------------------------------------------------------------
4.5 Amendment No. 1 to Rights Agreement, dated as of March 14, 2000,
by and between Aviall, Inc. and BankBoston, N.A., a national
banking association (as successor to The First National Bank of
Boston) (Exhibit 4.3 to Aviall, Inc.'s Annual Report on Form
10-K for the fiscal year ended December 31, 1999 and
incorporated herein by reference)
4.6 Amendment No. 2 to Rights Agreement, dated as of December 17,
2001, by and between Aviall, Inc. and EquiServe Trust Company,
N.A., a national banking association (as successor to The First
National Bank of Boston) (Exhibit 4.6 to Aviall, Inc.'s Annual
Report on Form 10-K for the fiscal year ended December 31, 2001
(the "2001 Form 10-K") and incorporated herein by reference)
4.7 Amendment No. 3 to Rights Agreement, dated as of December 21,
2001, by and between Aviall, Inc. and EquiServe Trust Company,
N.A., a national banking association (as successor to The First
National Bank of Boston) (Exhibit 4.7 to Aviall, Inc.'s 2001
Form 10-K and incorporated herein by reference)
4.8 Aviall, Inc. 1998 Stock Incentive Plan (Exhibit 10.2 to Aviall,
Inc.'s Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1998 and incorporated herein by reference)
4.9 Amendment to the Aviall, Inc. 1998 Stock Incentive Plan, dated
as of June 28, 2000 (Exhibit 10.5 to Aviall, Inc.'s 2001 Form
10-K and incorporated herein by reference)
4.10 Amendment to the Aviall, Inc. 1998 Stock Incentive Plan, dated
as of June 7, 2001 (Exhibit 10.6 to Aviall, Inc.'s 2001 Form
10-K and incorporated herein by reference)
4.11 Amendment Number One to the Aviall, Inc. 1998 Stock Incentive
Plan, dated as of December 21, 2001 (Exhibit 10.7 to Aviall,
Inc.'s 2001 Form 10-K and incorporated herein by reference)
4.12* Amendment to the Aviall, Inc. 1998 Stock Incentive Plan, dated
as of June 14, 2002
4.13 Aviall, Inc. Amended and Restated 1998 Directors Stock Plan
(Exhibit 10.3 to Aviall, Inc.'s Annual Report on Form 10-K for
the fiscal year ended December 31, 1998 and incorporated herein
by reference)
4.14* Amendment Number One to the Aviall, Inc. Amended and Restated
1998 Directors Stock Plan, dated as of June 14, 2002
5.1* Legal Opinion of Haynes and Boone, LLP
23.1* Consent of PricewaterhouseCoopers LLP
23.2* Consent of Haynes and Boone, LLP (included in its legal opinion
filed as Exhibit 5.1)
24.1* Power of Attorney of the Directors of Aviall, Inc. (incorporated
in the signature page of this Registration Statement)
----------
* Each document marked with an asterisk is filed herewith.