-----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, HU9Z0SLE3KS8et99EAcIHWkodoH5uYySEH1Z79nqeyazHq99mdxcJuugpYDtdOKw +heH4x/6Q2cyoEA9gVB1Hg== 0000950170-98-000687.txt : 19980409 0000950170-98-000687.hdr.sgml : 19980409 ACCESSION NUMBER: 0000950170-98-000687 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980408 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEICO CORP CENTRAL INDEX KEY: 0000046619 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT ENGINES & ENGINE PARTS [3724] IRS NUMBER: 650341002 STATE OF INCORPORATION: FL FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-04604 FILM NUMBER: 98589272 BUSINESS ADDRESS: STREET 1: 3000 TAFT ST CITY: HOLLYWOOD STATE: FL ZIP: 33021 BUSINESS PHONE: 3059876101 MAIL ADDRESS: STREET 1: 3000 TAFT STREET CITY: HOLLYWOOD STATE: FL ZIP: 33021 FORMER COMPANY: FORMER CONFORMED NAME: HEINICKE INSTRUMENTS CO DATE OF NAME CHANGE: 19860417 8-A12B 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HEICO CORPORATION (Exact name of registrant as specified in its charter) FLORIDA 65-0341002 (State of Incorporation (I.R.S. Employer or Organization) Identification No.) 3000 TAFT STREET, HOLLYWOOD, FLORIDA 33021 (Address of Principal Executive Offices) (Zip Code) Securities Act registration statement file number to which this form relates: NONE Securities to be registered pursuant to Section 12(b) of the Act (If applicable) TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED ------------------- ------------------------------ CLASS A COMMON STOCK, AMERICAN STOCK EXCHANGE $0.01 PAR VALUE Securities to be registered pursuant to Section 12(g) of the Act: NONE ---------------- (TITLE OF CLASS) Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The Company's authorized capital stock consists of 30,000,000 shares of Common Stock, 30,000,000 shares of Class A Common Stock; and 10,000,000 shares of Preferred Stock. The rights of the Common Stock and the Class A Common Stock are identical except as otherwise described below. VOTING. Each share of Common Stock is entitled to one vote per share, and (ii) each share of Class A Common Stock is entitled to one-tenth vote per share. Except as required by applicable law, holders of Common Stock and Class A Common Stock vote together, with each other, and not as separate classes, on all matters submitted to a vote of the shareholders. Neither the Common Stock nor the Class A Common Stock have cumulative voting rights. DIVIDENDS AND DISTRIBUTIONS. Subject to the rights of the holders of the Company's Preferred Stock, the holders of Common Stock and Class A Common Stock are entitled to receive when, as and if declared by the Board, out of funds legally available therefor, dividends and other distributions payable in cash, property, stock (including shares of any class or series of the Company, whether or not shares of such class or series are already outstanding) or otherwise. Each share of Common Stock and each share of Class A Common Stock has identical rights with respect to dividends and distributions, subject to the following: (i) a common stock dividend payable with respect to the Company's Common Stock may be paid in Class A Common Stock or Common Stock or a combination of both; (ii) a common stock dividend payable with respect to the Company's Class A Common Stock may be paid in Class A Common Stock or Common Stock or a combination of both; (iii) whenever a dividend or distribution is payable in shares of Common Stock and/or Class A Common Stock, the number of shares payable per each share shall be equal in number; and (iv) a stock dividend payable with respect to Common Stock that is paid in shares of Common Stock will be considered to be identical to a stock dividend payable with respect to Class A Common Stock that is paid in a proportionate number of shares of Class A Common Stock. The Registrant's Board of Directors has the flexibility to determine appropriate dividend levels, if any, under the circumstances from time to time. CONVERTIBILITY. Neither the Common Stock nor the Class A Common Stock is convertible into another class of securities of the Company. SPLITS OR COMBINATIONS. If the Company shall in any manner split, subdivide or combine the shares of outstanding Common Stock or Class A Common Stock, then the outstanding shares of the other such class shall be proportionately split, subdivided or combined in the same manner and on the same basis as the outstanding shares of the class that has been split, subdivided or combined. MERGERS AND CONSOLIDATIONS. In the event of a merger, consolidation or combination of the Company with another entity (whether or not the Company is the surviving entity), the holders of Common Stock and Class A Common Stock will be entitled to receive the same per share consideration in that transaction, except that any common stock that holders of Common Stock and Class A Common Stock are entitled to receive in any such event may differ as to voting -2- rights and otherwise to the extent and only the extent that the Common Stock and the Class A Common Stock differ as set forth in Article III of the Registrant's Articles of Incorporation. LIQUIDATION. In the event of liquidation, after payment of the debts and other liabilities of the Company and after making provision for the holders of Preferred Stock, if any, the remaining assets of the Company will be distributable ratably among the holders of the Common Stock and Class A Common Stock treated as a single class. PREEMPTIVE RIGHTS. Neither the Common Stock nor the Class A Common Stock carry any preemptive rights enabling a holder to subscribe for or receive shares of the Company of any class or any other securities convertible into any class of the Company's stock. Item 2. EXHIBITS. 