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Decrane Aircraft Holdings Inc – IPO: ‘S-1/A’ on 4/14/97

As of: Monday, 4/14/97 · Accession #: 912057-97-12901 · File #: 333-19939

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/14/97  Decrane Aircraft Holdings Inc     S-1/A                  5:342K                                   Merrill Corp/FA

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement     11     69K 
                          (General Form)                                         
 2: EX-5.1      Opinion re: Legality                                   2      8K 
 3: EX-10.32    Ex 10.32 Form of Amend Agrmt.                          4     15K 
 4: EX-10.35    EX-10.35 Form of Loan and SEC. Agrmt. Among Decran    96    352K 
 5: EX-10.36    Agreement Between Ift and Hi                          37     81K

S-1/A — Pre-Effective Amendment to Registration Statement (General Form)
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Exhibits and Financial Statement Schedules Indemnification of Directors and Officers Other Expenses of Issuance and Distribution Recent Sales of Unregistered Securities Undertakings
1	1st Page - Filing Submission
3	Item 13. Other Expenses of Issuance and Distribution
"	Item 14. Indemnification of Directors and Officers
4	Item 15. Recent Sales of Unregistered Securities
5	Item 16. Exhibits and Financial Statement Schedules
7	Item 17. Undertakings

S-1/A 1st Page of 11 TOC ↑Top Previous Next ↓Bottom Just 1st
 
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 14, 1997

                                                      REGISTRATION NO. 333-19939
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 3 
TO
FORM S-1
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933

------------------------

DECRANE AIRCRAFT HOLDINGS, INC. 
(Exact name of registrant as specified in its charter)

                                                                [Download Table]
                                                                                
            DELAWARE                          3728                 34-1645569   
(State or Other Jurisdiction of   (Primary Standard Industrial  (I.R.S. Employer
 Incorporation or Organization)     Classification Code No.)     Identification 
                                                                      No.)      

155 MONTROSE WEST AVENUE
SUITE 210 
COPLEY, OH 44321
(330) 668-3061
(Address, including Zip Code, and Telephone Number, 
Including Area Code, of Registrant's Principal Executive Offices) 

R. JACK DECRANE 
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER 
DECRANE AIRCRAFT HOLDINGS, INC. 
155 MONTROSE WEST AVENUE
SUITE 210 
COPLEY, OH 44321
(330) 668-3061
(Name, Address, including Zip Code, and Telephone Number, 
including Area Code, of Agent for Service)
--------------------------

WITH COPIES TO: 

STEPHEN A. SILVERMAN, ESQ.                KENNETH J. BARONSKY, ESQ. 
      SPOLIN & SILVERMAN                 MILBANK, TWEED, HADLEY & McCLOY
100 Wilshire Boulevard, Suite 940            601 S. Figueroa, 30th Floor    
Santa Monica, California 90401            Los Angeles, California 90017 
(310) 576-1221                            (213) 892-4000

--------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT. 
--------------------------

   If any of the securities being registered on this form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933, check the following box. / /                                              

If this form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering. / /                     

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. / /                                                      

  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /                                             

CALCULATION OF REGISTRATION FEE 

                                                        [Enlarge/Download Table]

                                                 PROPOSED MAXIMUM   PROPOSED MAXIMUM                       
        TITLE OF SECURITIES      AMOUNT TO BE     OFFERING PRICE   AGGREGATE OFFERING        AMOUNT OF     
         TO BE REGISTERED       REGISTERED (1)     PER SHARE (2)        PRICE (2)      REGISTRATION FEE (2)
                                                                                                           
Common Stock, Par Value, $.01  2,987,040 Shares       $15.00           $44,805,600          $13,577(3)     

(1) Includes 389,614 shares of Common Stock issuable upon exercise of the       
Underwriters' over-allotment option.                                    

(2) Estimated solely for the purpose of determining the registration fee        
pursuant to Rule 457.                                                   

(3) Previously paid.                                                            

--------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION       
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF  
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT    
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,  
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.                            

