-----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, BDCXQcneqlsBQelrrRBZB/P/BXSNqaRpLXPdhTajS1ungJjShc+p5ED8P7JWv/Br WPa1n4QyLHVF8Be4dGOIDQ== 0001047469-03-024019.txt : 20030714 0001047469-03-024019.hdr.sgml : 20030714 20030714170341 ACCESSION NUMBER: 0001047469-03-024019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030714 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030714 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: 03785751 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 a2114680z8-k.htm FORM 8-K
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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): July 14, 2003

JETBLUE AIRWAYS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State of other jurisdiction of
incorporation)
  000-49728
(Commission
File Number)
  87-0617894
(I.R.S. Employer
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 14, 2003, JetBlue Airways Corporation issued two press releases. The first press release, issued in connection with its Rule 144A offering of convertible notes, announced the exercise of the initial purchasers' option to purchase additional convertible notes. The second press release, issued in connection with JetBlue's public offering of common stock, announced the exercise of the underwriters' option to purchase additional shares of JetBlue common stock. 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 14, 2003, titled "JETBLUE ANNOUNCES PURCHASERS' EXERCISE OF OPTION TO PURCHASE ADDITIONAL CONVERTIBLE NOTES."
99.2   Press Release dated July 14, 2003, titled "JETBLUE ANNOUNCES EXERCISE OF UNDERWRITERS' COMMON STOCK OVER-ALLOTMENT OPTION."

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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 14, 2003   JETBLUE AIRWAYS CORPORATION

 

 

By:

 

/s/  
HOLLY L. NELSON      
       
Holly L. Nelson
Vice President and Controller

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EXHIBIT INDEX

Exhibit Number

  Description
  Location
99.1   Press Release dated July 14, 2003, titled "JETBLUE ANNOUNCES PURCHASERS' EXERCISE OF OPTION TO PURCHASE ADDITIONAL CONVERTIBLE NOTES."   Filed herewith
99.2   Press Release dated July 14, 2003, titled "JETBLUE ANNOUNCES EXERCISE OF UNDERWRITERS' COMMON STOCK OVER-ALLOTMENT OPTION."   Filed herewith

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SIGNATURE
EXHIBIT INDEX
EX-99.1 3 a2114680zex-99_1.htm EXHIBIT 99.1
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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 PURCHASERS' EXERCISE OF OPTION
TO PURCHASE ADDITIONAL CONVERTIBLE NOTES

        New York, NY (July 14, 2003)—JetBlue Airways Corporation (Nasdaq: JBLU) today announced that the initial purchasers in its offering of $150 million principal amount of 31/2% Convertible Notes due 2033 have exercised their option to purchase an additional $25 million principal amount of the notes.    With the exercise of the initial purchasers' option, the aggregate net proceeds of JetBlue's offering of convertible notes will be approximately $170.7 million, after deducting the initial purchasers' discounts and estimated expenses of the offering. JetBlue will use these net proceeds for working capital and capital expenditures, including capital expenditures related to the purchase of aircraft and construction of facilities on or near airports. The offering of the notes, including the exercise of the initial purchasers' option, is expected to close on July 15, 2003.

        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.

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JETBLUE ANNOUNCES PURCHASERS' EXERCISE OF OPTION TO PURCHASE ADDITIONAL CONVERTIBLE NOTES
EX-99.2 4 a2114680zex-99_2.htm EXHIBIT 99.2
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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 EXERCISE OF UNDERWRITERS'
COMMON STOCK OVER-ALLOTMENT OPTION

        New York, NY (July 14, 2003)—JetBlue Airways Corporation (Nasdaq: JBLU) today announced that the underwriters of its public offering of 2,600,000 shares of newly issued common stock have exercised in full their over-allotment option to purchase an additional 390,000 shares of JetBlue common stock. With the exercise of the underwriters' option, the aggregate net proceeds of JetBlue's common stock offering will be approximately $122.4 million, after deducting underwriting discounts and commissions and estimated expenses of the offering. 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® 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

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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® 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.

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