As filed with the Securities and Exchange Commission on September 3, 2003
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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)
FLORIDA 65-0341002
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3000 Taft Street, Hollywood, Florida 33021
(Address of registrant's Principal Executive Offices) (Zip Code)
HEICO CORPORATION
2002 Stock Option Plan
(Full Title of the Plan)
Thomas S. Irwin
Executive Vice President
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)
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Copies of all communications to:
Jonathan L. Awner, Esq.
Akerman Senterfitt
One S.E. 3rd Avenue, 28th Floor
Miami, Florida 33131-1704
(305) 374-5600
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO PRICE PER OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE (2)
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Common Stock, par value $0.01 per share, 520,000 shares and $ 11.28 $ 5,865,600 $ 474.53
and related preferred stock purchase related preferred stock
rights (3) purchase rights
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Class A Common Stock, par value $0.01 520,000 shares and $ 8.48 $ 4,409,600 $ --
per share, and related preferred stock related preferred stock
purchase rights (3) purchase rights
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(1) Estimated solely for the purpose of calculating the registration fee
which was computed in accordance with Rule 457(h) on the basis of the
average of the high and low prices of the stock as reported on the New
York Stock Exchange on August 26, 2003.
(2) 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 2002 Stock Option Plan, HEICO may only
issue options to purchase up to 520,000 shares of stock, which may
consist of common stock, Class A common stock or any combination
thereof.
(3) No separate consideration will be received for the preferred stock
purchase rights, which initially will trade together with the common
stock.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
We hereby incorporate by reference into this registration statement the
following documents or portions thereof as indicated:
(a) our Annual Report on Form 10-K for the fiscal year ended October
31, 2002;
(b) our Quarterly Reports on Form 10-Q for the fiscal quarters ended
January 31, April 30 and July 31, 2003;
(c) all other reports filed by us pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") since
the end of fiscal year 2002;
(d) the description of our common stock contained in our registration
statement on Form 8-A dated January 27, 1999;
(e) the description of our Class A common stock contained in our
registration statement on Form 8-A dated January 27, 1999; and
(f) the description of our preferred stock purchase rights contained
in our registration statement on Form 8-A dated January 27, 1999.
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.
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.
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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 FORM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See "Exhibit Index" on page II-6 below.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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.
(2) That, for the purpose of determining any liability under the
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.
(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 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 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 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, unless in the opinion of its counsel the
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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, as amended,
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 the 3rd day of
September, 2003.
HEICO CORPORATION
By: /S/ THOMAS S. IRWIN
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Thomas S. Irwin
Executive Vice President and
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Laurans A. Mendelson and Thomas S.
Irwin his true and lawful attorneys-in-fact, each acting alone, with full powers
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any or all amendments, including any
post-effective amendments, to this registration statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or their substitutes, each acting alone, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
their capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/S/ LAURANS A. MENDELSON Chairman, President, Chief Executive September 3, 2003
- ------------------------------ Officer and Director
Laurans A. Mendelson (Principal Executive Officer)
/S/ THOMAS S. IRWIN
- ------------------------------ Executive Vice President and September 3, 2003
Thomas S. Irwin Chief Financial Officer
(Principal Financial and Accounting
Officer)
/S/ SAMUEL L. HIGGINBOTTOM Director September 3, 2003
- ------------------------------
Samuel L. Higginbottom
/S/ WOLFGANG MAYRHUBER Director September 3, 2003
- ------------------------------
Wolfgang Mayrhuber
/S/ ERIC A. MENDELSON Director September 3, 2003
- ------------------------------
Eric A. Mendelson
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/S/ VICTOR H. MENDELSON Director September 3, 2003
- ------------------------------
Victor H. Mendelson
/S/ ALBERT MORRISON, JR. Director September 3, 2003
- ------------------------------
Albert Morrison, Jr.
Director September 3, 2003
- ------------------------------
Dr. Alan Schriesheim
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 -- Articles of Incorporation of the registrant are incorporated
by reference to Exhibit 3.1 to the registrant's registration
statement on Form S-4 (Registration No. 33-57624) Amendment
No. 1 filed on March 19, 1993.
4.2 -- Articles of Amendment of the Articles of Incorporation of
the registrant, dated April 27, 1993, are incorporated by
reference to Exhibit 3.2 to the registrant's registration
statement on Form 8-B dated April 29, 1993.
4.3 -- Articles of Amendment of the Articles of Incorporation of
the registrant, dated November 3, 1993, are incorporated by
reference to Exhibit 3.3 to the registrant's Annual Report
on Form 10-K for the year ended October 31, 1993.
4.4 -- Articles of Amendment of the Articles of Incorporation of
the registrant, dated March 19, 1998, are incorporated by
reference to Exhibit 3.4 to the registrant's registration
statement on Form S-3 (Registration No. 333-48439) filed on
March 23, 1998.
4.5 -- Bylaws of the registrant are incorporated by reference to
Exhibit 3.4 to the registrant's Annual Report on Form 10-K
for the year ended October 31, 1996.
4.6 -- The description and terms of preferred stock purchase rights
are set forth in a Rights Agreement between HEICO
Corporation and SunBank, N.A., as Rights Agent, dated as of
November 2, 1993, incorporated by reference to Exhibit 1 to
the registrant's current report on Form 8-K dated November 2,
1993.
4.7 -- HEICO Corporation 2002 Stock Option Plan (incorporated by
reference to Exhibit A of our Proxy Statement on Schedule
14A relating to our 2002 Annual Meeting of Stockholders
filed on February 20, 2002).
5.1 -- Opinion of Akerman Senterfitt.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of Akerman Senterfitt (included in opinion filed as
Exhibit 5.1).
24.1 -- Powers of Attorney (included as part of the signature page
hereto).
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EXHIBIT 5.1
AKERMAN SENTERFITT
ONE SOUTHEAST THIRD AVENUE
28TH FLOOR
MIAMI, FLORIDA 33131-1714
September 3, 2003
HEICO Corporation
3000 Taft Street
Hollywood, Florida 33021
RE: Registration Statement on Form S-8 (the "Registration Statement")
Gentlemen:
We have acted as counsel to HEICO Corporation, a Florida corporation
(the "Company"), in connection with the preparation and filing by the Company
with the Securities and Exchange Commission of the Registration Statement under
the Securities Act of 1933, as amended (the "Securities Act"). The Registration
Statement relates to the offering and sale by the Company of up to 520,000
shares of the Company's (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 Company's 2002 Stock Option Plan (the "Plan").
We have examined such corporate records, documents, instruments and
certificates of the Company and have reviewed such questions of law as we have
deemed necessary, relevant or appropriate to enable us to render the opinion
expressed herein. In such examination, we have assumed the genuineness of all
signatures and authenticity of all documents, instruments, records and
certificates submitted to us as originals.
Based upon such examination and review, we are of the opinion that when
the Registration Statement becomes effective under the Securities Act and the
Shares are issued in accordance with the terms and conditions of the Plan, the
Shares will be validly issued, fully paid and non-assessable securities of the
Company.
The opinion expressed herein is limited to the corporate laws of the
State of Florida, and we express no opinion as to the effect on the matters
covered by any other jurisdiction.
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement and to all references to the firm in the Registration
Statement.
Very truly yours,
AKERMAN SENTERFITT
EXHIBIT 23.1 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 18, 2002, appearing in the Annual Report on Form 10-K of HEICO Corporation for the year ended October 31, 2002. /S/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Ft. Lauderdale, Florida September 3, 2003