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

S-1/A 2nd Page of 11 TOC 1st Previous Next ↓Bottom Just 2nd
EXPLANATORY NOTE

 This Amendment No. 3 is being filed by DeCrane Aircraft Holdings, Inc., a
Delaware corporation (the "Company"), in order to amend certain portions of Part
II of the Company's Registration Statement on Form S-1. Accordingly, Part I of  
the Form S-1 is not included in this Amendment No. 3.                           

S-1/A 3rd Page of 11 TOC 1st Previous Next ↓Bottom Just 3rd
PART II 
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                            

The following is an itemization of all estimated expenses incurred or   
expected to be incurred by the Registrant in connection with the issuance and   
distribution of the securities being registered hereby, other than underwriting 
discounts and commissions.                                                      

                                                        [Enlarge/Download Table]

ITEM                                                                                AMOUNT    
-------------------------------------------------------------------------------  -------------
                                                                                              
SEC Registration Fee...........................................................  $      13,577
NASD Filing Fee................................................................          4,981
Nasdaq National Marketing Listing Fee..........................................         30,500
Blue Sky Filing Fees and Expenses..............................................          3,000
Printing and Engraving Costs...................................................        225,000
Transfer Agent Fees............................................................          5,000
Legal Fees and Expenses........................................................        745,000
Accounting Fees and Expenses...................................................        340,000
Miscellaneous..................................................................         20,442
                                                                                 -------------
    Total......................................................................  $   1,387,500

All amounts are estimated except for the SEC Registration Fee, the NASD 
Filing Fee and the NASDAQ National Market Listing Fee.                          

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS                              

   The Company's Certificate of Incorporation contains a provision eliminating
or limiting director liability to the Company and its stockholders for monetary 
damages arising from acts or omissions in the director's capacity as a director.
The provision does not, however, eliminate or limit the personal liability of a 
director: (i) for any breach of such director's duty of loyalty to the Company  
or its stockholders; (ii) for acts or omissions not in good faith or which      
involve intentional misconduct or a knowing violation of law; (iii) under the   
Delaware statutory provision making directors personally liable, under a        
negligence standard, for unlawful dividends or unlawful stock purchases or      
redemptions; or (iv) for any transaction from which the director derived an     
improper personal benefit. This provision offers persons who serve on the Board 
of Directors of the Company protection against awards of monetary damages       
resulting from breaches of their duty of care (except as indicated above). As a 
result of this provision, the ability of the Company or a stockholder thereof to
successfully prosecute an action against a director for breach of his duty of   
care is limited. However, the provision does not affect the availability of     
equitable remedies such as an injunction or recision based upon a director's    
breach of his duty of care. The Commission has taken the position that the      
provision will have no effect on claims arising under the Federal securities    
laws.                                                                           

In addition, the Certificate of Incorporation and the Company's Bylaws  
provide for mandatory indemnification rights, subject to limited exceptions, to 
any director or executive officer of the Company who by reason of the fact that 
he or she is a director or officer of the Company, is involved in a legal       
proceeding of any nature. Such indemnification rights include reimbursement for 
expenses incurred by such director or officer in advance of the final           
disposition of such proceeding in accordance with the applicable provisions of  
GCLSD. The Company may from time to time agree to provide similar               
indemnifications to certain employees and other agents.                         

The Company also maintains directors' and officers' liability insurance.

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   In addition, the Underwriting Agreement provides for indemnification by the
Underwriters of the Registrant, its directors and officers against certain      
liabilities, including liabilities under the Securities Act of 1933, as amended.

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES                               

   (1)  Pursuant to a Securities Purchase Agreement dated November 2, 1994 and
Electra Investment Trust P.L.C. and Electra Associates, Inc (collectively,      
"Electra") and DSV Partners, the Company sold 271,471 shares of Series C        
preferred stock for a purchase price of $1.50 per share. The sale of these      
securities was exempt from registration pursuant to Section 4(2) of the Act.    

