-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ecwlhzZ25SnUz8yELUJuc4hxxGNPEZ9QSe7U2Mev51oyyUZhrIvuqWGBT/rlVg8Q dEYHNhCaYZrCj+ASsqowmA== 0000319687-95-000014.txt : 19950607 0000319687-95-000014.hdr.sgml : 19950607 ACCESSION NUMBER: 0000319687-95-000014 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950606 EFFECTIVENESS DATE: 19950625 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONTINENTAL AIRLINES INC /DE/ CENTRAL INDEX KEY: 0000319687 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 742099724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-59995 FILM NUMBER: 95545310 BUSINESS ADDRESS: STREET 1: 2929 ALLEN PKWY STE 1513 CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 7138345000 FORMER COMPANY: FORMER CONFORMED NAME: PEOPLE EXPRESS AIRLINES INC DATE OF NAME CHANGE: 19890726 S-8 1 As filed with the Securities and Exchange Commission on June 6, 1995. Registration No. 33-_____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CONTINENTAL AIRLINES, INC. (Exact name of Registrant as specified in its charter) Delaware 2929 Allen Parkway 74-2099724 (State or other jurisdiction Houston, Texas 77019 (I.R.S. Employer of incorporation or organization) (Address of principal Identification No.) executive offices) (Zip Code) CONTINENTAL AIRLINES, INC. 1994 RESTRICTED STOCK GRANT (Full title of the plan) Jeffery A. Smisek Senior Vice President and General Counsel Continental Airlines, Inc. 2929 Allen Parkway, Suite 2010 Houston, Texas 77019 (Name and address of agent for service) (713) 834-5000 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Title of Proposed maximum Proposed maximum Amount of securities to Amount to offering price aggregate offering registration be registered be registered per share (1) price (1) fee Class B Common Stock, 7,000 $16.75 $117,250 $100 par value $.01 per share (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c). Pursuant to General Instruction E to Form S-8, the undersigned Registrant hereby incorporates herein by this reference the contents of Registration Statement No. 33-81326 relating to the Registrant's 1994 Restricted Stock Grant; provided that: (i) Paragraph (a) of Item 3 thereof is hereby replaced in its entirety by the following paragraph: "The Company's Annual Report on Form 10-K for the year ended December 31, 1994 ("1994 Form 10-K") (File No. 0-9781);" and (ii) Item 5 thereof is hereby replaced in its entirety to read as follows: "Certain legal matters with respect to the Class B common stock offered hereby are being passed upon by Jeffery A. Smisek, Senior Vice President and General Counsel of the Registrant. The consolidated financial statements and schedules of Continental Airlines, Inc. at December 31, 1994 and 1993, for the year ended December 31, 1994 and for the period April 28, 1993 through December 31, 1993, and the consolidated statements of operations, redeemable and nonredeemable preferred stock and common stockholders' equity and cash flows and schedules of Continental Airlines Holdings, Inc. for the period January 1, 1993 to April 27, 1993 appearing in the Company's 1994 Form 10- K have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports thereon included therein and incorporated herein by reference. Such consolidated financial statements and schedules are incorporated by reference in reliance upon such reports given upon the authority of such firm as experts in accounting and auditing. The consolidated statements and schedules of Continental Airlines Holdings, Inc. and its subsidiaries for the year ended December 31, 1992, incorporated by reference in this Registration Statement, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto and are included herein in reliance upon the authority of said firm as experts in accounting and auditing. Reference is made to said report, which includes an explanatory paragraph that describes several uncertainties." SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Houston, State of Texas, on June 5, 1995. CONTINENTAL AIRLINES, INC. By: /s/ Jeffery A. Smisek Jeffery A. Smisek Senior Vice President and General Counsel POWER OF ATTORNEY Each of the undersigned directors and officers of Continental Airlines, Inc. does hereby constitute and appoint Jeffery A. Smisek and Scott R. Peterson, or either of them, as the undersigned's true and lawful attorneys- in-fact and agents to do any and all acts and things in the undersigned's name and behalf in the undersigned's capacities as director and/or officer, and to execute any and all instruments for the undersigned and in the undersigned's name in the capacities indicated below which such person or persons may deem necessary or advisable to enable Continental Airlines, Inc. to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this Registration Statement, including specifically, but not limited to, power and authority to sign for the undersigned in the capacities indicated below any and all amendments (including post-effective amendments) hereto, and