-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ADTnt3cJopRjhPwGkNn8o16qDtbsT2GFJDhlrkK8G6vB1oEyac57OPQYP1FV1wa6 hnppazDJ+Zd+2Z2EY83cnQ== 0001047469-03-023834.txt : 20030711 0001047469-03-023834.hdr.sgml : 20030711 20030711091729 ACCESSION NUMBER: 0001047469-03-023834 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030711 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030711 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JETBLUE AIRWAYS CORP CENTRAL INDEX KEY: 0001158463 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 870617894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49728 FILM NUMBER: 03782893 BUSINESS ADDRESS: STREET 1: 80-02 KEW GARDENS ROAD STREET 2: 4TH FLOOR CITY: KEW GARDENS STATE: NY ZIP: 11415 BUSINESS PHONE: 7182867900 MAIL ADDRESS: STREET 1: 80-02 KEW GARDENS ROAD STREET 2: 4TH FLOOR CITY: KEW GARDENS STATE: NY ZIP: 11415 8-K 1 a2114561z8-k.txt FORM 8-K 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): JULY 11, 2003 JETBLUE AIRWAYS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 000-49728 87-0617894 (State of other jurisdiction of (Commission (I.R.S. Employer incorporation) File Number) Identification No.) 118-29 QUEENS BOULEVARD, FOREST HILLS, NEW YORK 11375 (Address of principal executive offices) (Zip Code) (718) 709-3026 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On July 11, 2003, JetBlue Airways Corporation issued two press releases, the first announcing the pricing of its convertible note offering, and the second announcing the pricing of its common stock offering. These press releases are filed herewith as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits
EXHIBIT - ------- NUMBER DESCRIPTION - ------ ----------- 99.1 Press Release dated July 11, 2003, titled "JETBLUE ANNOUNCES PRICING OF CONVERTIBLE NOTE OFFERING." 99.2 Press Release dated July 11, 2003, titled "JETBLUE ANNOUNCES PRICING OF COMMON STOCK OFFERING."
-2- SIGNATURE 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. Dated: July 11, 2003 JETBLUE AIRWAYS CORPORATION By: /s/ Holly L. Nelson ---------------------------------------- Holly L. Nelson Vice President and Controller -3- EXHIBIT INDEX
EXHIBIT - ------- NUMBER DESCRIPTION LOCATION - ------- ------------ -------- 99.1 Press release dated July 11, 2003, titled "JETBLUE ANNOUNCES PRICING Filed herewith OF CONVERTIBLE NOTE OFFERING." 99.2 Press release dated July 11, 2003, titled "JETBLUE ANNOUNCES PRICING Filed herewith OF COMMON STOCK OFFERING."
-4- EX-99.1 3 a2114561zex-99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: INVESTOR RELATIONS: Amy Carpi amy.carpi@jetblue.com Ph: 203 656-7651 CORPORATE COMMUNICATIONS: Gareth Edmonson-Jones gareth.edmondson-jones@jetblue.com Ph: 718 709-3089 JETBLUE ANNOUNCES PRICING OF CONVERTIBLE NOTE OFFERING NEW YORK, NY (JULY 11, 2003) - JetBlue Airways Corporation (Nasdaq: JBLU) today announced the pricing of its offering of $150 million principal amount of 3 1/2 % Convertible Notes due 2033 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The sale of the notes is expected to close on July 15, 2003. The notes are convertible under certain circumstances into JetBlue common stock at a conversion rate of 15.6863 shares per $1,000 principal amount of notes (equal to an initial conversion price of approximately $63.75 per share), subject to adjustment in certain circumstances. JetBlue may redeem all or some of the notes for cash under certain circumstances on or after July 18, 2006 or at any time under any circumstances after July 18, 2008. Holders may require JetBlue to repurchase the notes on July 15 of 2008, 2013, 2018, 2023 and 2028 or upon the occurrence of certain designated events at a repurchase price equal to the principal amount of the notes plus accrued and unpaid interest, if any, to the repurchase date. JetBlue has granted the initial purchasers of the notes a 30-day option to purchase up to an additional $25 million principal amount of the notes. JetBlue plans to use the net proceeds from the offering, which are expected to be approximately $146.2 million ($170.7 million if the initial purchasers' option is exercised in full) for working capital and capital expenditures, including capital expenditures related to the purchase of aircraft and construction of facilities on or near airports. The notes being offered and the common stock issuable upon conversion of the notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration under, or an applicable exemption from, the registration requirements of the Securities Act of 1933, as amended and applicable state securities laws. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933, as amended. EX-99.2 4 a2114561zex-99_2.txt EXHIBIT 99.2 EXHIBIT 99.2 FOR IMMEDIATE RELEASE CONTACT: INVESTOR RELATIONS: Amy Carpi amy.carpi@jetblue.com Ph: 203 656-7651 CORPORATE COMMUNICATIONS: Gareth Edmonson-Jones gareth.edmondson-jones@jetblue.com Ph: 718 709-3089 JETBLUE ANNOUNCES PRICING OF COMMON STOCK OFFERING NEW YORK, NY (JULY 11, 2003) - JetBlue Airways Corporation (Nasdaq: JBLU) today announced that it has priced its public offering of 2,600,000 shares of newly issued common stock at $42.50 per share, generating gross proceeds of $110.5 million. JetBlue has granted the underwriters the option to purchase up to an additional 390,000 shares of common stock to cover over-allotments, if any, which would generate additional gross proceeds of $16.6 million if exercised in full. JetBlue anticipates using the net proceeds from this offering to fund working capital and capital expenditures, including capital expenditures related to the purchase of aircraft and construction of facilities on or near airports. Morgan Stanley is the sole bookrunning manager on this transaction, with Raymond James & Associates, Inc. acting as the co-lead manager and Blaylock & Partners, L.P. as co-manager. A copy of the final prospectus may be obtained from the offices of Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, NY 10036. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. JetBlue is a low-fare, low-cost passenger airline, which provides high-quality customer service. JetBlue operates a fleet of 45 new Airbus A320 aircraft and is scheduled to place into service another eight A320s by the end of 2003. The airline recently placed an order for 100 EMBRAER 190 aircraft with options for an additional 100. The first EMBRAER 190 is scheduled to be delivered in mid 2005. All JetBlue aircraft feature roomy all-leather seats each equipped with free live satellite television, offering up to 24 channels of DIRECTV(R) Programming at every seat.** From its base at New York City's John F. Kennedy International Airport, JetBlue flies to: Fort Lauderdale, Fort Myers, Orlando, Tampa and West Palm Beach, FL; Buffalo, Rochester and Syracuse, NY; Long Beach, Oakland, Ontario, and San Diego, CA; Burlington, VT; Denver, CO; Las Vegas, NV; New Orleans, LA; Salt Lake City, UT; San Juan, Puerto Rico; and Seattle, WA. From Washington DC, the airline serves Fort Lauderdale, FL, and Long Beach and Oakland, CA. From Long Beach, CA, the airline serves Atlanta, GA, Oakland, CA, Las Vegas, NV, Ft. Lauderdale, FL and Salt Lake City, UT. With JetBlue, all seats are assigned, all travel is ticketless, all fares are one-way, and a Saturday night stay is never required. For more information, schedules and fares, please visit www.jetblue.com or call JetBlue reservations at 1-800-JETBLUE (538-2583). This press release, as well as past press releases, can be found on www.jetblue.com. # # # ** DIRECTV(R) service is not available on flights between New York City and San Juan, Puerto Rico. THIS PRESS RELEASE CONTAINS STATEMENTS OF A FORWARD-LOOKING NATURE WHICH REPRESENT OUR MANAGEMENT'S BELIEFS AND ASSUMPTIONS CONCERNING FUTURE EVENTS. FORWARD-LOOKING STATEMENTS INVOLVE RISKS, UNCERTAINTIES AND ASSUMPTIONS AND ARE BASED ON INFORMATION CURRENTLY AVAILABLE TO US. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED IN THE FORWARD LOOKING STATEMENTS DUE TO MANY FACTORS, INCLUDING WITHOUT LIMITATION, POTENTIAL HOSTILITIES IN THE MIDDLE EAST OR OTHER REGIONS, OUR ABILITY TO IMPLEMENT OUR GROWTH STRATEGY AND OUR DEPENDENCE ON THE NEW YORK MARKET, OUR FIXED OBLIGATIONS AND OUR LIMITED OPERATING HISTORY, SEASONAL FLUCTUATIONS IN OUR OPERATING RESULTS, INCREASES IN MAINTENANCE COSTS, FUEL PRICES AND INTEREST RATES, OUR COMPETITIVE ENVIRONMENT, OUR RELIANCE ON SOLE SUPPLIERS, GOVERNMENT REGULATION, OUR FAILURE TO PROPERLY INTEGRATE LIVETV OR ENFORCE ITS PATENTS, OUR ABILITY TO HIRE QUALIFIED PERSONNEL, THE LOSS OF KEY PERSONNEL AND POTENTIAL PROBLEMS WITH OUR WORKFORCE INCLUDING WORK STOPPAGES, AND CONTINUING CHANGES IN THE AIRLINE INDUSTRY FOLLOWING THE SEPTEMBER 11TH TERRORIST ATTACKS AND THE INCREASED RISK OF FUTURE ATTACKS, AS WELL AS POTENTIAL RISKS WITH RESPECT TO, DELIVERY, PLACING INTO SERVICE AND INTEGRATION INTO OUR OPERATIONS OF THE EMBRAER 190 AIRCRAFT. ADDITIONAL INFORMATION CONCERNING THESE AND OTHER FACTORS IS CONTAINED IN THE COMPANY'S SECURITIES AND EXCHANGE COMMISSION FILINGS, INCLUDING BUT NOT LIMITED TO, THE COMPANY'S 2002 ANNUAL REPORT ON FORM 10-K. WE UNDERTAKE NO OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES THAT MAY ARISE AFTER THE DATE OF THIS RELEASE. -----END PRIVACY-ENHANCED MESSAGE-----