(2)  Pursuant to an Amended and Restated Credit Agreement dated as of   
November 2, 1994 among the Company, Provident Bank ("Provident") and            
Internationale Nederlanden (U.S.) Capital Corporation ("ING), the Company issued
warrants to purchase an aggregate of 84,748 shares of Common Stock in connection
with the amendment and restatement of the Company's credit agreement. Also in   
connection with the Amended and Restated Credit Agreement the Company issued    
warrants to purchase an aggregate of 94,558 shares of Common Stock to a former  
lender to the Company. The issuance of these securities was exempt from         
registration pursuant to Section 4(2) of the Act.                               

(3)  Pursuant to a Securities Purchase Agreement dated as of November 2,
1994 among the Company and Electra, the Company issued for a purchase price of  
$7.0 million (i) 12% Senior Subordinated Notes due December 31, 2001 having an  
aggregate principal amount of $7.0 million, and (ii) warrants to purchase       
266,990 shares of Common Stock. The issuance of these securities was exempt from
registration pursuant to Section 4(2) of the Act.                               

 (4)  Pursuant to a Securities Purchase Agreement dated as of February 20,
1996 among the Company, Nassau Capital Partners, L.P. and NAS Partners I,       
L.L.C., the Company issued an aggregate purchase price of $6.5 million (i)      
2,000,000 shares of Series D Preferred Stock, and (ii) warrants to purchase     
194,618 shares of Common Stock. The issuance of these securities was exempt from
registration pursuant to Section 4(2) of the Act.                               

    (5)  In January 1994, the Company sold 2,269 shares of Common Stock for $.53
per share to John Schnepf. Such securities were sold pursuant to the exercise of
stock options.                                                                  

(6)  Pursuant to a Securities Purchase Agreement dated February 9, 1996 
among the Company, R.G. MacDonald, Charles Becker, Robert Rankin and John Hinson
the Company sold 75,000 shares of Series C preferred stock for a purchase price 
of $1.50 per share. The sale of these securities was exempt from registration   
pursuant to Section 4(2) of the Act.                                            

 (7)  Pursuant to a Securities Purchase Agreement dated September 18, 1996
among the Company, Nassau the Company sold (i) $2.0 million aggregate principal 
amount of 15% convertible Notes and 49,079 warrants to purchase Common Stock for
a purchase price of $3.0 million, and (ii) 750,000 shares of Series E Preferred 
Stock and 49,079 warrants to purchase Common Stock for a purchase price of $3.0 
million. The issuance of such securities was exempt from registration under     
Section 4(2) of the Act.                                                        

(8)  Pursuant to an Amended and Restated Credit Agreement dated as of   
September 18, 1996 among the Company, Provident and Internationale Nederlanden  
(U.S.) Capital Corporation., ING and Provident Bank, the Company issued 70,892  
warrants to purchase Common Stock as additional consideration for amendments to 
documents governing certain indebtedness of the Company. The issuance of these  
securities was exempt from registration pursuant to Section 4(2) of the Act.    

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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                             

(a) Exhibits                                                            

                                                        [Enlarge/Download Table]
                                                                                           
  1.1  Form of Underwriting Agreement**                                                    

  3.1  Certificate of Incorporation of Registrant**                                        

  3.2  Bylaws of Registrant**                                                              

  4.1  Specimen Certificate (incorporated by reference to Exhibit 2(1) of the Company's    
         Form 8-A/A filed April 14, 1997)                                                  

  5.1  Opinion of Spolin & Silverman (re legality)                                         

 10.1  1993 Share Incentive Plan**                                                         

 10.2  Tax Sharing Agreement dated March 15, 1993 between the Company TSH and Hollingsead  
         International, Inc.**                                                             