the undersigned does hereby ratify and confirm all that such person or persons shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Gordon M. Bethune President, June 5, 1995 Gordon M. Bethune Chief Executive Officer (Principal Executive Officer) and Director /s/ Lawrence W. Kellner Senior Vice President June 5, 1995 Lawrence W. Kellner and Chief Financial Officer (Principal Financial Officer) /s/ Michael P. Bonds Staff Vice President June 5, 1995 Michael P. Bonds and Controller (Principal Accounting Officer) /s/ David Bonderman Director June 5, 1995 David Bonderman /s/ Thomas J. Barrack, Jr. Director June 5, 1995 Thomas J. Barrack, Jr. /s/ Gregory D. Brenneman Director June 5, 1995 Gregory D. Brenneman Director Joel H. Cowan /s/ Patrick Foley Director June 5, 1995 Patrick Foley /s/ Rowland C. Frazee, C.C. Director June 5, 1995 Rowland C. Frazee, C.C. /s/ Hollis L. Harris Director June 5, 1995 Hollis L. Harris /s/ Dean C. Kehler Director June 5, 1995 Dean C. Kehler /s/ Robert L. Lumpkins Director June 5, 1995 Robert L. Lumpkins /s/ Douglas H. McCorkindale Director June 5, 1995 Douglas H. McCorkindale /s/ David E. Mitchell, O.C. Director June 5, 1995 David E. Mitchell, O.C. /s/ Richard W. Pogue Director June 5, 1995 Richard W. Pogue /s/ William S. Price Director June 5, 1995 William S. Price /s/ Donald L. Sturm Director June 5, 1995 Donald L. Sturm /s/ Claude I. Taylor, O.C. Director June 5, 1995 Claude I. Taylor, O.C. /s/ Karen Hastie Williams Director June 5, 1995 Karen Hastie Williams /s/ Charles A. Yamarone Director June 5, 1995 Charles A. Yamarone EXHIBIT INDEX Exhibit No. Description 4.1 Restated Certificate of Incorporation of the Company - incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, dated April 16, 1993 (the "April 1993 8-K"). 4.2 By-Laws of the Company - incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-8 filed with the Commission on June 5, 1995 and relating to the Company's 1994 Incentive Equity Plan. 4.3 Prospectus relating to 1994 Restricted Stock Grant - incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994. 5 Opinion of Senior Vice President and General Counsel. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Arthur Andersen LLP. 23.3 Consent of Senior Vice President and General Counsel (included in Exhibit 5). 24 Powers of Attorney (included on signature page of this Registration Statement). EXHIBIT 5 June 5, 1995 Continental Airlines, Inc. 2929 Allen Parkway Houston, Texas 77019 Ladies and Gentlemen: I am Senior Vice President and General Counsel of Continental Airlines, Inc., a Delaware corporation (the "Company"), and I have advised the Company in connection with the registration, pursuant to a Registration Statement on Form S-8 being filed with the Securities and Exchange Commission (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), of the proposed issuance of up to 7,000 shares of Class B common stock, par value $.01 per share, of the Company (the "Common Stock") pursuant to the Company's 1994 Restricted Stock Grant (the "Grant"). In this connection, I have examined the corporate records of the Company, including its Restated Certificate of Incorporation, its Bylaws and minutes of meetings of its directors. I have also examined the Registration Statement, together with the exhibits thereto and such other documents as I have deemed necessary for the purpose of expressing the opinion contained herein. Based upon the foregoing, I am of the opinion that the Common Stock, when issued in accordance with the terms of the Grant, will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name therein under the caption "Named Experts and Counsel". In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder. Very truly yours, /s/ Jeffery A. Smisek Jeffery A. Smisek Senior Vice President and General Counsel EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Interest of Named Experts and Counsel" in the Registration Statement (Form S-8) pertaining to the 1994 Restricted Stock Grant of Continental Airlines, Inc. and to the incorporation by reference therein of our reports dated April 12, 1995, with respect to the consolidated financial statements and schedules of Continental Airlines, Inc. at December 31, 1994 and 1993, for the year ended December 31, 1994, and for the period April 28, 1993 through December 31, 1993 and the consolidated statements of operations, redeemable and nonredeemable preferred stock and common stockholders' equity and cash flows and schedules of Continental Airlines Holdings, Inc. for the period January 1, 1993 through April 27, 1993, all included in Continental's 1994 Annual Report (Form 10-K) filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Houston, Texas June 2, 1995 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated March 12, 1993 and to all references to our Firm included in this Form S-8 related to the Continental Airlines, Inc. 1994 Restricted Stock Grant. ARTHUR ANDERSEN LLP Houston, Texas June 2, 1995 -----END PRIVACY-ENHANCED MESSAGE-----