-----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, UOTzJcadXgXvbIwgEh5UUucNLd/dST2poJGKVg2r0CnrpvIgqDFJssmirJJgbAX1 TQzTwpx6nPth/WcvUvusPg== 0001042910-99-001090.txt : 19990818 0001042910-99-001090.hdr.sgml : 19990818 ACCESSION NUMBER: 0001042910-99-001090 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KELLSTROM INDUSTRIES INC CENTRAL INDEX KEY: 0000918275 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT ENGINES & ENGINE PARTS [3724] IRS NUMBER: 133753725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-44019 FILM NUMBER: 99694693 BUSINESS ADDRESS: STREET 1: 1100 INTERNATIONAL PARKWAY CITY: SUNRISE STATE: FL ZIP: 33323 BUSINESS PHONE: 9548450427 MAIL ADDRESS: STREET 1: 1100 INTERNATIONAL PARKWAY CITY: SUNRISE STATE: FL ZIP: 33323 FORMER COMPANY: FORMER CONFORMED NAME: ISRAEL TECH ACQUISITION CORP DATE OF NAME CHANGE: 19940301 424B3 1 PROSPECTUS SUPPLEMENT Pursuant to Rule 424(b)(3) Prospectus Supplement To Prospectus dated March 19, 1998 (File No. 333-44019) KELLSTROM INDUSTRIES, INC. $54,000,000 Principal Amount of 5 3/4% Convertible Subordinated Notes due 2002 2,996,811 Shares of Common Stock ------------------------------- This document supplements the Prospectus dated March 19, 1998 (File No. 333-44019) (the "Prospectus") filed by Kellstrom Industries, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission relating to (i) $54,000,000 aggregate principal amount of 5 3/4% Convertible Subordinated Notes due 2002 (the "Notes") of the Company, (ii) 1,963,636 shares of common stock, par value $.001 per share (the "Common Stock"), of the Company which are initially issuable upon conversion of the Notes plus such additional indeterminate number of shares of Common Stock as may become issuable upon conversion of the Notes as a result of adjustments to the conversion price (the "Note Shares"), (iii) 758,785 shares of Common Stock which are initially issuable upon the exercise of warrants, including warrants held by certain affiliates of the Company (the "Warrants"), having exercise prices ranging from $5.00 to $22.00, previously issued by the Company and expiring between April 15, 2000 and January 15, 2004, plus such additional indeterminate number of shares of Common Stock as may become issuable upon exercise of the Warrants as a result of anti-dilution provisions (collectively the "Warrant Shares") and (iv) 274,390 additional shares of Common Stock owned by a certain stockholder (the "Additional Shares", and together with the Note Shares and the Warrant Shares, the "Shares"). The Notes and the Shares are being offered for the account of the holders thereof (the "Selling Securityholders"). The Notes were initially acquired from the Company by BT Alex. Brown Incorporated in October and November 1997 in connection with a private offering. This Prospectus Supplement is incorporated by reference into the Prospectus, and all terms used herein shall have the meaning assigned to them in the Prospectus. On August 16, 1999, the last sale price of the Common Stock of the Company on the Nasdaq National Market was $10.0625 per share. The Common Stock of the Company is traded under the symbol "KELL." Selling Securityholder: Merrill Lynch Convertible Fund, Inc. 800 Scudders Mill Road Plainsboro, NJ 08536 Securities Being Sold: $1,000,000 aggregate principal amount of 5 3/4% Convertible Subordinated Notes due 2002 As of August 4, 1999, and prior to giving effect to the sale of the Notes being offered by the Selling Securityholder hereby, the Selling Securityholder beneficially owned $1,000,000 aggregate principal amount of Notes (representing 1.9% of the Notes outstanding as of such date). As of such date, the Selling Securityholder did not beneficially own any shares of Common Stock of the Company, other than the shares of Common Stock into which the Notes beneficially owned by the Selling Securityholder are convertible. Selling Securityholder: Banc of America Securities LLC 9 West 57th Street, 29th Floor New York, NY 10019 Securities Being Sold: $250,000 aggregate principal amount of 5 3/4% Convertible Subordinated Notes due 2002 As of August 17, 1999, and prior to giving effect to the sale of the Notes being offered by the Selling Securityholder hereby, the Selling Securityholder beneficially owned $250,000 aggregate principal amount of Notes (representing less than 10% of the Notes outstanding as of such date). As of such date, the Selling Securityholder did not beneficially own any shares of Common Stock of the Company, other than the shares of Common Stock into which the Notes beneficially owned by the Selling Securityholder are convertible. ---------------------------- SEE "RISK FACTORS" BEGINNING ON PAGE 8 OF THE PROSPECTUS FOR A DESCRIPTION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS. ---------------------------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------------------- The date of this Prospectus Supplement is August 17, 1999. -----END PRIVACY-ENHANCED MESSAGE-----