 10.3  Employment Agreement dated September 1, 1994 between the Company and R. Jack        
         DeCrane**                                                                         

 10.4  Employment Agreement dated June 28, 1993 between the Company and R. G. MacDonald**  

 10.5  Restrictive Covenant Agreement among the Company, ADS Acquisition, Inc. and the     
         Allard Children's Trust f/b/o John R. Allard**                                    

 10.6  Restrictive Covenant Agreement among the Company, ADS Acquisition, Inc. and the     
         Allard Children's Trust f/b/o Michael E. Allard**                                 

 10.7  Restrictive Covenant Agreement among the Company, ADS Acquisition, Inc. and Younes  
         Nazarian**                                                                        

 10.8  Restrictive Covenant Agreement among the Company, ADS Acquisition, Inc. and David   
         and Angela Nazarian, Trustees of the Nazarian Family Trust**                      

 10.9  Restrictive Covenant Agreement among the Company, ADS Acquisition, Inc. and Gerald  
         R. Allard, Trustee of the Gerald R. Allard Revocable Trust of 1994**              

10.10  Fourth Amended and Restated Registration Rights Agreement dated September 18, 1996  
         among the Company, Banc One Capital Partners Corporation, Brantley Venture        
         Partners II, L.P., R. Jack DeCrane, DSV Parnters, IV, Electra Investment Trust,   
         P.L.C., Internationale Nederlanden (U.S.) Capital Corporation, Electra Associates,
         Inc., The Provident Bank, Nassau Capital Partners L.P., NAS Partner I L.L.C.**    

10.11  Fourth Amended and Restated Shareholders Agreement dated September 18, 1996 among   
         the Company, Banc One Capital Partners Corporation, Brantley Venture Partners II, 
         L.P., R. Jack DeCrane, DSV Partners, IV, Electra Investment Trust, P.L.C.,        
         Internationale Nederlanden (U.S.) Capital Corporation, Electra Associates, Inc.,  
         The Provident Bank, Nassau Capital Partners L.P., NAS Partner I L.L.C.**          

10.12  Lease dated September 1989 as amended on December 15, 1993 among Continental        
         Development Corporation, Tri-Star Electronics, Inc., and Cory Components, Inc. for
         real property in El Segundo, CA**                                                 

10.13  Amended and Restated Credit Agreement, dated September 18, 1996, among the Comapny, 
         ADS Acquisition, Inc., Tri-Star Holdings, Inc., Tri-Star Electronics              
         International, Inc., Tri-Star Technologies, Inc., Tri-Star Technologies, Tri-Star 
         Electronics Europe S.A., Mezzovico, Cory Holdings, Inc., Cory Components, Inc.,   
         Hollingsead International, Inc., Hollingsead International Limited, The Provident 
         Bank, and Internationale Nederlanden (U.S.) Capital Corporation**                 

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                                                        [Enlarge/Download Table]
                                                                                          
10.14  General Terms Agreement dated July 5, 1995 between the Boeing Company and Cory     
         Components, Number 6-5752-0002**                                                 

10.15  Special Business Provisions dated November 30, 1995 between the Boeing Company and 
         Cory Components, Number 6-5752-0004**                                            

10.16  Purchase Agreement 9423JC4548 between Boeing Defense & Space-Irving Co. and Cory   
         Components, January 1, 1995 through December 31, 1999**                          

10.17  Electrical Contact Procurement Contract Letter of Agreement, dated June 28, 1993   
         between Boeing Commercial Airplane Group and Tri-Star Electronics International**

10.18  Asset Purchase and Sale Agreement by and among Allard Industries, Inc., Gerald R.  
         Allard, Trustee of the Gerald R. Allard Revocable Trust of 1994, The Allard      
         Children's Trust f/b/o John Allard, The Allard Children's Trust f/b/o Michael E. 
         Allard, Younes Nazarian and David and Angela Nazarian, Trustees of the Nazarian  
         Family Trust, the principal shareholders of Allard, the Company and ADS          
         Acquisition, Inc.**                                                              

