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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported):  September 25, 2020

 

 

 

Atlas Air Worldwide Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-16545   13-4146982
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)
         
2000 Westchester Avenue, Purchase, New York   10577
(Address of principal executive offices)   (Zip Code)

 

914-701-8000

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.01 par value   AAWW   The NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 8.01 Other Events.

 

As previously disclosed, as of May 29, 2020 (the “PSP Closing Date”), Atlas Air, Inc. and Southern Air Inc., each a wholly-owned subsidiary of Atlas Air Worldwide Holdings, Inc. (the “Company”), entered into a Payroll Support Program Agreement (the “PSP Agreement”) with the U.S. Department of the Treasury (“Treasury”), with respect to payroll support funding under the Coronavirus Aid, Relief, and Economic Security Act. In connection with entry into the PSP Agreement, as of the PSP Closing Date, the Company entered into a Warrant Agreement with Treasury, pursuant to which the Company issued warrants (the “Warrants”) to purchase up to 625,452 shares of the Company’s common stock, par value $0.01 per share (the “Warrant Shares”).

 

On September 25, 2020, the Company filed a prospectus supplement (the “Resale Prospectus Supplement”) to its automatic shelf registration statement on Form S-3 (File No. 333-237771) filed with the Securities and Exchange Commission under the Securities Act of 1933. The Resale Prospectus Supplement covers the resale of the Warrants and the Warrant Shares and may be used by Treasury to resell the Warrants or the Warrant Shares. The Company will not receive any proceeds from the sale of the Warrants or the Warrant Shares.

 

The Company is filing this report to provide the legal opinion of Cravath, Swaine & Moore LLP as to the legality of the Warrants and the Warrant Shares, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.   Description
5.1   Opinion of Cravath, Swaine & Moore LLP.
23.1   Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1).
104   Cover page interactive data file (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Atlas Air Worldwide Holdings, Inc.  
       
       
September 25, 2020 By:  /s/ Adam R. Kokas  
    Name: Adam R. Kokas  
    Title: Executive Vice President, General Counsel and Secretary  

 

 

 

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