-----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, T+fb/UARXTQPdigiOUx7Nx4c/EUTRHwQZfeEdf2lw7Rc5rKqi8dmDj7ZzeKKznjd HExZrRXOPjjPopqT1MQKZw== 0000893877-97-000626.txt : 19971110 0000893877-97-000626.hdr.sgml : 19971110 ACCESSION NUMBER: 0000893877-97-000626 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19971107 EFFECTIVENESS DATE: 19971107 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC AEROSPACE & ELECTRONICS INC CENTRAL INDEX KEY: 0000790023 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 911744587 STATE OF INCORPORATION: WA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-39799 FILM NUMBER: 97710627 BUSINESS ADDRESS: STREET 1: 434 OLDS STATION RD CITY: WENATCHEE STATE: WA ZIP: 98801 BUSINESS PHONE: 5096648000 MAIL ADDRESS: STREET 1: 434 OLDS STATION ROAD STREET 2: 434 OLDS STATION ROAD CITY: WENATCHEE STATE: WA ZIP: 98801 FORMER COMPANY: FORMER CONFORMED NAME: PCT HOLDINGS INC /NV/ DATE OF NAME CHANGE: 19950223 FORMER COMPANY: FORMER CONFORMED NAME: VERAZZANA VENTURES LTD DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VERAZZANA VENTURES SYSTEMS LTD DATE OF NAME CHANGE: 19890618 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on November 7, 1997. Registration No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- PACIFIC AEROSPACE & ELECTRONICS, INC. (Exact Name of Registrant as Specified in its Charter) Washington 91-1744587 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) -------------------- 434 Olds Station Road Wenatchee, Washington 98801 (Address of Principal Executive Offices) ------------------- AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCK INCENTIVE PLAN (Full Title of Plan) ------------------ Donald A. Wright Chief Executive Officer and President PACIFIC AEROSPACE & ELECTRONICS, INC. 434 Olds Stations Road Wenatchee, Washington 98801 (509) 664-8000 (Name, Address, and Telephone number, Including Area Code, of Agent for Service) -------------------
Calculation of Registration Fee Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of be Registered Registered Offering Price Per Share(1) Aggregate Offering Price(1) Registration Fee(1) ============================================================================================================================== Common Stock, par 1,000,000 $6.0313 $6,031,250 $1,827.47 value $.001 per share (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the "Securities Act"), based on an estimated exercise price of $6.0313 per share (which is the average of the high and low prices of the Common Stock on the Nasdaq National Market on November 3, 1997 as reported by Nasdaq), for an estimated maximum aggregate exercise price of $6,031,250.
INTRODUCTION This Form S-8 Registration Statement is filed by Pacific Aerospace & Electronics, Inc. (the "Company") relating to 1,000,000 additional shares of the Company's common stock, par value $.001 per share (the "Common Stock"), issuable upon the exercise of stock options or other rights granted or to be granted pursuant to Amendment No. 1 to the Company's Amended and Restated Stock Incentive Plan (the "Option Plan"). Pursuant to the Securities Act, the Company registers these securities in addition to securities of the same class previously registered on the Form S-8 Registration Statement relating to the Option Plan filed with the Securities and Exchange Commission (the "Commission") on June 11, 1997 under Registration No. 333-29007. In accordance with General Instruction E to Form S-8 under the Securities Act, the contents of that Registration Statement are incorporated herein by reference. In accordance with General Instruction E to Form S-8, the following exhibits are filed herewith: Exhibit Number Description - ------- ----------- 4.1 Articles of Incorporation of Pacific Aerospace & Electronics, Inc. (1) 4.2 Bylaws of Pacific Aerospace & Electronics, Inc. (1) 4.3 Amended and Restated Stock Incentive Plan.(2) 4.4 Amendment No. 1 to Amended and Restated Stock Incentive Plan.(3) 5.1 Opinion of Stoel Rives LLP. (3) 23.1 Consent of Moss Adams LLP. (3) 23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1). (3) 24.1 Power of Attorney. (3) - -------------- (1) Incorporated by reference to the Company's Current Report on Form 8-K filed with the Commission on December 12, 1996. (2) Incorporated by reference to the Company's Quarterly Report on Form 10-QSB for the quarter ended November 30, 1996, filed with the Commission on January 3, 1997. (3) Submitted with this Registration Statement. 2 SIGNATURES Pursuant to the requirements of the Securities Act, the Company 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 Seattle, State of Washington, on November 7, 1997. PACIFIC AEROSPACE & ELECTRONICS, INC. By: /s/ DONALD A. WRIGHT ------------------------------------- Donald A. Wright Chief Executive Officer and President (Principal Executive Officer) Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated below as of November 7, 1997: Signature Title --------- ----- /s/ DONALD A. WRIGHT* Chief Executive Officer, President and - ---------------------------------- Director (Principal Executive Officer) Donald A. Wright /s/ NICK A. GERDE* Vice President Finance, Chief Financial - ---------------------------------- Officer and Treasurer (Principal Nick A. Gerde Financial and Accounting Officer) /s/ DONALD B. COTTON* Director - ---------------------------------- Donald B. Cotton /s/ ALLEN W. DAHL, M.D.* Director - ---------------------------------- Allen W. Dahl, M.D. /s/ URS DIEBOLD* Director - ---------------------------------- Urs Diebold /s/ DALE L. RASSMUSSEN* Director - ---------------------------------- Dale L. Rassmussen /s/ ROGER P. VALLO* Director - ---------------------------------- Roger P. Vallo /s/ WILLIAM A. WHEELER* Director - ---------------------------------- William A. Wheeler *By /s/ DONALD A. WRIGHT ---------------------------------- Donald A. Wright (Attorney-in-Fact) 3 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 4.1 Articles of Incorporation of Pacific Aerospace & Electronics, Inc.