10.19  Assets Purchase and Sale Agreement dated December 4, 1996 among the Company, EE    
         Acquisition, Inc., William Lyon, and Elsinore LP**                               

10.20  Asset Purchase and Sale Agreement dated November 25, 1996 among AMP, Incorporated, 
         the Whitaker Corporation and DeCrane Aircraft Holdings, Inc.**                   

10.21  Stock Purchase Agreement, dated January 1, 1995, among the Company and Cory        
         Components, Inc.**                                                               

10.22  Securities Purchase Agreement, dated September 18, 1996 among the Company, Nassau  
         Capital Partners L.P., NAS Partners I L.L.C., and Electra Investment Trust       
         P.L.C.**                                                                         

10.23  Securities Purchase Agreement, dated February 20, 1996 among the Company, Nassau   
         Capital Partners L.P. and NAS Partners I L.L.C.**                                

10.24  Securities Purchase Agreement dated November 2, 1994, as amended on February 20,   
         1996, among the Company, Electra Investment Trust P.L.C. and Electra Associates, 
         Inc.**                                                                           

10.25  Letter Agreement dated November 24, 1994 between the Company and Charles Becker**  

10.26  Warrant Agreement dated November 2, 1994 between the Company and Internationale    
         Nederlanden (U.S.) Capital Corporation**                                         

10.27  Form of Warrant Agreement relating to the Company's Series E Warrants**            

10.28  Form of Warrant Agreement relating to the Company's Series F Warrants**            

10.29  Form of Warrant Agreement relating to the Company's Series G Warrants**            

10.30  Form of Warrant Agreement relating to the Company's Series H Warrants**            

10.31  Share Purchase Agreement dated February 9, 1996 among the Company, R.G. MacDonald, 
         Charles Becker, Robert Rankin**                                                  

10.32  Form of Amendment Agreement dated March 7, 1997 between the Company and Nassau     

10.33  401(k) Salary Reduction Non-Standardized Adoption Agreement dated April 30, 1992   
         between the Company and The Lincoln National Life Insurance Company**            

10.34  Agreement dated January 10, 1997 among the Company and its shareholders relating to
         the Recapitalization**                                                           

10.35  Form of Loan and Security Agreement among DeCrane Aircraft Holdings, Inc., Bank of 
         America Illinois, as agent and lender, and the other lenders party thereto       

10.36  Agreement dated July 30, 1996 between Interactive Flight Technologies and          
         Hollingsead International, Inc.                                                  

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                                                                [Download Table]
                                                                            
11.1  Statement regarding computation of per share earnings of the Company**

21.1  List of Subsidiaries of Registrant**                                  

23.1  Consent of Price Waterhouse, LLP**                                    

23.2  Consent of Spolin & Silverman (included in Exhibit 5.1)               

24.1  Power of Attorney (appears on signature page)**                       

27    Financial Data Schedule**                                             

------------------------                                                        

** Previously filed.                                                            

(b) FINANCIAL STATEMENT SCHEDULE:                                       

Schedule II--Valuation and Qualifying Accounts                  

All other schedules are omitted because they are not applicable or the  
required information is shown in the financial statements or notes thereto.     

ITEM 17. UNDERTAKINGS                                                           

(a) The undersigned Registrant hereby undertakes to provide to the      
Underwriters at the Closing specified in the Underwriting Agreement certificates
in such denominations and registered in such names as required by the           
Underwriters to permit prompt delivery to each purchaser.                       

   (b) Insofar as indemnification for liabilities arising under the Securities
Act, 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 Securities and Exchange 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 of 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.                                               

(c) The undersigned Registrant hereby undertakes that:                  

       (1) For purposes of determining any liability under the Securities Act,
 the information omitted from the form of prospectus filed as part of this
    Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 
497(h) under the Securities Act shall be deemed to be part of this      
Registration Statement as of the time it was declared effective.        

