DELAWARE (State or Other Jurisdiction of Incorporation or Organization) | 72-1455213 (I.R.S. Employer Identification No.) |
818 TOWN & COUNTRY BLVD, SUITE 200 HOUSTON, TEXAS (Address of Principal Executive Offices) (Zip Code) ________________________ | |
ERA GROUP INC. 2013 EMPLOYEE STOCK PURCHASE PLAN (Full Title of Plan) ________________________ | |
CHRISTOPHER BRADSHAW EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER ERA GROUP INC. 818 TOWN & COUNTRY BLVD, SUITE 200 HOUSTON, TEXAS (281) 606−4900 (Name and Agent for Service) (Telephone Number, Including Area Code, of Agent For Service) ________________________ | |
Copies to: DAVID E. ZELTNER, ESQ. MILBANK, TWEED, HADLEY AND MCCLOY LLP ONE CHASE MANHATTAN PLAZA NEW YORK, NEW YORK 10005 (212) 530−5000 ________________________ |
Title of Each Class of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee (3) |
Common Stock, par value $.01 per share | 300,000 | $19.66 | $5,898,000 | $0 |
(1) | Plus such indeterminate number of shares of Common Stock of the Registrant as may be issued to prevent dilution resulting from stock dividends, stock splits or similar transactions in accordance with Rule 416 under the Securities Act of 1933. |
(2) | Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933. The offering price and registration fee are based on a price of $19.66 per share, which price is the average of the high and low sales prices of the shares of common stock, as reported on the New York Stock Exchange on March 4, 2013. |
(3) | In accordance with Rule 457(p) of the Securities Act of 1933, the full amount of the filing fee of $804 in connection with this Registration Statement is offset by the remaining $7,048 of the $17,415 filing fee previously paid by Era Group Inc. in connection with its prior Registration Statement on Form S-1 (File No. 333-175942) initially filed on August 2, 2011 and later withdrawn on October 11, 2012 and not used to pay the filing fee for other Registration Statements of the Registrant. |
(1) | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the SEC on February 27, 2013, as amended on March 7, 2013; |
(2) | Our Periodic Reports on Form 8-K filed with the SEC on February 1, 2013 and March 5, 2013; and |
(3) | the description of our common stock contained in our registration statement on Form 10 initially filed with the SEC on October 12, 2012, as amended, including any amendment or report filed for the purposes of updating such description. |
3.1 | Amended and Restated Certificate of Incorporation of Era Group Inc. (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Commission on February 1, 2013). (Registration No. 001-35701) |
3.2 | Amended and Restated Bylaws of Era Group Inc. (incorporated herein by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the Commission on February 1, 2013). (Registration No. 001-35701) |
4.1 | Form of Common Stock Certificate of Era Group Inc. (incorporated herein by reference to Exhibit 4.1 of the Company’s Registration Statement on Form 10 initially filed with the Commission on October 12, 2012, as amended). (Registration No. 001-35701) |
5.1 | Opinion of Milbank, Tweed, Hadley & McCloy LLP.* |
23.1 | Consent of Milbank, Tweed, Hadley & McCloy LLP (included in the opinion filed as Exhibit 5.1 to this registration statement).* |
23.2 | Consent of Ernst & Young LLP, independent registered public accounting firm.* |
24.1 | Power of Attorney (included as part of the signature page to this Registration Statement and incorporated herein by reference).* |
99.1 | Era Group Inc. 2013 Employee Stock Purchase Plan.* |
(a) | The undersigned Registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
Era Group Inc. | ||
By: | /s/ Sten L. Gustafson | |
Sten L. Gustafson | ||
Chief Executive Officer and Director | ||
Signer | Title | Date |
/s/ Sten L. Gustafson | Chief Executive Officer and Director | March 7, 2013 |
Sten L. Gustafson | ||
/s/ Christopher S. Bradshaw | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | March 7, 2013 |
Christopher S. Bradshaw | ||
/s/ Anna M. Goss | Senior Vice President—Finance and Chief Accounting Officer (Principal Accounting Officer) | March 7, 2013 |
Anna M. Goss | ||
/s/ Charles Fabrikant | Chairman of the Board and Director | March 7, 2013 |
Charles Fabrikant | ||
/s/ Oivind Lorentzen | Director | March 7, 2013 |
Oivind Lorentzen | ||
/s/ Blaine V. Fogg | Director | March 7, 2013 |
Blaine V. Fogg | ||
/s/ Steven Webster | Director | March 7, 2013 |
Steven Webster | ||
EXHIBIT | DESCRIPTION |
3.1 | Amended and Restated Certificate of Incorporation of Era Group Inc. (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Commission on February 1, 2013). (Registration No. 001-35701) |
3.2 | Amended and Restated Bylaws of Era Group Inc. (incorporated herein by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the Commission on February 1, 2013). (Registration No. 001-35701) |
4.1 | Form of Common Stock Certificate of Era Group Inc. (incorporated herein by reference to Exhibit 4.1 of the Company’s Registration Statement on Form 10 initially filed with the Commission on October 12, 2012, as amended). (Registration No. 001-35701) |
5.1 | Opinion of Milbank, Tweed, Hadley & McCloy LLP.* |
23.1 | Consent of Milbank, Tweed, Hadley & McCloy LLP (included in the opinion filed as Exhibit 5.1 to this registration statement).* |
23.2 | Consent of Ernst & Young LLP, independent registered public accounting firm.* |
24.1 | Power of Attorney (included as part of the signature page to this Registration Statement and incorporated herein by reference).* |
99.1 | Era Group Inc. 2013 Employee Stock Purchase Plan.* |
LOS ANGELES 213-892-4000 FAX: 213-629-5063 WASHINGTON, D.C. 202-835-7500 FAX: 202-835-7586 LONDON 44-20-7615-3000 FAX: 44-20-7615-3100 FRANKFURT 49-(0)69-71914-3400 FAX: 49-(0)69-71914-3500 MUNICH 49-89-25559-3600 FAX: 49-89-25559-3700 | MILBANK, TWEED, HADLEY & McCLOY LLP 1 CHASE MANHATTAN PLAZA NEW YORK, NY 10005-1413 _________ Telephone: 212-530-5000 Fax: 212-530-5219 | BEIJING 8610-5969-2700 FAX: 8610-5969-2707 HONG KONG 852-2971-4888 FAX: 852-2840-0792 SINGAPORE 65-6428-2400 FAX: 65-6428-2500 TOKYO 813-5410-2801 FAX: 813-5410-2891 SÃO PAULO 55-11-2787-6282 FAX: 55-11-2787-6469 |
Re: | Registration Statement on Forms S-8 relating to the issuance of Common Stock under the Era Group Inc. 2013 Employee Stock Purchase Plan |