S-8 1 0001.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on August 1, 2000. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FRONTIER AIRLINES, INC. (Exact name of registrant as specified in its charter) Colorado 84-1256945 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) Denver, Colorado 80239 (Address of principal executive offices) (Zip code) EMPLOYEE STOCK OWNERSHIP PLAN (Full title of the plan) Copies to: Arthur T. Voss Douglas R. Wright, Esq. Frontier Airlines, Inc. Faegre & Benson, LLP 12015 East 46th Avenue 370 17th Street, Suite 2500 Denver, Colorado 80239 Denver, Colorado 80202 (Name and address of agent for service) 303-371-7400 (Telephone number, including area code, of agent for service) Calculation of Registration Fee
====================== =================== ========================= =========================== =================== Title of securities Amount to Proposed maximum Proposed maximum Amount of To be registered be registered offering price per share aggregate offering price registration fee Common Stock 406,250 shares(1) $17.78 $7,210,937.50 $1,906.90(2) ====================== =================== ========================= =========================== ===================
1 These shares are in addition to the 184,959 shares of common stock registered on Form S-8 (No.333-13333) filed on October 3, 1996. 2 Estimated pursuant to Rules 457(c) and 457(h)(1) under the Securities Act of 1933, solely for the purpose of calculating the registration fee based on the average high and low sale prices per share of the registrant's common stock on July 28, 2000 as reported on the Nasdaq National Market System. Explanatory Note Incorporation by Reference The board of directors of Frontier Airlines, Inc. approved an increase in the number of shares reserved for issuance under the Employee Stock Ownership Plan (the "ESOP") by 406,250 shares of common stock. This Registration Statement hereby registers the issuance of an additional 406,250 shares under the ESOP. Therefore, under General Instruction E of Form S-8, the Registrant hereby incorporates by reference the contents of its Registration Statement on Form S-8 (No. 333- 13333) filed on October 3, 1996. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. Exhibit No. Description and Method of Filing 4.1 Employee Stock Ownership Plan 4.2 First Amendment to Employee Stock Ownership Plan 5.1 Opinion of Faegre & Benson LLP 23.1 Consent of KPMG LLP. 23.2 Consent of Faegre & Benson LLP (Included in Exhibit 5.1). 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 Denver, State of Colorado, on July 27, 2000. FRONTIER AIRLINES, INC. By: /s/ Samuel D. Addoms, Director Samuel D. Addoms Chief Executive Officer By: /s/ Steve B. Warnecke Steve B. Warnecke, Vice President and Chief Financial Officer By: /s/ Elissa A. Potucek Elissa A. Potucek, Vice President, Controller, Treasurer and Principal Accounting Officer 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. Date: July 27, 2000 /s/ Samuel D. Addoms, Director Samuel D. Addoms, Director Date: July 27, 2000 /s/ William B. McNamara, Director William B. McNamara, Director Date: July 27, 2000 /s/ Paul Stephen Dempsey, Director Paul Stephen Dempsey, Director Date: July 27, 2000 /s/ B. LaRae Orullian, Director B. LaRae Orullian, Director Date: July 27, 2000 /s/ D. Dale Browning, Director D. Dale Browning, Director Date: July 27, 2000 /s/ James B. Upchurch, Director James B. Upchurch, Director