As
filed with the Securities and Exchange Commission on September 16,
2009
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
HEICO
CORPORATION
(Exact
name of registrant as specified in its charter)
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Florida
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65-0341002
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(IRS
Employer Identification No.)
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3000
Taft Street
Hollywood,
Florida
(Address
of Principal Executive Offices)
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33021
(Zip
Code)
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HEICO
Corporation Amended and Restated 2002 Stock Option Plan
(Full
Title of the Plan)
Thomas
S. Irwin
Executive
Vice President and Chief Financial Officer
HEICO
Corporation
3000
Taft Street
Hollywood,
Florida 33021
(Name
and Address of Agent for Service)
(954)
987-4000
(Telephone
number, including area code, of agent for service)
With
a copy to:
Jonathan
Awner, Esq.
Akerman
Senterfitt
One
Southeast Third Avenue, 27th
Floor
Miami,
Florida 33131
(305)
374-5600
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “larger accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
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Large
accelerated filer x
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Accelerated
filer ¨
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Non-accelerated
filer ¨
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Smaller
reporting company ¨
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CALCULATION
OF REGISTRATION FEE
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Title
of Securities to be Registered
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Amount
to be Registered
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Proposed Maximum Offering Price
Per Share (1)
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Proposed Maximum Aggregate
Offering Price (1)
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Amount
of
Registration Fee (2)
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Common
Stock, par value $0.01 per share, and related preferred stock purchase
rights(3)
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1,500,000
shares and related preferred stock purchase rights
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$37.37
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$56,055,000
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$3,127.87
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Class
A Common Stock, par value $0.01 per share, and related preferred stock
purchase rights(3)
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1,500,000
shares and related preferred stock purchase rights
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$30.21
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$45,315,000
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$ ─
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___________________
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(1)
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Estimated
solely for the purpose of calculating the registration fee which was
computed in accordance with Rule 457(c) and Rule
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| 457(h)(1) under the Securities Act of 1933, as amended (the “Securities Act”), on the basis of the average of the high and low sales prices per share of the stock as reported on the New York Stock Exchange on September 9, 2009. | |
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(2)
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The
registration fee was calculated on the basis of the higher of the proposed
maximum aggregate offering price of the Common Stock and the proposed
maximum aggregate offering price of the Class A Common
Stock. Under the HEICO Corporation Amended and Restated 2002
Stock Option Plan, HEICO may issue options to purchase an additional
1,500,000 shares of stock, which may consist of Common Stock, Class A
Common Stock or any combination thereof.
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(3)
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No
separate consideration will be received for the preferred stock purchase
rights, which initially will trade together with the Common
Stock.
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This
Registration Statement will become effective upon filing in accordance with Rule
462(a) under the Securities Act.
2
Explanatory
Note
On March 28, 2008, the shareholders of
HEICO Corporation (the “Company” or “Registrant”) approved the HEICO Corporation
Amended and Restated 2002 Stock Option Plan (the “Plan”) to, among other things,
increase the number of shares subject to awards under the original plan by
1,500,000 resulting in an aggregate of 1,654,173 shares remaining eligible for
issuance under the Plan as of the date of shareholder approval. The
Company is filing this Registration Statement to register the additional
1,500,000 shares available for grant under the Plan as a result of the
amendment.
On September 3, 2003, the Company filed
a Registration Statement on Form S-8 with the Securities and Exchange Commission
(Registration No. 333-108471) (the “Earlier Registration Statement”) registering
the same class of securities registered hereunder. Pursuant to
General Instruction E to Form S-8, the contents of the Earlier Registration
Statement are incorporated herein by reference, except to the extent
supplemented, amended or superseded by the information set forth
herein.
3
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
document(s) containing the information required by Part I of From S-8 will be
sent or given to participants as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the “Securities Act”). In
accordance with Rule 428(b)(1) and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
“Commission” or “SEC”) either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act.
4
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of
Documents by Reference.
The SEC allows us to provide information
about our business and other important information to you by “incorporating by
reference” the information we file with the SEC, which means that we can
disclose the information to you by referring in this prospectus to the documents
we file with the SEC. Under the SEC’s regulations, any statement contained in a
document incorporated by reference in this prospectus is automatically updated
and superseded by any information contained in this prospectus, or in any
subsequently filed document of the types described below.
