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Florida
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65-0341002
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(IRS
Employer Identification No.)
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3000
Taft Street
Hollywood,
Florida
(Address
of Principal Executive Offices)
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33021
(Zip
Code)
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Large
accelerated filer x
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Accelerated
filer ¨
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Non-accelerated
filer ¨
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Smaller
reporting company ¨
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Title
of Securities to be Registered
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Amount
to be Registered
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Proposed Maximum Offering Price
Per Share (1)
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Proposed Maximum Aggregate
Offering Price (1)
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Amount
of
Registration Fee (2)
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Common
Stock, par value $0.01 per share, and related preferred stock purchase
rights(3)
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1,500,000
shares and related preferred stock purchase rights
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$37.37
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$56,055,000
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$3,127.87
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Class
A Common Stock, par value $0.01 per share, and related preferred stock
purchase rights(3)
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1,500,000
shares and related preferred stock purchase rights
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$30.21
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$45,315,000
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$ ─
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(1)
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Estimated
solely for the purpose of calculating the registration fee which was
computed in accordance with Rule 457(c) and Rule
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| 457(h)(1) under the Securities Act of 1933, as amended (the “Securities Act”), on the basis of the average of the high and low sales prices per share of the stock as reported on the New York Stock Exchange on September 9, 2009. | |
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(2)
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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 Amended and Restated 2002
Stock Option Plan, HEICO may issue options to purchase an additional
1,500,000 shares of stock, which may consist of Common Stock, Class A
Common Stock or any combination thereof.
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(3)
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No
separate consideration will be received for the preferred stock purchase
rights, which initially will trade together with the Common
Stock.
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a)
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Our Annual Report on Form 10-K for
the year ended October 31, 2008, filed with the SEC on December 24,
2008;
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b)
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Our Quarterly Reports on Form 10-Q
for the period ended January 31, 2009, filed with the SEC on March 4,
2009, for the period ended April 30, 2009, filed with the SEC on June 3,
2009 and for the period ended July 31, 2009, filed with the SEC on
September 1, 2009;
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c)
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Our Current Reports on Form 8-K,
filed with the SEC on December 16, 2008 and March 31,
2009;
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d)
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The description of our Common
Stock contained in our Registration Statement on Form 8-A, filed with the
SEC on April 28, 1993, as amended January 27,
1999;
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e)
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The description of our Class A
Common Stock contained in our Registration Statement on Form 8-A, filed
with the SEC on April 8, 1998, as amended January 27, 1999;
and
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f)
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The description of our (i) Rights
to Purchase Series B Junior Participating Preferred Stock and (ii) Rights
to Purchase Series C Junior Participating Preferred Stock contained in our
Registration Statement on Form 8-A, filed November 4,
2003.
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Exhibit
No.
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Description
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3.1
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Articles
of Incorporation of HEICO Corporation (Incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form S-4
(Registration No. 33-57624) Amendment No. 1 filed on March 19,
1993).
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3.2
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Articles
of Amendment of the Articles of Incorporation of HEICO Corporation, dated
April 27, 1993 (Incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form 8-B dated April 29,
1993).
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3.3
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Articles
of Amendment of the Articles of Incorporation of HEICO Corporation, dated
November 3, 1993 (Incorporated by reference to Exhibit 3.3 to the Form
10-K for the year ended October 31, 1993).
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3.4
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Articles
of Amendment of the Articles of Incorporation of HEICO Corporation, dated
March 19, 1998 (Incorporated by reference to Exhibit 3.4 to the Company's
Registration Statement on Form S-3 (Registration No. 333-48439) filed on
March 23, 1998).
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3.5
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Articles
of Amendment of the Articles of Incorporation of HEICO Corporation, dated
as of November 2, 2003 (Incorporated by reference to Exhibit 3.5 to the
Form 10-K for the year ended October 31, 2003).
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3.6
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Bylaws
of HEICO Corporation (Incorporated by reference to Exhibit 3.1 to the Form
8-K filed on December 19, 2007).
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5.1
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Opinion
of Akerman Senterfitt.
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10.1
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HEICO
Corporation Amended and Restated 2002 Stock Option Plan (Incorporated by
reference to Appendix A to the Company’s Definitive Proxy Statement on
Schedule 14A, filed on February 28, 2008).
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23.1
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Consent
of Akerman Senterfitt (Included in Exhibit 5.1).
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23.2
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Consent
of Deloitte & Touche LLP.
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24.1
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Power
of Attorney (Included in the signature pages to the Registration
Statement).
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(1)
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To file, during any period in
which offers or sales are being made, a post-effective amendment to this
Registration Statement:
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i.
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To include any prospectus required
by section 10(a)(3) of the Securities Act of
1933;
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ii.
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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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective Registration
Statement;
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iii.
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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;
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(2)
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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.
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(3)
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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.
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(4)
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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 of 1934 (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
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(5)
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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 Commission such indemnification is against
public policy as expressed in the Securities 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
Securities Act and will be governed by the final adjudication of such
issue.
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HEICO
CORPORATION
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By:
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/s/ Thomas S.
Irwin
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Thomas S.
Irwin
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Executive Vice President
and
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Chief Financial
Officer
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(Principal Financial
and
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Accounting
Officer)
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Signature
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Title
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Date
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/s/ Laurans A. Mendelson
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Chairman,
President,
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September 16, 2009
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Laurans
A. Mendelson
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Director
(Principal Executive Officer)
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/s/ Samuel L. Higginbottom
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Director
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September 16, 2009
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Samuel
L. Higginbottom
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/s/ Mark H. Hildebrandt
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Director
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September 16, 2009
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Mark
H. Hildebrandt
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/s/ Wolfgang Mayrhuber
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Director
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September 16, 2009
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Wolfgang
Mayrhuber
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/s/ Eric A. Mendelson
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Director
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September 16, 2009
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Eric
A. Mendelson
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/s/ Victor H. Mendelson
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Director
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September 16, 2009
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Victor
H. Mendelson
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Director
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Albert
Morrison, Jr
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/s/ Alan Schriesheim
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Director
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September 16, 2009
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Alan
Schriesheim
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/s/ Frank J. Schwitter
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Director
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September 16, 2009
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Frank
J. Schwitter
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Exhibit
No.
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Description
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5.1
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Opinion
of Akerman Senterfitt.
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23.1
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Consent
of Akerman Senterfitt (Included in Exhibit 5.1).
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23.2
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Consent
of Deloitte & Touche LLP.
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24.1
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Power
of Attorney (Included in the signature pages to the Registration
Statement).
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