As filed with the Securities and Exchange Commission on January 13, 1997.
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HEICO CORPORATION
(Exact name of registrant as specified in its charter)
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FLORIDA 65-0341002
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3000 TAFT STREET
HOLLYWOOD, FLORIDA 33021
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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CHARLES KOTT SPECIAL EXECUTIVE OPTION PLAN
SIGMUND BORAX SPECIAL EXECUTIVE OPTION PLAN
KURT M. MUSIAL SPECIAL EXECUTIVE OPTION PLAN
SANDRA A. EDWARDS SPECIAL EXECUTIVE OPTION PLAN
STEVEN M. IDEN SPECIAL EXECUTIVE OPTION PLAN
(Full title of the Plans)
THOMAS S. IRWIN, EXECUTIVE VICE PRESIDENT
HEICO CORPORATION
3000 TAFT STREET
HOLLYWOOD, FLORIDA 33021
(305) 987-6101
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
WITH A COPY TO:
STUART D. AMES, ESQ.
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
150 WEST FLAGLER STREET, SUITE 2200
MIAMI, FLORIDA 33130
(305) 789-3540
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE(1) FEE
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Common Stock, $.01 par value 63,800 shares $23.69 $1,511,422 $458.00
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(1) Estimated solely for purpose of calculating the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
prices of the Common Stock as reported on the American Stock Exchange on
January 7, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by HEICO Corporation (the
"Company") with the Securities and Exchange Commission (the "SEC") are
incorporated herein by this reference:
(a) (1) The Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1995.
(2) The Company's Quarterly Report on Form 10-Q for the
quarter ended January 31, 1996.
(3) The Company's Quarterly Report on Form 10-Q for the
quarter ended April 30, 1996.
(4) The Company's Quarterly Report on Form 10-Q for the
quarter ended July 31, 1996.
(b) (1) The Company's Current Reports on Form 8-K, dated July 11,
1996 and September 16, 1996.
(c) (1) The description of the Company's common stock, $.01
par value per share, is contained in the Company's
Registration Statement on Form 8-B dated April 29, 1993.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (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.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Bylaws provide for the indemnification of, and the
advancement of expenses to, the directors and officers of the Company to the
fullest extent permitted by Florida law from time to time and also provide for
various procedures relating thereto. Under Florida law, directors, officers,
employees and agents of the Company may be indemnified against amounts paid in
judgments, settlements, penalties, fines and expenses actually and reasonably
incurred with respect to proceedings (other than an action by or in the right of
the corporation, such as a "derivative action") if they acted in good faith and
in a manner they reasonably believed to be in, or not opposed to, the best
interests of the Company and, with respect to any criminal action or proceeding,
had no reasonable cause to believe their conduct was unlawful. A similar
standard of care is applied in the case of a derivative action, except
that indemnification only extends to expenses (including attorneys' fees)
incurred in connection with the defense or settlement of such an action.
However, court approval is required before there can be any indemnification of
expenses where the person seeking indemnification has been found liable to the
Company.
Under Florida law, expenses incurred by an officer or director in
defending a civil or criminal proceeding may be paid by a corporation in advance
of the final disposition of such proceeding upon receipt of an undertaking by or
on behalf of such director or officer to repay such amount if he or she is
ultimately found not to be entitled to indemnification by the corporation.
Expenses incurred by other employees and agents may be paid in advance upon such
terms or conditions as the board of directors deems appropriate.
Indemnification and advancement of expenses under Florida law
continues as to a person who has ceased to be a director, officer, employee or
agent and inures to the benefit of the heirs, executors and administrators of
such a person.
The Company also carries insurance permitted by the laws of the
State of Florida on behalf of its directors, officers, employees or agents
against liability for certain acts and omissions.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS
4.1 Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement
on Form S-4 (Registration No. 33-57624) dated February 1, 1993).
4.2 Articles of Amendment of Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form 8-B dated April 29, 1993).
4.3 Bylaws of the Company (incorporated by reference to Exhibit 3.2
to the Company's Registration Statement on Form S-4 (Registration
No. 33-57624) dated February 1, 1993).
5 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A.
23.1 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A. (included as part of Exhibit 5 above).
23.2 Consent of Independent Certified Public Accountants.
24.1 Powers of Attorney (included as part of the Signature Page of
this Registration Statement).
Item 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
-2-
(1) 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 of
1933;
(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;
(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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration
Statement.
(2) 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.
(3) 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.
(b) The undersigned registrant hereby undertakes 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 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) 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 SEC 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, 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 Act and will be governed by the final adjudication of
such issue.
