Securities Registration: Employee Benefit Plan (s-8)

Date : 08/01/2019 @ 7:35PM
Source : Edgar (US Regulatory)
Stock : Atlas Air Worldwide Holdings (AAWW)
Quote : 22.17  -2.04 (-8.43%) @ 4:00AM
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Securities Registration: Employee Benefit Plan (s-8)

 

 

Registration No. 333-            

 

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)

 

 

 

Delaware 13-4146982

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

 

2000 Westchester Avenue

Purchase, New York 10577

(914) 701-8000

(Address of principal executive offices)

(Telephone number)

 

2018 Incentive Plan, as amended

(Full name of plan)

 

Adam R. Kokas

Executive Vice President, General Counsel and Secretary

Atlas Air Worldwide Holdings, Inc.

2000 Westchester Avenue

Purchase, New York 10577

(914) 701-8000

(Name and address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x Accelerated filer ¨
       
Non-accelerated filer ¨   Smaller reporting company ¨

 

 

  Emerging growth company      ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

 

 

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities

to be Registered

Amount

to be

Registered  (1)

Proposed

Maximum

Offering Price

per Share

Proposed

Maximum

Aggregate

Offering Price

Amount of

Registration Fee

Common Stock, $0.01 per share 935,000 shares   $44.62 (2) $41,719,700.00 $5,056.43

(1) This registration statement (the “Registration Statement”) also covers an indeterminate number of additional shares that may be issued upon any stock split, stock dividend, recapitalization or other similar transaction in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).

(2) This estimation is solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act and is based upon the average of the high and low sales prices of our shares of common stock, par value $0.01 per share (the “Common Stock”), on July 29, 2019, as reported on the NASDAQ Global Select Market.

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 935,000 shares of common stock, par value $0.01 per share, of Atlas Air Worldwide Holdings, Inc. (the “Registrant”) issuable pursuant to the Registrant’s 2018 Incentive Plan, as amended. Pursuant to General Instruction E to Form S-8, the contents of the Registrant’s previously filed Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 1, 2018 ( Registration No. 333-228111 ) are hereby incorporated herein by reference to the extent not otherwise amended or superseded by the contents hereof.

 

 

 

 

Part II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

Exhibit
Number
  Description
     
4.1   Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed February 21, 2001)
     
4.2   Certificate of Amendment of Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 filed November 3, 2016)
     
4.3  

Amended and Restated By-Laws (incorporated by reference to Exhibit 3 to the Registrant’s Current Report on Form 8-K. filed December 15, 2016)

     
4.4   2018 Incentive Plan, as amended (incorporated by reference to Exhibit B to the Registrant’s Definitive Proxy Statement filed April 19, 2019)
     
5.1   Opinion of Cravath, Swaine & Moore LLP
     
23.1   Consent of  Cravath, Swaine & Moore LLP (included in Exhibit 5.1)
     
23.2   Consent of PricewaterhouseCoopers LLP
     
24.1   Powers of Attorney (included as part of signature page attached hereto)

 

 

 

  SIGNATURES

 

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 1st day of August, 2019.

 

  ATLAS AIR WORLDWIDE HOLDINGS, INC.
     
  By: /s/ William J. Flynn
    William J. Flynn
    Chief Executive Officer

  

POWERS OF ATTORNEY

 

Pursuant to the requirements of the Securities Act of 1933, as amended, 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, Adam R. Kokas and Spencer Schwartz 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.

 

Signatures

 

Title

 

Dates

         

/s/ Robert F. Agnew

Robert F. Agnew

 

Chairman of the Board of Directors

 

  August 1, 2019
         

/s/ William J. Flynn

William J. Flynn 

  Chief Executive Officer and Director (Principal Executive Officer)   August 1, 2019
         

/s/ Spencer Schwartz

Spencer Schwartz 

  Executive Vice President and Chief Financial Officer (Principal Financial Officer)   August 1, 2019
         

/s/ Keith H. Mayer

Keith H. Mayer 

  Senior Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)   August 1, 2019
         

/s/ Timothy J. Bernlohr

Timothy J. Bernlohr

  Director   August 1, 2019
         

/s/ Charles F. Bolden, Jr.

Charles F. Bolden, Jr.

  Director   August 1, 2019
         

/s/ Bobby J. Griffin

Bobby J. Griffin

  Director   August 1, 2019
         

/s/ Carol B. Hallett

Carol B. Hallett 

  Director   August 1, 2019
         

/s/ Jane H. Lute

Jane H. Lute

 

Director

 

August 1, 2019

       

/s/ Duncan J. McNabb

Duncan J. McNabb

  Director   August 1, 2019
         

/s/ Sheila A. Stamps

Sheila A. Stamps

  Director   August 1, 2019
         

/s/ John K. Wulff

John K. Wulff

  Director   August 1, 2019

 

 

 

 

Exhibit Index

 

Exhibit

No.

  Description
     
4.1   Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed February 21, 2001)
     
4.2   Certificate of Amendment of Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 filed November 3, 2016)
     
4.3  

Amended and Restated By-Laws (incorporated by reference to Exhibit 3 to the Registrant’s Current Report on Form 8-K. filed December 15, 2016)

     
4.4   2018 Incentive Plan, as amended (incorporated by reference to Exhibit B to the Registrant’s Definitive Proxy Statement filed April 19, 2019)
     
5.1   Opinion of Cravath, Swaine & Moore LLP
     
23.1   Consent of  Cravath, Swaine & Moore LLP (included in Exhibit 5.1)
     
23.2   Consent of PricewaterhouseCoopers LLP
     
24.1   Powers of Attorney (included as part of signature page attached hereto)

 

 

 

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