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As filed with the Securities and Exchange Commission on November 1, 2010
Registration No. 333- __________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ATLAS AIR WORLDWIDE HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction of Incorporation
or Organization)
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13-4146982
(I.R.S. Employer
Identification No.) |
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2000 Westchester Avenue
Purchase, New York
(Address of Principal Executive Offices)
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10577
(Zip Code) |
Atlas Air Worldwide Holdings, Inc. 2007 Incentive Plan, as amended
(Full Title of the Plan)
Adam R. Kokas
Senior Vice President, General Counsel, and Secretary
Atlas Air Worldwide Holdings, Inc.
2000 Westchester Avenue
Purchase, NY 10577-2543
(Name and Address of Agent For Service)
(914) 701-8000
(Telephone Number, Including Area Code, of Agent For Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of large accelerated filer, accelerated filer and
smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o |
Accelerated filer þ |
Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Proposed |
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Proposed |
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Title of |
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Maximum |
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Maximum |
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Securities to be |
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Amount to be |
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Offering Price Per |
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Aggregate |
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Amount of |
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Registered |
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Registered(1) |
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Share(2) |
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Offering Price(2) |
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Registration Fee |
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Common Stock, $.01 par value per share |
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500,000 shares |
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$52.735 |
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$26,367,500.00 |
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$1,880.00 |
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(1) |
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In accordance with Rule 416 under the Securities Act of 1933, as amended (the Securities
Act), this Registration Statement shall be deemed to cover any additional securities that may from
time to time become issuable under the above-named plan to prevent dilution resulting from stock
splits, stock dividends or similar transactions. |
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(2) |
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Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c)
and Rule 457(h) on the basis of the average of the high and low prices of the Atlas Air Worldwide
Holdings, Inc. Common Shares, par value $0.01, reported on the Nasdaq Global Select Market on October 29, 2010. |
EXPLANATORY NOTE
This Registration Statement registers additional securities of the same class as other securities
for which two registration statements filed on Form S-8 (SEC File Nos. 333-158120 and 333-143240,
respectively) of the Registrant are effective. The information contained in the Registrants
registration statements on Form S-8 (SEC File Nos. 333-158120 and 333-143240, respectively), filed
with the Securities and Exchange Commission on March 20, 2009 and May 24, 2007, respectively, is
hereby incorporated by reference pursuant to General Instruction E.
TABLE OF CONTENTS
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Purchase, State of New York, on the
29th day of October, 2010.
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Atlas Air Worldwide Holdings, Inc.
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By: |
/s/ William J. Flynn
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William J. Flynn |
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President & Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates indicated.
In addition, the undersigned directors and officers of Atlas Air Worldwide Holdings, Inc.,
hereby severally constitute and appoint William J. Flynn, John W. Dietrich, Spencer Schwartz and
Adam R. Kokas and each of them singly, their true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated below, any and all
amendments (including post-effective amendments and any registration statements relating to the
same offering effective upon filing pursuant to Rule 462(b)) or supplements to the Registration
Statement on Form S-8 of Atlas Air Worldwide Holdings, Inc., and generally to do all such things in
our name and on our behalf in our capacities indicated below to enable Atlas Air Worldwide
Holdings, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be required by our said attorneys or any of them or their substitute or
resubstitute, may lawfully do or cause to be done by virtue hereof.
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Signature |
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Title |
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Date |
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/s/ William J. Flynn
William J. Flynn
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President and Chief Executive Officer
(Principal Executive Officer), and Director
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October 29, 2010 |
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/s/ Spencer Schwartz
Spencer Schwartz
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Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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October 29, 2010 |
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/s/ Eugene I. Davis
Eugene I. Davis
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Chairman and Director
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October 29, 2010 |
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/s/ Robert F. Agnew
Robert F. Agnew
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Director
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October 29, 2010 |
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/s/ Timothy J. Bernlohr
Timothy J. Bernlohr
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Director
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October 29, 2010 |
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/s/ James S. Gilmore III
James S. Gilmore III
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Director
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October 29, 2010 |
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/s/ Carol B. Hallett
Carol B. Hallett
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Director
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October 29, 2010 |
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/s/ Frederick McCorkle
Frederick McCorkle
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Director
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October 29, 2010 |
EXHIBIT INDEX
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Exhibit Number |
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Description of Exhibit |
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5.1
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Opinion of Ropes & Gray LLP (filed herewith). |
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23.1
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Consent of PricewaterhouseCoopers LLP (filed herewith). |
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23.2
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Consent of Ropes & Gray LLP (included in Opinion filed as Exhibit 5.1). |
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24.1
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Power of Attorney (included as part of signature page attached hereto). |
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99.1
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Atlas Air Worldwide Holdings, Inc. 2007 Incentive Plan, as amended,
incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report
on Form 10-Q for the quarter ended June 30, 2010. |