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.* 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.* 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 Form 10-K for the year ended October 31, 1993.* 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, 1993.* 5. Bylaws of the Registrant are incorporated by reference to Exhibit 3.4 to the Form 10-K for the year ended October 31, 1996.* 6. Form of Class A Common Stock Certificate. * Previously Filed -3- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. HEICO CORPORATION By: /S/ VICTOR MENDELSON -------------------- Victor Mendelson Vice President Dated: April 7, 1998 -4- EXHIBIT INDEX EXHIBIT DESCRIPTION 6 Stock Certificate EX-6 2 CLASS A COMMON [HEICO LOGO] HEICO CORPORATION THIS CERTIFICATE IS TRANSFERRABLE IN THE CITY OF NEW YORK OR RIDGEFIELD PARK, NJ INCORPORATED UNDER THE LAWS SEE REVERSE FOR CERTAIN DEFINITIONS OF THE STATE OF FLORIDA CUSIP This Certifies that is the record holder of FULLY PAID AND NONASSESABLE SHARES OF CLASS A COMMON STOCK, $.01 PAR VALUE OF - --------------------------------HEICO CORPORATION------------------------------- transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Tranfer Agent and Registrar. WITNESS the facismile seal of the Corporation and the facsimile signatures of its duly authorized officers. Date: /s/ ELIZABETH R. LETENDRE [SEAL] /s/ LAURANS A. MENDELSON Secretary Chairman of the Board COUNTERSIGNED AND REGISTERED CHASEMELLON SHAREHOLDER SERVICES, L.L.C. TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE
AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR CHRISTINE SMITH: 278-830-2102 680 BLAIR MILL ROAD PROOF OF MARCH 25, 1998 HORSHAM, PA 19044 HEICO (215) 557-3480 H 55924patch - ---------------------------------- ----------------------------------------------------- SALES: A. HOBBS: 404-525-1488 OPERATOR MT - ---------------------------------- ----------------------------------------------------- /NET/BANKNOTE/HOME 57/HEICO/H55924 NEW - ---------------------------------- -----------------------------------------------------
The following abbreviations when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common UNIF GIFT MIN ACT- Custodian TEN ENT = as tenants by the entireties (Cust) (Minor) UT TEN - as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act. . . in common (State) COM PROP - as community property UNIF TRF MIN ACT - Custodian (until age _) (Cust) under Uniform Transfers (Minor) to Minors Act (State) Additional abbreviations may also be used though not in the above list For Value Received, _____________ hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - -------------------------------------- - -------------------------------------- - -------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------- shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint - ----------------------------------------------------------------------- Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated_________________ X _________________________________________________________________ X _________________________________________________________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. Signature(s) Guaranteed: - -------------------------------------------------------------------------- THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGILBE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. This certificate also evidences and entitles the holder hereof to the same number of Rights as the number of shares of Class A Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between HEICO Corporation and SunTrust Bank, National Association, ("Rights Agent"), dated as of November 2, 1993 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of HEICO Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidendced by this certificate. HEICO Corporation shall mail to the registered holder of this certificate a copy of the Rights Agreement without charge within five (5) days after reciept of written request therefor. Under certain circumstances, as provided in the Rights Agreement, Rights issued to or owned by Acquiring Persons or their Affiliates or Associates (as defined in the Rights Agreement) in any subsequent holder of such Rights shall be null and void.
AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR CHRISTINE SMITH: 215-830-2103 680 BLAIR MILL ROAD PROOF OF MARCH 25, 1998 HORSHAM, PA 19044 HEICO (215) 657-3480 H 55924patch - ---------------------------------- ----------------------------------------------------- SALES: A. HOBBS: 404-525-1455 OPERATOR MT - ---------------------------------- ----------------------------------------------------- /NET/BANKNOTE/HOME 57/HEICO/H55924 NEW - ---------------------------------- -----------------------------------------------------
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