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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 had 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 the 10th day of
January, 1997.
HEICO CORPORATION
By: /S/ THOMAS S. IRWIN
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Thomas S. Irwin, Executive Vice President
and Chief Financial Officer
(Principal Financial and Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Laurans A. Mendelson and Thomas S. Irwin, and
each of them, his true and lawful attorney-in-fact and agent, 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 each said attorneys-in-fact and agents or any of them, or their 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.
SIGNATURE TITLE DATE
PRINCIPAL EXECUTIVE OFFICER:
/S/ LAURANS A. MENDELSON Chairman of the Board, January 10, 1997
- ----------------------------- Chief Executive Officer,
Laurans A. Mendelson President and Director
(Principal Executive Officer)
PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:
/S/ THOMAS S. IRWIN Executive Vice President and January 10, 1997
- ----------------------------- Chief Financial Officer (Principal
Thomas S. Irwin Financial and Accounting Officer)
SIGNATURE TITLE DATE
- --------- ----- ----
/S/ JACOB T. CARWILE Director January 10, 1997
- -----------------------------
Jacob T. Carwile
/S/ SAMUEL L. HIGGINBOTTOM Director January 10, 1997
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Samuel L. Higginbottom
/S/ PAUL F. MANIERI Director January 10, 1997
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Paul F. Manieri
/S/ ERIC A. MENDELSON Director January 10, 1997
- -----------------------------
Eric A. Mendelson
/S/ VICTOR H. MENDELSON Director January 10, 1997
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Victor H. Mendelson
/S/ ALBERT MORRISON, JR. Director January 10, 1997
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Albert Morrison, Jr.
/S/ DR. ALAN SCHRIESHEIM Director January 10, 1997
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Dr. Alan Schriesheim
/S/ GUY C. SHAFER Director January 10, 1997
- -----------------------------
Guy C. Shafer
LAW OFFICES
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.
MUSEUM TOWER
150 WEST FLAGLER STREET
MIAMI, FLORIDA 33130
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MIAMI (305) 789-3200 - BROWARD (954) 463-5440
FAX (305) 789-3395
January 10, 1997
HEICO Corporation
3000 Taft Street
Hollywood, Florida 33021
Gentlemen:
We have acted as counsel for HEICO Corporation, a Florida corporation
(the "Company"), with respect to the preparation and filing with the Securities
and Exchange Commission of a Form S-8 Registration Statement (the "Registration
Statement") in connection with the registration of 63,800 shares of the
Company's common stock, par value $.01 per share (the "Common Stock"), issuable
pursuant to the Charles Kott Special Executive Option Plan, Sigmund Borox
Special Executive Option Plan, Kurt M. Musual Special Executive Option Plan,
Sandra A. Edwards Special Executive Option Plan and the Steven M. Iden Special
Executive Option Plan (the "Plans"). In so acting, we have examined the
originals or copies, certified or otherwise identified to our satisfaction, of
such corporate records, agreements, documents and other instruments and such
certificates or corporate documents of public officials, and of officers and
representatives of the Company, and have made such inquiries of such officers
and representatives of the Company, as we have deemed relevant and necessary as
a basis for the opinion hereinafter set forth. We have examined the Registration
Statement, including all exhibits thereto, as filed with the Securities and
Exchange Commission, and the Articles of Incorporation and Bylaws of the
Company, as amended. We have also examined and are familiar with the proceedings
taken by the Company to authorize the issuance of the shares of the Common Stock
pursuant to the Plan.
This opinion has been prepared and is to be construed in accordance with
the Report on Standards For Florida Opinions dated April 8, 1991 issued by the
Business Law Section of The Florida Bar (the "Report"). The Report is
incorporated by reference into this opinion. In rendering the following opinion,
we have made no assumptions other than those set forth in the Report.
HEICO Corporation
January 10, 1997
Page 2
Based upon our examination and consideration of the foregoing documents
and information, and in reliance thereon, we are of the opinion that the 63,800
shares of Common Stock registered under the Registration Statement and issuable
in accordance with the Plans will, if and when issued and delivered by the
Company against payment of adequate consideration therefor in accordance with
the Plans, be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
STEARNS WEAVER MILLER
WEISSLER ALHADEFF & SITTERSON, P.A.
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
HEICO Corporation on Form S-8 of our report dated December 29, 1995, appearing
in the Annual Report on Form 10-K of HEICO Corporation for the year ended
October 31, 1995.
/s/ Deloitte & Touche LLP
Certified Public Accountants
Miami, Florida
January 9, 1997
