As filed with the Securities and Exchange Commission on March 30, 2009
Registration Nos. 333-106902; 333-85114; 333-82191; 333-30491; 33-79676; 33-34206; and 33-33881
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT TO
FORM S-8 REGISTRATION STATEMENT NO. 333-106902
FORM S-8 REGISTRATION STATEMENT NO. 333-85114
FORM S-8 REGISTRATION STATEMENT NO. 333-82191
FORM S-8 REGISTRATION STATEMENT NO. 333-30491
FORM S-8 REGISTRATION STATEMENT NO. 33-79676
FORM S-8 REGISTRATION STATEMENT NO. 33-34206
FORM S-8 REGISTRATION STATEMENT NO. 33-33881
UNDER THE SECURITIES ACT OF 1933
Alabama Aircraft Industries,
Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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84-0985295
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(State or other jurisdiction of
Incorporation)
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(IRS Employer
Identification No.)
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1943 North 50
th
Street
Birmingham, Alabama 35212
(205) 592-0011
(Address, including zip code, and telephone number, including
area code, of registrants principal executive offices)
Pemco Aviation Group, Inc. Nonqualified Stock Option Plan
Pemco Aviation Group, Inc. Nonqualified Stock Option Plan
Precision Standard, Inc. Nonqualified Stock Option Plan
Precision Standard,
Inc. Nonqualified Stock Option Plan and Precision Standard, Inc. Incentive Stock Option
and Appreciation Rights Plan
Precision Standard, Inc. Amended and Restated Nonqualified Stock Option Plan and Amended and Restated
Incentive Stock Option and Appreciation Rights Plan
Precision Standard, Inc. Incentive Stock Option Plan and Appreciation Rights Plan, Precision Standard, Inc.
Nonqualified Stock Option Plan
Precision Standard, Inc. Incentive Stock Option & Appreciation Rights
Plan, Precision Standard, Inc.
Nonqualified Option Plan
(Full Titles of the Plans)
Randall C. Shealy
Senior Vice President and Chief Financial Officer
1943 North 50
th
Street
Birmingham, Alabama 35212
(205) 592-0011
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Craig M. Garner, Esq.
Latham & Watkins LLP
12636
High Bluff Drive, Suite 300
San Diego, California 92130
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment to the Alabama Aircraft Industries, Inc. Registration Statements on Form S-8 listed below (collectively,
the Prior Registration Statements) is filed to deregister all securities that were previously registered and have not been sold or otherwise issued as of the date of the filing of this Post-Effective amendment under the (i) Pemco
Aviation Group, Inc. Nonqualified Stock Option Plan; (ii) Pemco Aviation Group, Inc. Nonqualified Stock Option Plan; (iii) Precision Standard, Inc. Nonqualified Stock Option Plan; (iv) Precision Standard, Inc. Nonqualified Stock
Option Plan and Precision Standard, Inc. Incentive Stock Option and Appreciation Rights Plan; (v) Precision Standard, Inc. Amended and Restated Nonqualified Stock Option Plan and Amended and Restated Incentive Stock Option and Appreciation
Rights Plan; (vi) Precision Standard, Inc. Incentive Stock Option Plan and Appreciation Rights Plan, Precision Standard, Inc. Nonqualified Stock Option Plan; and (vii) Precision Standard, Inc. Incentive Stock Option and Appreciation Rights
Plan, Precision Standard, Inc. Nonqualified Stock Option Plan and for which the Prior Registration Statements had remained in effect.
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1.
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Registration Statement No. 333-106902
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2.
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Registration Statement No. 333-85114
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3.
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Registration Statement No. 333-82191
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4.
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Registration Statement No. 333-30491
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5.
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Registration Statement No. 33-79676
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6.
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Registration Statement No. 33-34206
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7.
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Registration Statement No. 33-33881
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, 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 Post-Effective Amendment to the Prior Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 30, 2009
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ALABAMA AIRCRAFT INDUSTRIES, INC.
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By:
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/s/ R
ANDALL
C. S
HEALY
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Randall C. Shealy
Senior Vice President and Chief
Financial Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose signature appears below hereby appoints Randall C.
Shealy as his or her true and lawful attorney-in-fact to sign on his or her behalf and individually and in the capacity stated below and to file all amendments (including post-effective amendments) and make such changes and additions to the
Registration Statement, and to file the same, with all exhibits thereof, and other documents in connection therewith, with the Securities and Exchange Commission, granting 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 in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or
either of them, their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the
requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by the following persons in the capacities indicated, on the 30th day of March, 2009.
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Signature
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Capacity
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Date
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/s/ M
ICHAEL
E.
T
ENNENBAUM
Michael E. Tennenbaum
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Chairman, Director
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March 30, 2009
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/s/ H.T. B
OWLING
H.T. Bowling
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Vice Chairman, Director
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March 30, 2009
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/s/ R
ONALD
A.
A
RAMINI
Ronald A. Aramini
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President, Chief Executive Officer and Director
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March 30, 2009
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/s/ T
HOMAS
C.
R
ICHARDS
Thomas C. Richards
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Director
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March 30, 2009
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/s/ R
ONALD
W.
Y
ATES
Ronald W. Yates
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Director
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March 30, 2009
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/s/ R
OBERT
E.
J
OYAL
Robert E. Joyal
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Director
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March 30, 2009
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/s/ H
UGH
S
TEVEN
W
ILSON
Hugh Steven Wilson
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Director
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March 30, 2009
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/s/ R
ANDALL
C.
S
HEALY
Randall C. Shealy
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Senior Vice President and Chief Financial Officer
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March 30, 2009
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