     (2) For the purpose of determining any liability under the Securities
   Act, each post-effective amendment that contains a form of prospectus 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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SIGNATURES

   This Amendment to Registration Statement and Power of Attorney, pursuant to
the requirements of the Securities Act of 1933, as amended, has been signed on  
its behalf by the undersigned, thereunto duly authorized, in the State of       
California, on this 14th day of April, 1997.                                    

               DECRANE AIRCRAFT HOLDINGS, INC.

         By:  /s/  R. JACK DECRANE
                                    ------------------------------------------
               Name: R. Jack DeCrane
                         Title:Chairman of the Board and
                     Chief Executive

POWER OF ATTORNEY 

   Pursuant to the requirement of the Securities Act of 1933, as amended, this
Amendment to Registration Statement have been signed below by the following     
persons in the capacities and on the dates indicated.                           

                                                        [Enlarge/Download Table]

                  SIGNATURE                            CAPACITY                   DATE        
---------------------------------------------  -------------------------  --------------------
                                                                                              
             /s/ R. JACK DECRANE               Chairman of the Board,                         
 -------------------------------------------     Chief Executive Officer     April 14, 1997   
               R. Jack DeCrane                   and Director                                 

              R. G. MACDONALD*                 Vice Chairman of the                           
 -------------------------------------------     Board and Director          April 14, 1997   
               R. G. MacDonald                                                                

                                               Chief Financial Officer                        
              ROBERT A. RANKIN*                  and Secretary                                
 -------------------------------------------     (principal accounting       April 14, 1997   
              Robert A. Rankin                   officer)                                     

              JAMES R. BERGMAN*                                                               
 -------------------------------------------   Director                      April 14, 1997   
              James R. Bergman                                                                

               PAUL H. CASCIO*                                                                
 -------------------------------------------   Director                      April 14, 1997   
               Paul H. Cascio                                                                 

            JONATHAN A. SWEEMER*                                                              
 -------------------------------------------   Director                      April 14, 1997   
             Jonathan A. Sweemer                                                              

        *By:      /s/ R. JACK DECRANE                                                         
 -------------------------------------------   Attorney in fact              April 14, 1997   
               R. Jack DeCrane                                                                

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EXHIBIT INDEX 

                                                        [Enlarge/Download Table]

  EXHIBIT                                                                                                           
  NUMBER                                               DESCRIPTION                                             PAGE 
-----------  ------------------------------------------------------------------------------------------------  -----
                                                                                                                    
      1.1    Form of Underwriting Agreement**                                                                       

      3.1    Certificate of Incorporation of Registrant**                                                           

      3.2    Bylaws of Registrant**                                                                                 

      4.1    Specimen Certificate (incorporated by reference to Exhibit 2(1) of the Company's Form 8-A/A            
               filed April 14, 1997)                                                                                

      5.1    Opinion of Spolin & Silverman (re legality)                                                            

     10.1    1993 Share Incentive Plan**                                                                            

     10.2    Tax Sharing Agreement dated March 15, 1993 between the Company TSH and Hollingsead                     
               International, Inc.**                                                                                

     10.3    Employment Agreement dated September 1, 1994 between the Company and R. Jack DeCrane**                 

     10.4    Employment Agreement dated June 28, 1993 between the Company and R. G. MacDonald**                     

     10.5    Restrictive Covenant Agreement among the Company, ADS Acquisition, Inc. and the Allard                 
               Children's Trust f/b/o John R. Allard**                                                              

     10.6    Restrictive Covenant Agreement among the Company, ADS Acquisition, Inc. and the Allard                 
               Children's Trust f/b/o Michael E. Allard**                                                           

     10.7    Restrictive Covenant Agreement among the Company, ADS Acquisition, Inc. and Younes Nazarian**          

     10.8    Restrictive Covenant Agreement among the Company, ADS Acquisition, Inc. and David and Angela           
               Nazarian, Trustees of the Nazarian Family Trust**                                                    