We incorporate into this prospectus by
reference the following documents filed by us with the SEC, each of which should
be considered an important part of this prospectus:
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a)
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Our Annual Report on Form 10-K for
the year ended October 31, 2008, filed with the SEC on December 24,
2008;
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b)
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Our Quarterly Reports on Form 10-Q
for the period ended January 31, 2009, filed with the SEC on March 4,
2009, for the period ended April 30, 2009, filed with the SEC on June 3,
2009 and for the period ended July 31, 2009, filed with the SEC on
September 1, 2009;
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c)
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Our Current Reports on Form 8-K,
filed with the SEC on December 16, 2008 and March 31,
2009;
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d)
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The description of our Common
Stock contained in our Registration Statement on Form 8-A, filed with the
SEC on April 28, 1993, as amended January 27,
1999;
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e)
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The description of our Class A
Common Stock contained in our Registration Statement on Form 8-A, filed
with the SEC on April 8, 1998, as amended January 27, 1999;
and
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f)
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The description of our (i) Rights
to Purchase Series B Junior Participating Preferred Stock and (ii) Rights
to Purchase Series C Junior Participating Preferred Stock contained in our
Registration Statement on Form 8-A, filed November 4,
2003.
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In addition, all documents subsequently
filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
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 into this
registration statement and to be a part hereof from the date of filing of such
documents. Any statement in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for the
purposes of this registration statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration
statement.
We will provide to you, upon request, a
copy of each of our filings at no cost. Please make your request by writing or
telephoning us at the following address or telephone number:
HEICO Corporation
3000 Taft Street
Hollywood, Florida
33021
Tel: (954) 987-4000
You should rely only on the information
incorporated by reference or provided in this prospectus or any supplement. We
have not authorized anyone else to provide you with different information. You
should not assume that the information in this prospectus or any supplement is
accurate as of any date other than the date on the front of those
documents.
5
Item 4. Description of
Securities.
Not
applicable.
Item 5. Interests of Named
Experts and Counsel.
Not
applicable.
Item 6. Indemnification of Directors and
Officers.
We have authority under Section 607.0850
of the Florida Business Corporation Act to indemnify our directors and officers
to the extent provided in such statute. Our Articles of Incorporation
provide that we may indemnify our executive officers and directors to the
fullest extent permitted by law either now or hereafter. We have
entered or will enter into an agreement with each of our directors and some of
our officers wherein we have agreed or will agree to indemnify each of them to
the fullest extent permitted by law.
The provisions of the Florida Business
Corporation Act that authorize indemnification do not eliminate the duty of care
of a director, and in appropriate circumstances, equitable remedies such as
injunctive or other forms of non-monetary relief will remain available under
Florida law. In addition, each director will continue to be subject
to liability for (a) violations of criminal laws, unless the director had
reasonable cause to believe his conduct was lawful or had no reasonable cause to
believe his conduct was unlawful; (b) deriving an improper personal benefit from
a transaction; (c) voting for or assenting to an unlawful distribution; and (d)
willful misconduct or a conscious disregard for our best interests in a
proceeding by or in our right to procure a judgment in our favor or in a
proceeding by or in the right of a shareholder. The statute does not affect a
director's responsibilities under any other law, such as the federal securities
laws.
Item 7. Exemption From Registration
Claimed.
Not applicable.
Item
8. Exhibits.
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Exhibit
No.
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Description
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3.1
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Articles
of Incorporation of HEICO Corporation (Incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form S-4
(Registration No. 33-57624) Amendment No. 1 filed on March 19,
1993).
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3.2
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Articles
of Amendment of the Articles of Incorporation of HEICO Corporation, dated
April 27, 1993 (Incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form 8-B dated April 29,
1993).
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3.3
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Articles
of Amendment of the Articles of Incorporation of HEICO Corporation, dated
November 3, 1993 (Incorporated by reference to Exhibit 3.3 to the Form
10-K for the year ended October 31, 1993).
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3.4
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Articles
of Amendment of the Articles of Incorporation of HEICO Corporation, dated
March 19, 1998 (Incorporated by reference to Exhibit 3.4 to the Company's
Registration Statement on Form S-3 (Registration No. 333-48439) filed on
March 23, 1998).
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3.5
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Articles
of Amendment of the Articles of Incorporation of HEICO Corporation, dated
as of November 2, 2003 (Incorporated by reference to Exhibit 3.5 to the
Form 10-K for the year ended October 31, 2003).
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3.6
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Bylaws
of HEICO Corporation (Incorporated by reference to Exhibit 3.1 to the Form
8-K filed on December 19, 2007).
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5.1
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Opinion
of Akerman Senterfitt.
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10.1
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HEICO
Corporation Amended and Restated 2002 Stock Option Plan (Incorporated by
reference to Appendix A to the Company’s Definitive Proxy Statement on
Schedule 14A, filed on February 28, 2008).
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23.1
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Consent
of Akerman Senterfitt (Included in Exhibit 5.1).
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23.2
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Consent
of Deloitte & Touche LLP.
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24.1
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Power
of Attorney (Included in the signature pages to the Registration
Statement).
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6
Item 9. Undertakings.
The undersigned Registrant hereby
undertakes:
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(1)
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To file, during any period in
which offers or sales are being made, a post-effective amendment to this
Registration Statement:
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i.