(1) 4.2 Bylaws of Pacific Aerospace & Electronics, Inc. (1) 4.3 Amended and Restated Stock Incentive Plan.(2) 4.4 Amendment No. 1 to Amended and Restated Stock Incentive Plan.(3) 5.1 Opinion of Stoel Rives LLP. (3) 23.1 Consent of Moss Adams LLP. (3) 23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1). (3) 24.1 Power of Attorney. (3) - -------------- (1) Incorporated by reference to the Company's Current Report on Form 8-K filed with the Commission on December 12, 1996. (2) Incorporated by reference to the Company's Quarterly Report on Form 10-QSB for the quarter ended November 30, 1996, filed with the Commission on January 3, 1997. (3) Submitted with this Registration Statement. EX-4.4 2 AMENDMENT NO. 1 TO STOCK INCENTIVE PLAN Exhibit 4.4 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED STOCK INCENTIVE PLAN OF PACIFIC AEROSPACE & ELECTRONICS, INC. This Amendment No. 1 amends the Amended and Restated Stock Incentive Plan (the "Plan") approved by the shareholders of Pacific Aerospace & Electronics, Inc. (the "Company") on October 29, 1996. 1. The first sentence of Section 2 of the Plan is hereby amended to read as follows: Subject to adjustment as provided below and in Section 13, the shares to be offered under the Plan shall consist of Common Stock, $.001 par value, of the Company, and the total number of shares of Common Stock that may be issued under the Plan shall not exceed 3,000,000 shares. 2. This Amendment No. 1 shall be effective after its approval by the Company's Board of Directors and Shareholders. 3. All other provisions of the Plan are hereby ratified and affirmed as if incorporated herein. ADOPTED BY THE BOARD OF DIRECTORS ON JULY 18, 1997 APPROVED BY THE SHAREHOLDERS ON OCTOBER 8, 1997 EX-5.1 3 OPINION OF STOEL RIVES LLP Exhibit 5.1 November 7, 1997 Board of Directors Pacific Aerospace & Electronics, Inc. 434 Olds Station Road Wenatchee, WA 98801 Gentlemen: We have acted as counsel for Pacific Aerospace & Electronics, Inc. (the "Company") in connection with the filing of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, relating to the issuance of 1,000,000 additional shares of Common Stock (the "Shares") of the Company pursuant to Amendment No. 1 (the "Amendment") to the Company's Restated and Amended Stock Incentive Plan (the "Plan"). We have reviewed the corporate actions of the Company in connection with this matter, and we have examined such documents, corporate records, and other instruments we deemed necessary for the purposes of this opinion. Based on the foregoing, it is our opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of Washington; and 2. The Shares have been duly authorized, and, when issued pursuant to the Plan, as amended by the Amendment, the Shares will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ STOEL RIVES LLP EX-23.1 4 CONSENT OF MOSS ADAMS LLP Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference into this Registration Statement of Pacific Aerospace & Electronics, Inc. on Form S-8 and of our report on the consolidated financial statements of Pacific Aerospace & Electronics, Inc. and its subsidiaries dated July 2, 1997, appearing in the Annual Report on Form 10-KSB of Pacific Aerospace & Electronics, Inc. for the year ended May 31, 1997. We also consent to the reference to us under the caption "Experts." /s/ MOSS ADAMS LLP Everett, Washington November 7, 1997 EX-24.1 5 POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY FOR FORM S-8 REGISTRATION STATEMENT Each of the undersigned hereby constitutes and appoints DONALD A. WRIGHT his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to (a) sign this Form S-8 Registration Statement and all amendments or post-effective amendments to this Registration Statement, (b) sign any other instruments or documents that said attorney-in-fact and agent may deem necessary or advisable to enable the Company to comply with the Securities Act, and any requirements of the Commission in respect thereof, and (c) to file the same, with all exhibits thereto, with the Commission, in connection with the registration under the Securities Act of shares of the Company's Common Stock issuable pursuant to the Company's Amendment No. 1 to the Amended and Restated Stock Incentive Plan. The undersigned grant unto said attorney-in-fact and agent 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 such attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Power of Attorney has been signed by the following persons in the capacities indicated on November 7, 1997: Signature Title --------- ----- /s/ DONALD A. WRIGHT Chief Executive Officer, President and - ---------------------------------- Director (Principal Executive Officer) Donald A. Wright /s/ NICK A. GERDE Vice President Finance, Chief Financial - ---------------------------------- Officer and Treasurer (Principal Nick A. Gerde Financial and Accounting Officer) /s/ DONALD B. COTTON Director - ---------------------------------- Donald B. Cotton /s/ ALLEN W. DAHL, M.D. Director - ---------------------------------- Allen W. Dahl, M.D. /s/ URS DIEBOLD Director - ---------------------------------- Urs Diebold /s/ DALE L. RASSMUSSEN Director - ---------------------------------- Dale L. Rassmussen /s/ ROGER P. VALLO Director - ---------------------------------- Roger P. Vallo /s/ WILLIAM A. WHEELER Director - ---------------------------------- William A. Wheeler -----END PRIVACY-ENHANCED MESSAGE-----