     10.9    Restrictive Covenant Agreement among the Company, ADS Acquisition, Inc. and Gerald R. Allard,          
               Trustee of the Gerald R. Allard Revocable Trust of 1994**                                            

     10.10   Fourth Amended and Restated Registration Rights Agreement dated September 18, 1996 among the           
               Company, Banc One Capital Partners Corporation, Brantley Venture Partners II, L.P., R. Jack          
               DeCrane, DSV Parnters, IV, Electra Investment Trust, P.L.C., Internationale Nederlanden (U.S.)       
               Capital Corporation, Electra Associates, Inc., The Provident Bank, Nassau Capital Partners           
               L.P., NAS Partner I L.L.C.**                                                                         

     10.11   Fourth Amended and Restated Shareholders Agreement dated September 18, 1996 among the Company,         
               Banc One Capital Partners Corporation, Brantley Venture Partners II, L.P., R. Jack DeCrane,          
               DSV Partners, IV, Electra Investment Trust, P.L.C., Internationale Nederlanden (U.S.) Capital        
               Corporation, Electra Associates, Inc., The Provident Bank, Nassau Capital Partners L.P., NAS         
               Partner I L.L.C.**                                                                                   

     10.12   Lease dated September 1989 as amended on December 15, 1993 among Continental Development               
               Corporation, Tri-Star Electronics, Inc., and Cory Components, Inc. for real property in El           
               Segundo, CA**                                                                                        

     10.13   Amended and Restated Credit Agreement, dated September 18, 1996, among the Comapny, ADS                
               Acquisition, Inc., Tri-Star Holdings, Inc., Tri-Star Electronics International, Inc., Tri-Star       
               Technologies, Inc., Tri-Star Technologies, Tri-Star Electronics Europe S.A., Mezzovico, Cory         
               Holdings, Inc., Cory Components, Inc., Hollingsead International, Inc., Hollingsead                  
               International Limited, The Provident Bank, and Internationale Nederlanden (U.S.) Capital             
               Corporation**                                                                                        

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                                                        [Enlarge/Download Table]

  EXHIBIT                                                                                                           
  NUMBER                                               DESCRIPTION                                             PAGE 
-----------  ------------------------------------------------------------------------------------------------  -----
                                                                                                                    
     10.14   General Terms Agreement dated July 5, 1995 between the Boeing Company and Cory Components,             
               Number 6-5752-0002**                                                                                 

     10.15   Special Business Provisions dated November 30, 1995 between the Boeing Company and Cory                
               Components, Number 6-5752-0004**                                                                     

     10.16   Purchase Agreement 9423JC4548 between Boeing Defense & Space-Irving Co. and Cory Components,           
               January 1, 1995 through December 31, 1999**                                                          

     10.17   Electrical Contact Procurement Contract Letter of Agreement, dated June 28, 1993 between Boeing        
               Commercial Airplane Group and Tri-Star Electronics International**                                   

     10.18   Asset Purchase and Sale Agreement by and among Allard Industries, Inc., Gerald R. Allard,              
               Trustee of the Gerald R. Allard Revocable Trust of 1994, The Allard Children's Trust f/b/o           
               John Allard, The Allard Children's Trust f/b/o Michael E. Allard, Younes Nazarian and David          
               and Angela Nazarian, Trustees of the Nazarian Family Trust, the principal shareholders of            
               Allard, the Company and ADS Acquisition, Inc.**                                                      

     10.19   Assets Purchase and Sale Agreement dated December 4, 1996 among the Company, EE Acquisition,           
               Inc., William Lyon, and Elsinore LP**                                                                

     10.20   Asset Purchase and Sale Agreement dated November 25, 1996 among AMP, Incorporated, the Whitaker        
               Corporation and DeCrane Aircraft Holdings, Inc.**                                                    

     10.21   Stock Purchase Agreement, dated January 1, 1995, among the Company and Cory Components, Inc.**         

     10.22   Securities Purchase Agreement, dated September 18, 1996 among the Company, Nassau Capital              
               Partners L.P., NAS Partners I L.L.C., and Electra Investment Trust P.L.C.**                          

