Securities Registration: Employee Benefit Plan (s-8)
August 01 2019 - 2:35PM
Edgar (US Regulatory)
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)
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Delaware
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13-4146982
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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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.
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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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
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Title of
Securities
to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering Price
per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.01 per share
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935,000 shares
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$44.62
(2)
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$41,719,700.00
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$5,056.43
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(1)
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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”).
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(2)
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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.
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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.
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.
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ATLAS AIR WORLDWIDE HOLDINGS, INC.
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By:
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/s/ William J. Flynn
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William J. Flynn
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Chief Executive Officer
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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.
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Signatures
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Title
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Dates
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/s/ Robert F. Agnew
Robert F. Agnew
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Chairman of the Board of Directors
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August 1, 2019
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/s/ William J. Flynn
William J. Flynn
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Chief Executive Officer and Director (Principal Executive Officer)
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August 1, 2019
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/s/ Spencer Schwartz
Spencer Schwartz
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Executive Vice President and Chief Financial Officer (Principal Financial Officer)
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August 1, 2019
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/s/ Keith H. Mayer
Keith H. Mayer
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Senior Vice President, Chief Accounting
Officer and Corporate Controller (Principal Accounting Officer)
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August 1, 2019
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/s/ Timothy J. Bernlohr
Timothy J. Bernlohr
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Director
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August 1, 2019
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/s/ Charles F. Bolden, Jr.
Charles F. Bolden, Jr.
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Director
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August 1, 2019
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/s/ Bobby J. Griffin
Bobby J. Griffin
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Director
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August 1, 2019
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/s/ Carol B. Hallett
Carol B. Hallett
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Director
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August 1, 2019
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/s/ Jane H. Lute
Jane H. Lute
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Director
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August 1, 2019
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/s/ Duncan J. McNabb
Duncan J. McNabb
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Director
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August 1, 2019
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/s/ Sheila A. Stamps
Sheila A. Stamps
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Director
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August 1, 2019
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/s/ John K. Wulff
John K. Wulff
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Director
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August 1, 2019
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Exhibit Index
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