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To include any prospectus required
by section 10(a)(3) of the Securities Act of
1933;
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ii.
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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
percent change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective Registration
Statement;
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iii.
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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;
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provided, however, that paragraphs (1)i
and (1)ii will not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with
or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
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(2)
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That, for the purpose of
determining any liability under the Securities Act of 1933, 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.
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(3)
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To remove from registration by
means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the
offering.
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(4)
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That, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is 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.
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(5)
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Insofar as indemnification for
liabilities arising under the Securities Act of 1933 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 Commission such indemnification is against
public policy as expressed in the Securities 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, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
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7
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 Hollywood, State of
Florida, on September 16, 2009.
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HEICO
CORPORATION
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By:
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/s/ Thomas S.
Irwin
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Thomas S.
Irwin
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Executive Vice President
and
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Chief Financial
Officer
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(Principal Financial
and
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Accounting
Officer)
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KNOW ALL MEN BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints Thomas S.
Irwin and Joseph W. Pallot, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the
Securities Act of 1933, this registration statement has been signed by the
following persons in the capacities and on the dates
indicated.
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Signature
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Title
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Date
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/s/ Laurans A. Mendelson
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Chairman,
President,
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September 16, 2009
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Laurans
A. Mendelson
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Director
(Principal Executive Officer)
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/s/ Samuel L. Higginbottom
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Director
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September 16, 2009
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Samuel
L. Higginbottom
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/s/ Mark H. Hildebrandt
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Director
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September 16, 2009
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Mark
H. Hildebrandt
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/s/ Wolfgang Mayrhuber
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Director
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September 16, 2009
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Wolfgang
Mayrhuber
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/s/ Eric A. Mendelson
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Director
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September 16, 2009
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Eric
A. Mendelson
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/s/ Victor H. Mendelson
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Director
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September 16, 2009
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Victor
H. Mendelson
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Director
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Albert
Morrison, Jr
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/s/ Alan Schriesheim
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Director
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September 16, 2009
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Alan
Schriesheim
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/s/ Frank J. Schwitter
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Director
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September 16, 2009
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Frank
J. Schwitter
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EXHIBIT INDEX
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Exhibit
No.
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Description
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5.1
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Opinion
of Akerman Senterfitt.
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23.1
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Consent
of Akerman Senterfitt (Included in Exhibit 5.1).
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23.2
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Consent
of Deloitte & Touche LLP.
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24.1
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Power
of Attorney (Included in the signature pages to the Registration
Statement).
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EXHIBIT
5.1
Akerman
Senterfitt
One
Southeast Third Avenue, 25th Floor
Miami, FL
33131
September
16, 2009
HEICO
Corporation
3000 Taft
Street
Hollywood,
Florida 33021
Ladies
and Gentlemen:
We have
acted as counsel to HEICO Corporation., a Florida corporation (the “Company”),
in connection with the preparation and filing with the Securities and Exchange
Commission of a Registration Statement on Form S-8 (the “Registration
Statement”), under the Securities Act of 1933, as amended (the “Securities
Act”). Such Registration Statement relates to the registration by the Company of
an additional 1,500,000 shares of (i)(a) Common Stock, par value
$0.01 per share (the “Common Stock”) or (b) Class A Common Stock, par value
$0.01 per share (the “Class A Common Stock”, and together with the Common Stock,
the “Shares”), and (ii) related Preferred Stock Purchase Rights, pursuant to
stock options granted or to be granted under the HEICO Corporation Amended and
Restated 2002 Stock Option Plan (the “Plan”).
In
connection with the Registration Statement, we have examined, considered and
relied upon copies of such documents and instruments that we have deemed
necessary for the expression of the opinions contained herein. In our
examination of these documents, we have assumed, without independent
investigation, the genuineness of all signatures, the legal capacity of all
individuals who have executed any of the documents, the authenticity of all
documents submitted to us as originals and the conformity to the original
documents of all copies. Based upon the foregoing examination, we are of the
opinion that the shares of Common Stock and Class A Common Stock have been duly
authorized and, when issued in accordance with the terms of the Plan, will be
validly issued, fully paid and non-assessable shares of Common Stock or Class A
Common Stock of the Company.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving such consent, we do not thereby admit that we are included
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations promulgated thereunder.
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Very
truly yours,
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/s/
AKERMAN SENTERFITT
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EXHIBIT
23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
We consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report relating to
the consolidated financial statements and financial statement schedule of HEICO
Corporation and subsidiaries (the “Company”) and the effectiveness of the
Company’s internal control over financial reporting dated December 24, 2008,
appearing in the Annual Report on Form 10-K of the Company for the year ended
October 31, 2008.
DELOITTE
& TOUCHE LLP
Certified
Public Accountants
Miami,
Florida
September
16, 2009