     10.23   Securities Purchase Agreement, dated February 20, 1996 among the Company, Nassau Capital               
               Partners L.P. and NAS Partners I L.L.C.**                                                            

     10.24   Securities Purchase Agreement dated November 2, 1994, as amended on February 20, 1996, among the       
               Company, Electra Investment Trust P.L.C. and Electra Associates, Inc.**                              

     10.25   Letter Agreement dated November 24, 1994 between the Company and Charles Becker**                      

     10.26   Warrant Agreement dated November 2, 1994 between the Company and Internationale Nederlanden            
               (U.S.) Capital Corporation**                                                                         

     10.27   Form of Warrant Agreement relating to the Company's Series E Warrants**                                

     10.28   Form of Warrant Agreement relating to the Company's Series F Warrants**                                

     10.29   Form of Warrant Agreement relating to the Company's Series G Warrants**                                

     10.30   Form of Warrant Agreement relating to the Company's Series H Warrants**                                

     10.31   Share Purchase Agreement dated February 9, 1996 among the Company, R.G. MacDonald, Charles             
               Becker, Robert Rankin**                                                                              

     10.32   Form of Amendment Agreement dated March 7, 1997 between the Company and Nassau                         

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  EXHIBIT                                                                                                           
  NUMBER                                               DESCRIPTION                                             PAGE 
-----------  ------------------------------------------------------------------------------------------------  -----
                                                                                                                    
     10.33   401(k) Salary Reduction Non-Standardized Adoption Agreement dated April 30, 1992 between the           
               Company and The Lincoln National Life Insurance Company.**                                           

     10.34   Agreement dated January 10, 1997 among the Company and its shareholders relating to the                
               Recapitalization.**                                                                                  

     10.35   Form of Loan and Security Agreement among DeCrane Aircraft Holdings, Inc., Bank of America             
               Illinois, as agent and lender, and the other lenders party thereto.                                  

     10.36   Agreement dated July 30, 1996 between Interactive Flight Technologies and Hollingsead                  
               International, Inc.                                                                                  

     11.1    Statement regarding computation of per share earnings of the Company**                                 

     21.1    List of Subsidiaries of Registrant**                                                                   

     23.1    Consent of Price Waterhouse LLP**                                                                      

     23.2    Consent of Spolin & Silverman (included in Exhibit 5.1)                                                

     24.1    Power of Attorney (appears on signature page)**                                                        

     27      Financial Data Schedule**                                                                              

------------------------                                                        

** Previously filed.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-1/A’ Filing	Date	First	Last	Other Filings

	12/31/01	4		10-K
	12/31/99	6	10	10-K
Filed on:	4/14/97	1	9	8-A12G/A
	3/7/97	6	10
	1/10/97	6	11
	12/4/96	6	10
	11/25/96	6	10
	9/18/96	4	10
	7/30/96	6	11
	2/20/96	4	10
	2/9/96	4	10
	11/30/95	6	10
	7/5/95	6	10
	1/1/95	6	10
	11/24/94	6	10
	11/2/94	4	10
	9/1/94	5	9
	12/15/93	5	9
	6/28/93	5	10
	3/15/93	5	9
	4/30/92	6	11
				List all Filings

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Filing Submission 0000912057-97-012901 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Decrane Aircraft Holdings Inc – IPO: ‘S-1/A’ on 4/14/97

As of: Monday, 4/14/97 · Accession #: 912057-97-12901 · File #: 333-19939

Previous ‘S-1’: ‘S-1/A’ on 3/27/97 · Next: ‘S-1/A’ on 4/15/97 · Latest: ‘S-1/A’ on 10/6/03

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1Filing Table of Contents

S-1/A — Pre-Effective Amendment to Registration Statement (General Form)Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents

S-1/A — Pre-Effective Amendment to Registration Statement (General Form)
Document Table of Contents